Edgar Filing: MINERALS TECHNOLOGIES INC

Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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240.14a-12

Minerals Technologies Inc.
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(Name of Registrant as Specified In Its Charter)

..................................................................
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[MINERALS TECHNOLOGIES LOGO]

MINERALS TECHNOLOGIES INC.
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NY 10174-1901

April 5, 2004

Dear Fellow Stockholder:

You are cordially invited to attend the 2004 Annual Meeting of Stockholders
of Minerals Technologies Inc., which will be held on Wednesday, May 26, 2004, at
2:00 p.m., in the J. P. Morgan Chase & Co. Building, 11th floor, Room C,
270 Park Avenue (between 47th and 48th Streets), New York, New York 10017.

At this year's meeting, you will be asked to consider and to vote upon the
election of three directors. Your Board of Directors unanimously recommends that
you vote FOR the nominees.

You will also be asked to ratify the appointment of KPMG LLP as our
independent auditors for the 2004 fiscal year. The Board continues to be pleased
with the services KPMG LLP has rendered to Minerals Technologies, and
unanimously recommends that you vote FOR this proposal.

The two items upon which you will be asked to vote are discussed more fully
in the Proxy Statement. I urge you to read the Proxy Statement completely and
carefully so that you can vote your interests on an informed basis.

Your vote is important! Whether or not you plan to attend the meeting, and
regardless of the number of shares you own, your representation and vote are
very important and you should vote your shares. Therefore, I urge you to
complete, sign, date and return the enclosed proxy card promptly in the
accompanying postage prepaid envelope. All stockholders of record, and many
street name holders, may also vote by internet, or by touchtone telephone from
the United States and Canada, using the instructions on the proxy card. If you
return a signed proxy without marking it, it will be voted in accordance with
management's recommendations. You may, of course, attend the Annual Meeting and
vote in person, even if you have previously submitted a proxy.

Sincerely,

Paul R. Saueracker

Paul R. Saueracker
Chairman, President and
Chief Executive Officer

This Proxy Statement is printed on paper containing precipitated calcium
carbonate (PCC) produced by Minerals Technologies Inc.

MINERALS TECHNOLOGIES INC.
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174-1901

---------------------------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
---------------------------

MAY 26, 2004

The Annual Meeting of Stockholders of MINERALS TECHNOLOGIES INC., a Delaware
corporation, will be held on Thursday, May 26, 2004, at 2:00 p.m., in the J. P.
Morgan Chase & Co. Building, 11th Floor, Room C, 270 Park Avenue (between 47th
and 48th Streets), New York, New York 10017, to consider and take action on the
following items:

(1) the election of three directors;

(2) a proposal to ratify the appointment of KPMG LLP as independent
auditors of Minerals Technologies for the 2004 fiscal year; and

(3) any other business that properly comes before the meeting, either at
the scheduled time or after any adjournment.

Stockholders of record as of the close of business on March 29, 2004, are
entitled to notice of and to vote at the meeting.

By order of the Board of Directors,

S. Garrett Gray

S. Garrett Gray
Secretary

New York, New York
April 5, 2004

--------------------------------------------------------------------------------
IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY COMPLETING AND
MAILING THE ENCLOSED PROXY. WE ASK YOU TO MARK YOUR CHOICES, SIGN, DATE AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
ALTERNATIVELY, ALL SHAREHOLDERS OF RECORD, AND MANY STREET NAME HOLDERS, CAN
VOTE BY INTERNET, OR BY TOUCHTONE TELEPHONE FROM THE UNITED STATES AND CANADA,
USING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU RETURN A SIGNED PROXY WITHOUT
MARKING IT, IT WILL BE VOTED IN ACCORDANCE WITH MANAGEMENT'S RECOMMENDATIONS. BY
PROMPTLY SUBMITTING A PROXY, YOU WILL AID US IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION.
--------------------------------------------------------------------------------

MINERALS TECHNOLOGIES INC.
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174-1901

APRIL 5, 2004

---------------------------
PROXY STATEMENT
---------------------------

This proxy statement (this 'Proxy Statement') contains information related
to the annual meeting of stockholders (the 'Annual Meeting') of Minerals
Technologies Inc. (the 'Company') to be held at 2:00 p.m. on Wednesday, May 26,
2004, in the J.P. Morgan Chase & Co. Building, 11th floor, Room C, at 270 Park
Avenue (between 47th and 48th Streets), New York, NY 10017. Minerals
Technologies Inc. is sending this Proxy Statement and form of proxy to its
stockholders on or about April 5, 2004.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

Why am I being sent these materials?

Minerals Technologies Inc. is sending this Proxy Statement and form of proxy
card to its stockholders to ask them to appoint proxies who will represent
them at the Annual Meeting of Stockholders. If a quorum does not attend or is
not represented by proxy, the meeting will have to be adjourned and
rescheduled.

Who is asking for my proxy?

The Board of Directors asks you to submit a proxy for your shares so that even
if you do not attend the meeting, your shares will be counted as present at
the meeting and voted as you direct.

What is the agenda for the Annual Meeting?

At the Annual Meeting, stockholders will vote on two questions: the election
of John B. Curcio, Paul R. Saueracker and William C. Stivers as members of the
Board of Directors, and ratification of the appointment of KPMG LLP as our
independent auditors. Also, our management will make a brief presentation
about the business of Minerals Technologies Inc., and representatives of KPMG
LLP will make themselves available to respond to any questions from the floor.

The Board does not know of any other business that will be presented at the
Annual Meeting. The form of proxy gives the proxies discretionary authority
with respect to any other matters that come before the Annual Meeting, and if
such matters arise the individuals named in the proxy will vote according to
their best judgment.

How does the Board of Directors recommend I vote?

The Board unanimously recommends that you vote for each of the nominees for
director, John B. Curcio, Paul R. Saueracker and William C. Stivers, and for
ratification of the appointment of KPMG LLP to continue as our auditors.

Who can attend the Annual Meeting?

Any stockholder of Minerals Technologies, any past or present employee, and
other invitees may attend the Annual Meeting.

Who can vote at the Annual Meeting?

Anyone who owned shares of our Common Stock at the close of business on March
29, 2004, the 'Record Date,' may vote those shares at the Annual Meeting. Each
share is entitled to one vote.

What constitutes a quorum for the meeting?

According to the by-laws of Minerals Technologies, a quorum for all meetings
of stockholders consists of the holders of a majority of the shares of common
stock issued and outstanding and entitled to vote, present in person or by
proxy. On the Record Date there were 20,451,224 shares of common stock issued
and outstanding, so at least 10,225,613 shares must be represented at the
meeting for business to be conducted.

Shares of common stock represented by a properly signed and returned proxy are
treated as present at the Annual Meeting for purposes of determining a quorum,
whether the proxy is marked as casting a vote or abstaining.

Shares represented by 'broker non-votes' are also treated as present for
purposes of determining a quorum. Broker non-votes are shares held in record
name by brokers or nominees, as to which the broker or nominee (i) has not
received instructions from the beneficial owner or person entitled to vote,
(ii) does not have discretionary voting power under applicable New York Stock
Exchange rules or the document under which it serves as broker or nominee, and
(iii) has indicated on the proxy card, or otherwise notified us, that it does
not have authority to vote the shares on the matter.

If a quorum does not attend or is not represented, the Annual Meeting will
have to be postponed.

How many votes are required for each question to pass?

The by-laws state that directors are to be elected by a plurality vote of the
shares of stock present and entitled to vote, in person or by proxy. All other
questions are determined by a majority of the votes cast on the question,
except as otherwise provided by law or by the Certificate of Incorporation of
Minerals Technologies Inc.

What is the effect of abstentions and broker-non-votes?

Abstentions and broker non-votes as to the election of directors will not
affect the outcome of the election of directors. All other questions require a
majority of votes cast in order to pass. All votes cast in favor of a given
proposal, and all votes cast against it, are added together for a total sum of
votes on that proposal. Abstentions and broker non-votes as to the proposal
will not affect the outcome, because they will not be included in calculating
the number of votes necessary for approval and will not count as votes cast
for or against the question.

Who will count the votes?

A representative of our transfer agent, EquiServe Trust Company, N.A., will
serve as inspector of election.

Who are Minerals Technologies Inc.'s largest stockholders?

As of January 31, 2004, T. Rowe Price Associates, Inc.. owned 7.2%, Franklin
Resources, Inc. owned 7.0%, State Street Bank and Trust Company owned 5.8%,
Vanguard Horizon Funds -- Vanguard Capital Opportunity Fund owned 5.2%,
Manning & Napier Advisors, Inc. owned 5.2% and Wellington Management Company,
LLP owned 5.0%, of our common stock. No other person owned of record, or, to
our knowledge, owned beneficially, more than 5% of our common stock.

How can I cast my vote?

You can vote by completing and mailing the enclosed proxy. We ask you to mark
your choices, sign, date and return the proxy as soon as possible in the
enclosed postage prepaid envelope.

All stockholders of record, and many street name holders, can also vote by
internet, or by touchtone telephone from the United States and Canada, using
the instructions on the proxy card.

You can attend the Annual Meeting and vote your shares in person; if you do,
you should bring the enclosed proxy card with you as proof of the number of
shares you owned on the Record Date.

What if I submit a proxy but don't mark it to show my preferences?

If you return a properly signed proxy without marking it, it will be voted in
accordance with management's recommendations on all proposals.

What if I submit a proxy and then change my mind?

If you submit a proxy, you can revoke it at any time before it is voted by
submitting a written revocation or a new proxy, or by voting in person at the
Annual Meeting. However, if you have shares held through a brokerage firm,
bank or other custodian, you can revoke an earlier proxy only by following the
custodian's procedures.

Who is paying for this solicitation of proxies?

Minerals Technologies pays the cost of this solicitation. In addition to
soliciting proxies through the mail using this Proxy Statement, we may solicit
proxies by telephone, facsimile, electronic mail and personal contact. These
solicitations will be made by our regular employees without additional
compensation. We have also engaged Morrow & Co., Inc. to assist in this
solicitation of proxies, and we have agreed to pay that firm $4,000 for its
assistance, plus expenses.

Where can I learn the outcome of the vote?

The Corporate Secretary will announce the preliminary voting results at the
meeting, and we will publish the final results in our quarterly report on
Form 10-Q for the second quarter of 2004.

CORPORATE GOVERNANCE

The Board of Directors has established Corporate Governance Guidelines,
which are available by navigating to our website, www.mineralstech.com, and
clicking on 'Corporate Governance.' Under the guidelines all members of the
Board of Directors are expected to attend the Annual Meeting of Stockholders.
The Board has established a Code of Ethics for the Chief Executive Officer, the
Chief Financial Officer, and the Chief Accounting Officer, which is also
available on our website.

The Board of Directors met eight times in 2003. Each of the directors
attended 100% of the meetings of the Board and committees on which he or she
served in 2003. At each regular meeting of the Board of Directors, the
independent directors meet in executive session outside the presence of the
non-independent directors or any member of MTI management. These executive
sessions are presided over by the chair of whichever committee of the Board has
primary responsibility for the principal matter to be discussed. If no specific
topic is proposed for the executive session, then the position of presiding
director rotates among the chairs of the Audit, Compensation, and Corporate
Governance committees.

The Board has adopted the following categorical standards to guide it in
determining whether a member of the Board can be considered 'independent' for
purposes of Section 303A of the Listed Company Manual of the New York Stock
Exchange: A director will not be independent if, within the preceding year
(within the preceding three years, after November 4, 2004):

the director was employed by the Company, or an immediate family member of
the director was employed by the Company as an executive officer;

the director or an immediate family member of the director received more
than $100,000 per year in direct compensation from the Company, other than
director and committee fees and pensions or other forms of direct
compensation for prior service (provided such compensation is not contingent
in any way on continued service);

the director was employed by or affiliated with the Company's independent
auditors or an immediate family member of the director was employed by or
affiliated with the Company's independent auditors in a professional
capacity;

the director or an immediate family member was employed as an executive
officer of another company where any of this Company's present executives
served on that company's compensation committee; and

the director was an executive officer or an employee, or had an immediate
family member who was an executive officer, of a company that made payments
to, or received payments from, the Company for goods or services in an
amount which, in any single fiscal year, exceeded the greater of $1,000,000
or 2% of the other company's consolidated gross revenues.

In the case of each director who qualifies as independent, the Board is
aware of no relationships between the director and the Company and its senior
management, other than the director's membership on the Board of the Company and
on committees of the Board. As result of its application of the categorical
standards and the absence of other relationships, the Board has affirmatively
determined (with each member abstaining from consideration of his or her own
independence) that none of the following members of the Board violates the
categorical standards or otherwise has a relationship with the Company and,
therefore, each is independent: Mr. John B. Curcio, Mr. Duane R. Dunham, Mr.
Steven J. Golub, Dr. Kristina M. Johnson, Mr. Paul M. Meister, Mr. Michael F.
Pasquale, Dr. John T. Reid, Mr. William C. Stivers and Dr. Jean-Paul Valles.

STOCKHOLDER PROPOSALS

The following are Minerals Technologies' procedures for considering
stockholder nominations for election to the Board of Directors, as well as other
items of business. While the Board has not established any minimum set of
qualifications for membership on the Board, it is expected that candidates will
have substantial business experience, some familiarity with the industries that
Minerals

Technologies serves, and an understanding and appreciation of the
responsibilities of a company whose shares are listed on a national securities
exchange.

The Corporate Governance Committee will consider nominations of candidates
for director, and the Board of Directors will consider other items of business,
that are proposed by stockholders. The Company's by-laws describe the procedures
that a stockholder must follow to nominate a candidate for director or to
introduce an item of business at a meeting of stockholders. These procedures
provide that nominations for directors and items of business to be introduced at
an annual meeting of stockholders must be submitted in writing to the Secretary
of Minerals Technologies at The Chrysler Building, 405 Lexington Avenue, New
York, NY 10174-1901. If intended to be considered at an annual meeting, the
nomination or proposed item of business must be received not less than 70 days
nor more than 90 days in advance of the first anniversary of the previous year's
annual meeting. Therefore, for purposes of the 2005 annual meeting, any
nomination or proposal must be received between February 25 and March 17,
2005. With respect to any other meeting of stockholders, the nomination or item
of business must be received not later than the close of business on the tenth
day following the date of our public announcement of the date of the meeting.
Under the rules of the Securities and Exchange Commission, if a stockholder
proposal intended to be presented at the 2005 Annual Meeting is to be included
in the proxy statement and form of proxy relating to that meeting, we must
receive the proposal at the address above no later than December 6, 2004.

The nomination or item of business must contain:

The name and address of the stockholder giving notice, as they appear in our
books (and of the beneficial owner, if other than the stockholder, on whose
behalf the proposal is made);

The class and number of shares of stock owned of record or beneficially by
the stockholder giving notice (and by the beneficial owner, if other than
the stockholder, on whose behalf the proposal is made);

A representation that the stockholder is a holder of record of stock
entitled to vote at the meeting, and intends to appear at the meeting
in person or by proxy to make the proposal; and

A representation whether the stockholder (or beneficial owner, if any)
intends, or is part of a group which intends, to deliver a proxy statement
and form of proxy to holders of at least the percentage of outstanding stock
required to elect the nominee or approve the proposal and/or otherwise
solicit proxies from stockholders in support of the nomination or proposal.

Any notice regarding the introduction of an item of business at a meeting of
stockholders must also include:

A brief description of the business desired to be brought before the
meeting;

The reason for conducting the business at the meeting;

Any material interest in the item of business of the stockholder giving
notice (and of the beneficial owner, if other than the stockholder, on
whose behalf the proposal is made); and

If the business includes a proposal to amend the by-laws, the language of
the proposed amendment.

Any nomination of a candidate for director must also include:

A signed consent of the nominee to serve as a director, if elected;

The name, age, business address, residence address and principal occupation
or employment of the nominee;

The number of shares of Minerals Technologies common stock beneficially
owned by the nominee; and

Any additional information that would be required under the rules of the
Securities and Exchange Commission in a proxy statement soliciting proxies
for the election of that nominee as a director.

Stockholders and any other interested parties may communicate directly by
e-mail with the independent members of the Board at the following address:
independent.directors@mineralstech.com.

The independent members of the Board have direct access to all messages sent to
this address; the messages are monitored by the office of the General Counsel of
Minerals Technologies. No message sent to this address will be deleted without
the approval of the chair of whichever committee of the Board has primary
responsibility for the principal subject matter of the message.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established, and approved formal written charters
for, an Audit Committee, a Compensation Committee, and a Corporate Governance
Committee. The full texts of the charters of these three committees are
available at our website, www.mineralstech.com, by clicking on 'Corporate
Governance.' In addition, the full text of the Charter of the Audit Committee
appears as Appendix 1 to this Proxy Statement.

THE AUDIT COMMITTEE

The Audit Committee consists of Mr. Pasquale (Chair), Dr. Johnson, Dr. Reid
and Mr. Stivers, who are not employees of Minerals Technologies. The Board of
Directors has determined that each of the members of the Audit Committee is
independent and financially literate in accordance with the rules of the New
York Stock Exchange, as well as being independent under the rules of the
Securities and Exchange Commission. The Board has also determined that Mr.
Pasquale, Chair of the Audit Committee, is an 'audit committee financial expert'
for purposes of Section 407 of the Sarbanes-Oxley Act of 2002, and has
'financial expertise' for purposes of the rules of the New York Stock Exchange.

The Audit Committee met seven times in 2003.

The primary duties of the Audit Committee are:

To assist the Board of Directors in its oversight of (i) the integrity of
the Company's financial statements, (ii) the Company's compliance with legal
and regulatory requirements, (iii) the qualifications and independence of
the Company's independent auditors; and (iv) the performance of the
Company's internal audit function and independent auditors;

To appoint, compensate, and oversee the work of any registered public
accounting firm employed by the Company (including resolution of
disagreements between management and the auditors concerning financial
reporting) for the purpose of preparing or issuing an audit report or
related work. Each such registered public accounting firm shall report
directly to the Committee; and

To prepare the report of the Committee required by the rules of the
Securities and Exchange Commission to be included in the Company's annual
proxy statement.

In addition to its regularly scheduled meetings, the Audit Committee is
available either as a group or individually to discuss any matters that might
affect the financial statements, internal controls or other financial aspects of
the operations of Minerals Technologies. The Chair of the Audit Committee may be
reached directly at the following e-mail address: audit.chair@mineralstech.com.

THE COMPENSATION COMMITTEE

The Compensation Committee consists of Mr. Curcio (Chair), Mr. Dunham, Mr.
Meister and Mr. Steere (who resigned from the Board and the Compensation
Committee effective December 31, 2003), who are not employees of Minerals
Technologies. The Board of Directors has determined that each of the members of
the Compensation Committee is independent in accordance with the rules of the
New York Stock Exchange. The Compensation Committee met five times in 2003.

The primary duties of the Compensation Committee are:

To participate in the development of our compensation and benefits policies;

To establish, and from time to time vary, the salaries and other
compensation of the Company's employee-directors and other elected officers;
and

To participate in top-level management succession planning.

The Chair of the Compensation Committee may be reached directly at the
following e-mail address: compensation.chair@mineralstech.com.

THE CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee consists of Dr. Reid (Chair), Mr. Dunham,
and Dr. Johnson, who are not employees of Minerals Technologies. The Board of
Directors has determined that each of the members of the Corporate Governance
Committee is independent in accordance with the rules of the New York Stock
Exchange. The Corporate Governance Committee met three times in 2003.

The primary duties of the Corporate Governance Committee are:

The identification of individuals qualified to become Board members and the
recommendation to the Board of nominees for election to the Board at the
next annual meeting of stockholders or whenever a vacancy shall occur on
the Board;

The establishment and operation of committees of the Board; and

The development and recommendation to the Board of corporate governance
principles applicable to the Company.

The Corporate Governance Committee monitors the composition of the Board to
assure that it contains a reasonable balance of professional interests, business
experience, financial experience, and independent directors. If the Committee
determines that it is in the best interests of the Company to add new Board
members, it will consider nominations made from sitting members of the Board, as
well as nominations from other sources, including stockholders, made in
accordance with the by-laws of the Company. All nominees will be evaluated in
accordance with the specific needs of the Board and the Company, as determined
from time to time by the Board. The Committee will use its best judgment in
recommending to the Board nominees for election, without regard to the source of
the nominations.

The Chair of the Corporate Governance Committee may be reached directly at
the following e-mail address: governance.chair@mineralstech.com.

COMPENSATION OF DIRECTORS

Fees

Each of the directors, other than directors who are officers or employees of
Minerals Technologies, receives an annual retainer fee of $10,000 for serving as
a director, $1,000 for serving as a member of a committee of the Board (except
members of the Audit Committee, who receive $2,500), and an additional $1,000 if
serving as a committee chair (except the Chair of the Audit Committee, who
receives an additional $2,500). Non-employee directors also receive a fee of
$2,000 for each meeting of the Board they attend and $500 for each committee
meeting they attend. Directors also receive compensation under the plans
described below.

Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors

Under the Nonfunded Deferred Compensation and Unit Award Plan for
Non-Employee Directors, directors who are not employees of Minerals Technologies
have the right to defer their fees. At each director's election, his or her
deferred fees will be credited to his or her account either as dollars or as
units which have the economic value of one share of Minerals Technologies stock.
Dollar balances in a director's account bear interest at a rate of return equal
to the rate of return for the Fixed Income Fund in the Minerals Technologies
Inc. Savings and Investment Plan. If a director elects to have his or her
deferred fees credited to his or her account as units, the number of units
credited is calculated by dividing the amount of the deferred fees by the
closing price of our common stock as of the last business day prior to the date
on which the fees would otherwise be paid.

Each non-employee director is credited with 500 units upon first joining the
Board and with an additional 500 units each year as of the date of the Annual
Meeting of Stockholders, plus 65 units each

year for serving as a member of a committee of the Board and an additional 15
units for serving as chair of a committee. In addition, each member receives 15
units for attending any committee meeting and an additional 10 units for serving
as chair of a committee meeting.

The units in a director's account are increased by the value of any
dividends on our common stock. In the case of cash dividends, the units are
increased by a number calculated by multiplying the cash dividend per share
times the number of units in the director's account on the related dividend
record date and dividing the result by the closing market price of the common
stock on the day prior to the dividend payment date. In the case of stock
dividends, the units would be increased by a number calculated by multiplying
the stock dividend per share times the number of units in the director's account
on the related dividend record date.

At the time of the director's termination of service on the Board, the
amount held in his or her account is payable in cash only. Based on the
director's prior choice to accumulate dollars or units as described above, the
director receives either (i) the amount of his or her deferred fees plus accrued
interest, or (ii) an amount determined by multiplying the number of units in his
or her account by the closing market price of the common stock on the last
business day prior to the date of payment. Payments are made in a lump sum or in
installments, at the election of the director.

Stock Award and Incentive Plan

Directors are eligible under the Minerals Technologies Stock Award and
Incentive Plan to receive options to purchase common stock, at the same time and
on the same basis as across-the-board options are granted to Minerals
Technologies' U.S.-based employees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Steere, who was a director of Minerals Technologies until December 31,
2003, is a director and former Chairman and Chief Executive Officer of Pfizer
Inc. Dr. Valles, who is a director and former Chairman and Chief Executive
Officer of Minerals Technologies, is a member of the Board of Directors of
Pfizer Inc. During 2003, Pfizer Inc. made a series of purchases of precipitated
calcium carbonate from Minerals Technologies totaling approximately $1.6
million. These transactions were entered into by Minerals Technologies pursuant
to arm's-length negotiations in the ordinary course of business and on terms
that we believe to be fair.

Mr. Golub, a director of Minerals Technologies, is Managing Director of
Lazard Freres & Co. LLC. Minerals Technologies has engaged Lazard Freres to
provide investment banking services from time to time with respect to a variety
of financial matters. No such services were provided during 2003. In addition,
Lazard Freres acts as our broker in connection with our ongoing program of
repurchases of a portion of our outstanding common stock. To obtain this
business, Lazard Freres, in an arm's-length transaction, agreed to meet a
competitive bid structured as a fixed commission on each share repurchased.
Payments by the Company to Lazard Freres in connection with such brokerage
services were less than $10,000 during 2003.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AS OF JANUARY 31, 2004

AMOUNT AND
NATURE OF PERCENT NUMBER OF
TITLE OF NAME AND ADDRESS OF BENEFICIAL OF UNITS
CLASS BENEFICIAL OWNER(a) OWNERSHIP(b) CLASS OWNED(c)
----- ------------------- ------------ ----- --------

Common............................... T. Rowe Price Associates, Inc. 1,476,040(d) 7.2% --
100 E. Pratt Street
Baltimore, MD 21202

Franklin Resources, Inc. 1,432,637(e) 7.0% --
One Franklin Parkway
San Mateo, CA 94403
New York, NY 10020

State Street Bank and Trust 1,182,499(f) 5.8% --
Company
225 Franklin Street
Boston, MA 02110

Vanguard Horizon Funds -- 1,060,000(g) 5.2% --
Vanguard Capital
Opportunity Fund
100 Vanguard Blvd.
Malvern, PA 19355

Manning & Napier 1,056,387(h) 5.2% --
Advisors, Inc.
1100 Chase Square
Rochester, NY 14604

Wellington Management 1,019,700(i) 5.0% --
Company, LLP
75 State Street
Boston, MA 02109

P. R. Saueracker 203,914(j) 1.0% 16,374

J. A. Sorel 53,201(k) * 4,504

H. R. Crabtree 20,587(l) * 6,045

K. L. Massimine 27,765(m) * 1,395

S.G. Gray 87,555(n) * 3,502

J. B. Curcio 2,027(o) * 5,476

D. R. Dunham -- * 1,284

S. J. Golub 3,345(p) * 10,074

K. M. Johnson 106(q) * 2,918

P. M. Meister 1,255(r) * 8,883

M. F. Pasquale 2,063(s) * 4,976

J. T. Reid -- * 2,046

W.C. Stivers -- * 930

J.-P. Valles 403,052(t) 1.9% 3,657

---------

(a) The address of each director and officer is c/o Minerals Technologies Inc.,
The Chrysler Building, 405 Lexington Avenue, New York, NY 10174-1901.

(b) Sole voting and investment power, except as otherwise indicated.

(c) 'Units,' which entitle the officer or director to a cash benefit equal to
the number of units in his or her account multiplied by the closing price
of our common stock on the business day prior to the date of payment, have
been credited to Messrs. Saueracker, Sorel, Crabtree, Gray and Massimine
under the Nonfunded Deferred Compensation and Supplemental Savings Plan;
and to Messrs. Curcio, Dunham, Golub, Meister, Pasquale, Stivers, Dr. Reid,
Dr. Johnson and Dr. Valles under the Nonfunded Deferred Compensation and
Unit Award Plan for Non-Employee Directors (see 'Board of Directors,
Committees and Compensation -- Director Compensation' above).

(footnotes continued on next page)

(footnotes continued from previous page)

(d) Based on a statement on Schedule 13G dated February 13, 2004 filed with the
Securities and Exchange Commission on behalf of T. Rowe Price Associates,
Inc., a registered investment adviser. These securities are owned by
various individual and institutional investors which T. Rowe Price
Associates, Inc. (Price Associates) serves as investment adviser with power
to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

(e) Based on a statement on Schedule 13G dated February 6, 2004 filed with the
Securities and Exchange Commission on behalf of Franklin Resources, Inc., a
holding company, Charles B. Johnson and Rupert H. Johnson, Jr. These
securities are owned by various individual and institutional investors
served by Franklin Advisers, Inc., Fiduciary Trust Company International
and Franklin Private Client Group, which are investment adviser
subsidiaries of Franklin Resources, Inc. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Charles B. Johnson and
Rupert H. Johnson, Jr., are control persons of Franklin Resources, Inc. and
together with Franklin Resources, Inc. each is deemed to be a beneficial
owner of these securities; however, each expressly disclaims such
beneficial ownership.

(f) Based on a statement on Schedule 13G dated February 5, 2004 filed with the
Securities and Exchange Commission on behalf of State Street Bank and Trust
Company, a bank.

(g) Based on a statement on Schedule 13G dated February 3, 2004 filed with the
Securities and Exchange Commission on behalf of Vanguard Horizon
Funds -- Vanguard Capital Opportunity Fund, a registered investment
adviser.

(h) Based on a statement on Schedule 13G dated January 6, 2004 filed with the
Securities and Exchange Commission on behalf of Manning & Napier Advisors,
Inc., a registered investment adviser.

(i) Based on a statement on Schedule 13G dated February 13, 2004 filed with the
Securities and Exchange Commission on behalf of Wellington Management
Company, LLP, a registered investment adviser and the parent holding
company of Wellington Trust Company, NA, a bank. The address of both the
foregoing entities is 75 State Street, Boston, MA 02109.

(j) 180,808 of these shares are subject to options which are exercisable
currently or within 60 days.

(k) 50,074 of these shares are subject to options which are exercisable
currently or within 60 days.

(l) 10,602 of these shares are subject to options which are exercisable
currently or within 60 days.

(m) 25,335 of these shares are subject to options which are exercisable
currently or within 60 days.

(n) 210 of these shares are held in the name of family members, and Mr. Gray
disclaims any beneficial interest in those shares. 71,188 of these shares
are subject to options which are exercisable currently or within 60 days.

(o) 127 of these shares are subject to options which are exercisable currently
or within 60 days.

(p) 245 of these shares are subject to options which are exercisable currently
or within 60 days.

(q) 106 of these shares are subject to options which are exercisable currently
or within 60 days.

(r) 255 of these shares are subject to options which are exercisable currently
or within 60 days.

(s) 263 of these shares are subject to options which are exercisable currently
or within 60 days.

(t) 75,757 of these shares are held by Dr. Valles and his wife as joint
tenants, and Dr. Valles has shared investment and voting power with respect
to those shares. 303,052 of these shares are subject to options which are
exercisable currently or within 60 days.

* Less than 1%.

As a group, our directors and officers (20 individuals) own 929,327 shares
of common stock (including 754,745 shares subject to options which are
exercisable currently or within 60 days), representing approximately 4.4% of the
common stock, and 75,531 units.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of our records and of copies furnished to us of
reports under Section 16(a) of the Securities Exchange Act of 1934, or written
representations that no such reports were required, we believe that all reports
required to be filed by our directors, officers and greater than 10%
stockholders were timely filed.

REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

The Compensation Committee Report, the Audit Committee Report, the Audit
Committee Charter, references to the independence of directors, and the Stock
Performance Graph are not deemed to be 'soliciting material' or 'filed' with the
Securities and Exchange Commission, are not subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934 as amended (the 'Exchange
Act'), and shall not be deemed incorporated by reference into any filings
previously made or made in the future by our company under the Exchange Act or
the Securities Act of 1933, as amended, except to the extent that Minerals
Technologies Inc. specifically incorporates any such information into a document
that is filed.

The following report of the Compensation Committee of the Board sets forth
the Committee's policies applicable to the executive officers of Minerals
Technologies.

This report is provided by the Compensation Committee of the Board
of Directors. The members of the Compensation Committee are independent
outside directors who are not employees of Minerals Technologies, and
none serves as a member of the compensation committee of any company
that has an executive officer who also serves as a director of Minerals
Technologies. The members of the Committee satisfy all applicable
requirements for a corporation listed on the New York Stock Exchange and
are considered 'independent' as that term has been defined by the
Exchange.

The primary purpose of the Compensation Committee is to assist the
Board of Directors in the discharge of its responsibilities to the
stockholders, potential stockholders, other constituents and the
investment community by overseeing: (1) the executive compensation
practices of the Company; (2) administration of the Company's
compensation and benefits programs for employees and non-employee
members of the Board; and (3) the production of an annual report on
executive compensation for inclusion in the Company's proxy statement.

COMPENSATION PHILOSOPHY

The Compensation Committee believes that the compensation program
for executive officers should reward the achievement of the short-term
and long-term objectives of Minerals Technologies, and that compensation
should be related to the value created for its stockholders.

The following objectives serve as guiding principles for the
Committee:

Provide a competitive total compensation opportunity that allows
Minerals Technologies to attract, retain, motivate and reward highly
skilled executives;

Establish a strong pay for performance culture based on the
achievement of key business objectives;

Provide total remuneration for executives targeted to approximate the
third quartile of the marketplace based on the attainment of
established performance criteria; and

Strengthen the linkage between executive and stockholder interests
through the usage of equity awards and executive stock ownership.

The three key elements of this program are (1) annual base salary,
(2) short-term incentive bonus opportunity, and (3) long-term
incentives. In establishing market levels of compensation, the Committee
utilizes the services of an independent compensation consulting firm.
Market levels are determined based on a review of compensation practices
at a comparator group of specialty chemical companies, as well as
general industry and chemical industry surveys of similar sized
companies.

BASE PAY

Base salaries are determined in accordance with the responsibilities
of each officer, the officer's tenure in position, performance and
market data for the position. Each employee of Minerals Technologies
receives an annual performance rating. The performance rating of the
Chairman, President and Chief Executive Officer is assigned by the
Compensation Committee and approved by the Board. The performance
ratings of the other elected corporate officers, including those named
in the Summary Compensation Table appearing in this proxy statement (the
'principal executives'), are assigned by the Chairman, President and
Chief Executive Officer and reviewed by the Compensation Committee.

Based on Company performance, general business outlook and industry
compensation trends, management each year sets a guideline
corporate-wide average percentage compensation adjustment for all
employees for the coming year. The percentage increase received by a
particular employee is determined on the basis of the employee's
performance rating and current compensation level within the range
established for the employee's position.

SHORT-TERM INCENTIVE PAYMENT

The short-term incentive bonus targets for officers are expressed as
a percentage of base salary. Depending upon the extent to which the
company's performance during the year meets targets established by the
Board early in the year, a bonus payment ranging from 0% (for
performance of less than 85% of targets) up to 150% of base salary (for
performance greater than 120%) is available to the Chief Executive
Officer. The bonus payments can range from 0% up to 120% of base salary
for other principal executives. These payments, which are made in the
following year, are shown as the Bonus for each principal executive in
the year to which they are attributable in the Summary Compensation
Table included in this proxy statement. This incentive program is
intended to more closely link the principal executives' pay to the
success of the company and the value created for stockholders in the
preceding year.

For 2003, this was measured by net income as compared to target, on
a corporate and divisional basis. At the beginning of each year, the
Board establishes a target for these factors and sets up a scoring
system to measure at year-end the extent to which the targets are met.
At year-end, a formula is applied to the scores to determine the level
of the incentive payment to be received by the principal executive. The
Committee then considers whether there are other factors that should
also be taken into consideration in establishing the overall level of
compensation of each principal executive. It will, for example, take
into consideration actions that have been taken by management to benefit
stockholders in the longer term that may have a negative impact on the
factors and annual targets established. During 2003, Minerals
Technologies achieved 94.7% of performance targets resulting in
incentive payments that were 73.5% of established targets.

LONG-TERM INCENTIVE

In 2001 and 2002, the Committee granted performance units vesting at
the end of three years according to the achievement of pre-established
goals. For the 2001 grant, performance units vest based on cumulative
earnings per share targets and total stockholder return compared to the
S&P Midcap 400 Materials Index at the end of the period. Vested
performance units are paid out in cash at the end of the performance
period. Based on the

Company's cumulative EPS and total stockholder return performance for
the 2001-2003 period, 45% of target performance units vested.

Historically, the Compensation Committee granted options to purchase
Minerals Technologies common stock to the principal executives
approximately every three years. In addition, special grants were made
to reflect extraordinary achievements or in connection with important
promotions.

In 2003, the Compensation Committee modified the long term incentive
program in order to accomplish the following objectives:

Provide competitive compensation opportunities that support the
business plan of the company;

Link pay to both business and stock price performance;

Strengthen the linkage between executives and stockholders through
share ownership; and

Provide stronger retention vehicles for key executives.

Three vehicles were utilized in 2003 as part of the long term
incentive program as authorized under the Company's 2001 Stock Award and
Incentive Plan:

Stock options;

Performance units; and

Performance-accelerated deferred restricted stock units (DRSUs).

STOCK OPTIONS

In order to focus executives on future stock price appreciation,
stock options with an exercise price equal to the fair market value on
the date of grant were awarded on July 1, 2003. These options have a
ten-year term and vest in equal installments on each of the first three
anniversaries from the date of grant.

PERFORMANCE UNITS

In order to focus executives on key business performance metrics,
performance units were granted in 2003. Performance units vest at the
end of a three-year performance period. The value of each performance
unit is dependent on the Company's Return on Capital Employed during the
performance period. If performance does not meet minimum threshold
levels, the unit will be worth $0. At target performance a unit is worth
$100 and may be worth up to $300 at maximum performance levels. The
performance unit value is paid out in cash at the end of the performance
period.

PERFORMANCE-ACCELERATED DEFERRED RESTRICTED STOCK UNITS (DRSUs)

In order to align executives' interests with stockholders and reward
superior performance, the Company granted performance-accelerated
deferred restricted stock units (DRSUs) on July 1, 2003. DRSUs vest in
the fifth year after the date of grant. Vesting may be accelerated if
the Company's total stockholder return (TSR) exceeds the S&P Midcap 400
Materials Index. 50% of the DRSUs awarded to the executives may vest two
years after the date of grant if the Company's TSR exceeds the TSR of
the S&P Midcap 400 Materials Index over the two-year performance period.
All DRSUs may vest three years after the date of grant if the Company's
TSR exceeds the TSR of the S&P Midcap 400 Materials Index over the
three-year performance period.

SHARE RETENTION REQUIREMENTS

To further align the interests of management with the Company's
stockholders, the Committee established share retention requirements in
connection with the 2003 long term incentive awards. 50% of the
after-tax value of stock option exercise proceeds must be held in

company stock for a minimum of five years following exercise. In
addition, 50% of any Company stock issued following the vesting of DRSUs
must be retained by the recipient for a minimum of five years.

2003 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER

After careful review of Mr. Saueracker's performance, and pay
practices at comparable companies, Mr. Saueracker's annual base salary
was raised to $610,000, an increase of 6.1%, in January 2004. Based on
2003 performance against pre-established net income targets (94.7%
attainment), Mr. Saueracker's bonus was $317,000 (73.5% of target). In
connection with the revised 2003 long term incentive program,
Mr. Saueracker received an equally balanced long term award value
consisting of a stock option grant of 20,000 shares, 3,600 performance
units and 7,900 DRSUs. As part of the 2001 performance unit grant
previously described, Mr. Saueracker received $96,154 (45% of target
units) based on the Company's EPS and TSR performance for the three-year
period ending December 31, 2003.

DISCRETIONARY AUTHORITY OF THE COMMITTEE

The Compensation Committee believes that the application of the
procedures described above will generally result in fair and adequate
compensation to each principal executive. However, the Compensation
Committee also believes that no arbitrary formula is an adequate
substitute for individual judgments in all cases, particularly in
determining the value of a principal executive's contribution to the
success of the company. Therefore, the Committee may from time to time
use its discretion in deviating from the above procedures (including,
possibly, modifying the factors discussed above or varying their
weighting) to set compensation levels for the principal executives and
others that best serve the interests of the company and its
stockholders.

INTERNAL REVENUE CODE SECTION 162(m)

Internal Revenue Code Section 162(m) and regulations thereunder,
which limit the deductibility of certain executive compensation in
excess of $1,000,000, did not result in any disallowance of a deduction
for compensation payments made by Minerals Technologies for the 2003
fiscal year. However, the Committee has determined that, in order to
retain the discretion referred to in the previous paragraph; it reserves
the right to make compensation payments that in part may not qualify for
a tax deduction because of the limitations of Internal Revenue Code
Section 162(m).

John B. Curcio, Chair
Duane R. Dunham
Paul M. Meister
William C. Steere, Jr.

PERFORMANCE GRAPH

This line graph compares Minerals Technologies' cumulative total stockholder
return with the S&P 500 Index, as a performance indicator for the overall stock
market, and the S&P Midcap 400 Materials Index, a published industry index.

The starting point for the comparison is a hypothetical investment of $100
in our common stock and in each of the indexes at the close of the last trading
day of 1998. The ending point is the close of the last trading day of 2003, at
which time the price of our common stock was $59.25.

CUMULATIVE TOTAL STOCKHOLDER RETURN
MINERALS TECHNOLOGIES INC., S&P 500 INDEX, AND S&P MIDCAP 400 MATERIALS INDEX

[CHART]

---------------------------------------------------------------------------------------------------
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
1998 1999 2000 2001 2002 2003
---------------------------------------------------------------------------------------------------

MTI 100.0 98.08 83.90 114.74 106.38 146.39
---------------------------------------------------------------------------------------------------
S&P 500 100.0 121.04 110.02 96.95 75.52 97.18
---------------------------------------------------------------------------------------------------
S&P Midcap 400 Materials 100.0 91.23 92.91 102.39 91.68 114.34
---------------------------------------------------------------------------------------------------

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

This table shows the cash and other compensation paid or accrued for
services to Minerals Technologies and its subsidiaries by the Chairman,
President and Chief Executive Officer, and by the four other most highly
compensated executive officers who held such positions as of the end of 2003
(the 'named executive officers'), for the three fiscal years ended December 31,
2003.

LONG-TERM ALL OTHER
COMPENSATION COMPENSATION($)(b)
--------------------------------- ------------------
DEFERRED
ANNUAL RESTRICTED
COMPENSATION STOCK SECURITIES
-------------------- AWARDS UNDERLYING OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) VALUE($)(a) (NUMBER OF SHARES)
--------------------------- ---- --------- -------- ----------- ------------------

Paul R. Saueracker(c).......... 2003 563,462 413,154 427,390 20,000 30,541
Chairman, President 2002 546,154 200,063 -- 1,649 32,040
and Chief Executive Officer 2001 495,766 253,125 -- 20,000 23,094

John A. Sorel(d)............... 2003 284,077 173,777 167,710 8,000 14,448
Senior Vice President, 2002 262,692 77,115 -- 684 14,535
Finance, Chief Financial
Officer and Treasurer 2001 234,569 99,652 -- 10,000 9,583

Howard R. Crabtree(e).......... 2003 275,000 169,377 108,200 5,000 13,241
Senior Vice President, 2002 273,077 56,018 -- 902 14,333
Technology and Logistics 2001 248,120 84,375 -- 10,000 12,637

Kenneth L. Massimine(f)........ 2003 268,616 175,177 221,012 10,000 13,616
Senior Vice President, 2002 236,923 71,784 -- 581 12,983
Managing Director, Paper PCC 2001 198,039 86,280 -- 10,000 8,137

S. Garrett Gray................ 2003 264,462 145,477 108,200 5,000 13,090
Vice President, General 2002 257,385 62,565 -- 908 13,681
Counsel and Secretary 2001 249,764 84,375 -- 10,000 12,714

---------

(a) The amounts shown in this column as part of 2003 compensation for Messrs.
Saueracker, Sorel, Crabtree, and Gray represent the value of Deferred
Restricted Stock Units granted to each of those officers on November 5,
2003, calculated by multiplying the number of shares awarded by the closing
price on the date of the grant. The amount shown for Mr. Massimine
represents the value of Deferred Restricted Stock Units granted to him on
January 23, 2003 and on November 5, 2003, calculated by adding the product
of the number of shares awarded by the closing price on the date of the
grant. The value of each officer's aggregated restricted stock holdings at
the end of 2003 was as follows: Mr. Saueracker, $468,075; Mr. Sorel,
$183,675; Mr. Crabtree, $118,500; Mr. Massimine, $246,184; and Mr. Gray,
$118,500. Dividends will not be paid on the Deferred Restricted Stock
Units.

(b) The amounts shown in this column as part of 2003 compensation for Messrs.
Saueracker, Sorel, Crabtree, Massimine and Gray represent amounts
contributed on their behalf to the Savings and Investment Plan and the
Non-Funded Deferred Compensation and Supplemental Savings Plan.

(d) Mr. Sorel became Senior Vice President, Chief Financial Officer and
Treasurer effective November 20, 2002. Prior to that he had been Senior
Vice President, Corporate Development and Finance, since December 2001, and
Senior Vice President and Managing Director, PCC since January 2001.
(footnotes continued on next page)

(footnotes continued from previous page)

(e) Mr. Crabtree became Senior Vice President, Technology and Logistics on
November 20, 2002. Prior to that he had been Senior Vice President, Minteq
since December 12, 2001, and Vice President -- Organization and Human
Resources since 1996.

(f) Mr. Massimine became Senior Vice President, Managing Director, Paper PCC on
December 12, 2001. Prior to that he had been Vice President and Managing
Director, Processed Minerals since 1999.

EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS

EMPLOYMENT AGREEMENTS

In January 2002, Minerals Technologies entered into employment agreements
with the following individuals for the indicated terms and for not less than the
annual base salaries indicated: Mr. Saueracker, 24 months, $550,000; Mr. Sorel,
18 months, $265,000; Mr. Crabtree, 18 months, $275,000; Mr. Massimine, 18
months, $240,000; and, in March 2001, with Mr. Gray, 18 months, $250,000. The
term of each of these agreements is extended on the first day of each month for
an additional month, unless either the employee or the employer gives the other
written notice that the agreement should not be further extended. Each of the
named executive officers may also receive salary increases and annual bonuses in
amounts to be determined by the Board or the Compensation Committee. The
agreements also entitle the named executive officers to participate in employee
benefit plans and other fringe benefits that are generally available to our
executive employees.

Under the agreements, each named executive officer has agreed to comply with
certain customary provisions, including covenants not to disclose our
confidential information at any time and not to compete with our business during
the term of the agreement and, subject to our continued payment of amounts under
the agreement, for two years thereafter. We may terminate the employment
agreements before the end of the specified term of employment for 'cause' as
defined in the agreements.

SEVERANCE AGREEMENTS

Minerals Technologies has entered into severance agreements with certain of
its executive officers, including each of the named executive officers. The
agreements continue through December 31 of each year, and are automatically
extended in one-year increments unless we choose to terminate them. If a change
in control occurs, the severance agreements are effective for a period of four
years from the end of the then existing term. These agreements are intended to
provide for continuity of management in the event of a change in control of
Minerals Technologies.

If, following a change in control, the executive is terminated by Minerals
Technologies for any reason, other than for disability, death, retirement or for
cause (as defined in the agreements), or if the executive terminates his or her
employment for good reason (as defined in the agreements), then the executive is
entitled to a severance payment of 2.99 times the executive's base amount (as
defined in the agreements). The severance payment generally will be made in a
lump sum. For a period of up to two years following a termination that entitles
an executive to severance payments, Minerals Technologies will provide life,
disability, accident and health insurance coverage substantially similar to the
benefits provided before termination, except to the extent such coverages would
result in an excise tax being imposed under Section 4999 of the Internal Revenue
Code.

The agreements also provide that upon the occurrence of certain stated
events that constitute a 'potential change in control' of Minerals Technologies,
the executive agrees not to voluntarily terminate his employment with Minerals
Technologies for a six-month period.

Under the severance agreements, a change in control includes any of the
following events unless approved by the Board: (i) we are required to report a
'change in control' in accordance with the Securities Exchange Act of 1934;
(ii) any person acquires 15% of our voting securities; (iii) a majority of our
directors are replaced during a two-year period; or (iv) our stockholders
approve a merger, liquidation or sale of assets.

STOCK AWARD AND INCENTIVE PLAN

The Stock Award and Incentive Plan provides that all non-vested stock
options granted under the plan may, at the discretion of the Compensation
Committee, be made immediately exercisable upon the employee's retirement or
upon a change in control of Minerals Technologies (as defined in the plan).

RETIREMENT PLANS

Each of the named executive officers is entitled to benefits under the
defined benefit pension plans which we maintain. The Retirement Plan is a tax
qualified pension plan which pays retirement benefits within the limits
prescribed by the Internal Revenue Code. The Nonfunded Supplemental Retirement
Plan is an unfunded, non-tax qualified pension plan which pays retirement
benefits in excess of such Code limits. Benefits under the Retirement Plan and
the Nonfunded Supplemental Retirement Plan are based upon an annuity equal to
the greater of (i) 1.4% of a participant's career earnings or (ii) 1.75% of a
participant's career earnings less 1.5% of primary Social Security benefits,
multiplied by years of service up to 35 years. For purposes of this formula, a
participant's 'career earnings' are based on the average earnings for the five
highest consecutive calendar years prior to January 1, 1998, and on actual
earnings for periods after December 31, 1997.

Under the Retirement Plan and the Nonfunded Supplemental Retirement Plan,
each of the named executive officers would be entitled to the following annual
benefits after retirement: Mr. Saueracker, $186,765; Mr. Sorel, $125,372; Mr.
Crabtree, $141,901; Mr. Massimine, $84,894; and Mr. Gray, $103,432. This assumes
that (i) payments will be made in the form of a 50% joint and survivor annuity;
(ii) employment will be continued until normal retirement at age 65 (in the case
of Mr. Gray, until December 31, 2004); and (iii) creditable compensation will
continue at 2003 levels until retirement.

GRANTOR TRUST

In order to secure the benefits accrued under the Nonfunded Supplemental
Retirement Plan and the Nonfunded Deferred Compensation and Supplemental Savings
Plan (an unfunded, non-tax qualified plan which pays amounts in excess of the
limits which the Internal Revenue Code imposes on benefits under our Savings and
Investment Plan), Minerals Technologies has entered into an agreement
establishing a grantor trust within the meaning of the Internal Revenue Code.
Under the Grantor Trust Agreement, we are required to make certain contributions
of cash or other property to the trust upon the retirement of individuals who
are beneficiaries of those plans; upon the occurrence of certain events defined
as constituting a 'Change of Control;' and in certain other circumstances.

OPTION GRANTS IN LAST FISCAL YEAR

This table provides information on options granted to all of the named
executive officers on July 1, 2003. The last two columns of the table show the
potential realizable value of the options in each of two hypothetical cases. The
first case assumes that the price of the stock increases at a rate of five per
cent per year over the term of the options, which, in the case of the July 2003
grants, would result in a price of approximately $80.00 per share in 2013 and an
increase in aggregate stockholder value of approximately $633 million. The
second case assumes that the price of the stock increases at a rate of ten per
cent per year over the term of the options, which, in the case of the July 2003
grants, would result in a price of approximately $127.39 per share in 2013 and
an increase in aggregate stockholder value of approximately $1,604 million. The
actual market value of the stock at any future date may or may not correspond to
any of these hypothetical cases.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
---------------------------------------------------------------------------------------- ---------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/SARS OPTIONS/SARS
GRANTED GRANTED TO EXERCISE OR
(NUMBER OF EMPLOYEES IN BASE PRICE
SHARES)(a) FISCAL YEAR ($/SHARE) EXPIRATION DATE 5%($) 10%($)
---------- ----------- --------- --------------- ----- ------

P. R. Saueracker........... 20,000 23.7% 49.115 July 1, 2013 617,763 1,565,533
J. A. Sorel................ 8,000 9.5% 49.115 July 1, 2013 247,105 626,213
H. R. Crabtree............. 5,000 5.9% 49.115 July 1, 2013 154,440 391,383
K. L. Massimine............ 10,000 11.8% 49.115 July 1, 2013 308,882 782,767
S. G. Gray................. 5,000 5.9% 49.115 July 1, 2013 154,440 391,383

---------

(a) One-third of the total number of options granted vests on each of the
first, second and third anniversaries of the grant date.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table shows the value realized by each of the indicated
officers upon exercise of options during 2003, measured using the price of our
common stock on the day of exercise, and the value of the options held by each
named executive officer at year-end, measured using the average of the high and
low trading prices ($59.735) of our common stock on December 31, 2003.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS AT FISCAL YEAR-END IN-THE-MONEY OPTIONS
ON EXERCISE (NUMBER OF SHARES) AT FISCAL YEAR-END($)
(NUMBER OF VALUE --------------------------- ---------------------------
SHARES) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- ----------- ----------- ------------- ----------- -------------

P. R. Saueracker..... 12,000 152,568 173,592 27,765 3,352,266 392,858
J. A. Sorel.......... 4,000 45,683 46,513 11,789 1,076,736 173,963
H. R. Crabtree....... 50,767 704,725 6,968 8,934 170,021 144,004
K. L. Massimine...... 0 0 25,115 13,720 564,949 194,299
S. G. Gray........... 0 0 67,552 8,938 1,481,268 144,057

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

The following table gives information concerning the participation of the
named executive officers in the 2001 Stock Award and Incentive Plan as modified
by the Company in 2003. Under this plan, the named executive officers and
certain other executives were awarded units whose value will be determined based
on a non-discretionary formula which measures our performance over a three-year
period using performance goals that were determined by the Compensation
Committee and approved by the Board. The formula is based on the target return
on capital employed over the three-year period. If our performance is below the
threshold level set forth in the plan, the value of the units will be zero. To
the extent the Company's performance exceeds the threshold performance level,
the value of the units will increase up to the maximum amount of $300 per unit.
The plan is also discussed in the Report of the Compensation Committee below.

ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(1)
-------------------------------------
NUMBER PERFORMANCE PERIOD (OR OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME OF UNITS MATURATION OR PAYMENT) (2)($) (3)($) (4)($)
---- -------- ---------------------- ------ ------ ------

P. R. Saueracker......... 3,600 January 1, 2003 - December 31, 2005 180,000 360,000 1,080,000
J. A. Sorel.............. 1,400 January 1, 2003 - December 31, 2005 70,000 140,000 420,000
H. R. Crabtree........... 900 January 1, 2003 - December 31, 2005 45,000 90,000 270,000
K. L. Massimine.......... 1,800 January 1, 2003 - December 31, 2005 90,000 180,000 540,000
S. G. Gray............... 900 January 1, 2003 - December 31, 2005 45,000 90,000 270,000

---------

(1) The actual value of units that will be paid out at the end of the
performance period, if any, cannot be determined because the value of units
will be based upon the Company's future return on capital employed. If the
Company's performance is below the established threshold performance levels,
then the value of the units will be zero. To the extent the Company's
performance exceeds the threshold performance level, the units will increase
in value.

(2) The threshold amount of each unit is $50.

(3) The target amount of each unit is $100.

(4) The maximum amount of each unit is $300.

ITEM 1 -- ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. One class is elected
each year for a three-year term. This year the Board has nominated John B.
Curcio, Paul R. Saueracker and William C. Stivers, who are now directors of
Minerals Technologies, to serve for a three-year term expiring at the Annual
Meeting of Stockholders to be held in 2007.

The Board expects that the nominees will be available for election. If one
or more nominees should become unavailable, your proxy would be voted for a
nominee or nominees who would be designated by the Board, unless the Board
reduces the number of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF EACH OF
JOHN B. CURCIO, PAUL R. SAUERACKER AND WILLIAM C. STIVERS.

NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION,
MAY 26, 2004 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS
-------------------------------- -----------------------------------------------------------

NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2007

John B. Curcio............. 69 Retired Chairman of the Board and Chief Executive Officer,
Mack Trucks, Inc. Vice Chairman and a Director of Harvard
[Photo: CURCIO] Industries Inc., a manufacturer of automotive accessories,
from 1985 to 1993. Member of the Board of Directors of
Bethlehem Steel Corporation from 1988 to 2003. Director of
Minerals Technologies Inc. since 1992. Chair of the
Compensation Committee of Minerals Technologies Inc.

Paul R. Saueracker......... 62 Chairman of the Board of Minerals Technologies Inc. since
October 2001. Chief Executive Officer of Minerals
[Photo: SAUERACKER] Technologies Inc. since December 31, 2000. President of
Minerals Technologies Inc. since August 2000. Senior Vice
President from 1999 to 2000. Vice President from 1994 to
1999. President and Chief Executive Officer of Specialty
Minerals Inc. from 1994 to 2002. Member of the Board of
Directors of the National Association of Manufacturers,
Washington, D.C. Former Member of the Board of Trustees of
the Institute of Paper Science and Technology, Atlanta,
Georgia. Director of Minerals Technologies Inc. since 2000.

William C. Stivers......... 65 Retired Executive Vice President of Weyerhaeuser Company,
serving as Chief Financial Officer from 1990 to 2003.
[Photo: STIVERS] Member of the Board of the Factory Mutual Insurance Company
and Chairman of its Finance Committee. Member of the
Financial Executives Institute. Former Chairman of St.
Francis Hospital and a former member of Chase Manhattan
Bank's National Advisory Board. Director of Minerals
Technologies Inc. since 2003. Member of the Audit Committee
of Minerals Technologies Inc.

DIRECTORS WHOSE TERMS EXPIRE IN 2006

Kristina M. Johnson........ 47 Dean of the Edmund T. Pratt, Jr. School of Engineering at
Duke University since 1999. Member of the Board of Guidant
[Photo: JOHNSON] Corporation since February 2004. Member of the Board from
1995 to 2002, and co-founder, of ColorLink Inc., a
manufacturer of components for color projection television.
Co-founder of KAJ, LLC, a patent and intellectual property
licensing company. Director and a member of the Audit
Committee of Dycom Industries, Inc., a provider of
specialty contracting services to telecommunications
providers, since November 2001. Professor of Electrical and
Computer Engineering at the University of Colorado from
1985 to 1999. Director of Minerals Technologies Inc. since
2000. Member of the Audit Committee and of the Corporate
Governance Committee of Minerals Technologies Inc.

Michael F. Pasquale........ 57 Business consultant since January 2001. Executive Vice
President and Chief Operating Officer of Hershey Foods
[Photo: PASQUALE] Corporation from February 2000 to December 2000. Prior to
holding this position, Mr. Pasquale was Senior Vice
President, Confectionery and Grocery of Hershey from 1999
to February 2000, President of Hershey Chocolate North
America from 1995 to 1998, President of Hershey Chocolate
USA from 1994 to 1995, and Senior Vice President and Chief
Financial Officer of Hershey Foods Corporation from 1988 to
1994. Member of the Board of Directors of Cold Fusion
Foods, Inc. Director of Minerals Technologies Inc. since
1992. Chair of the Audit Committee of Minerals Technologies
Inc.

John T. Reid............... 64 Adjunct Professor, Stern Business School, New York
University since 2001. CEO of CityQuicker, a website
[Photo: REID] providing information for expatriate executives and their
families, from 2000 to 2001. Chief Technological Officer of
Colgate-Palmolive Company, a global manufacturer of
consumer products, from 1997 to 2000. Member of the Board
of Directors, and of the Executive Committee and the Audit
Committee, of Center for Global Development since 2001.
Member of the Board of Directors, the Audit Committee and
the Governance Committee of Citizens' Committee for Children
since 2002. Director of Minerals Technologies Inc. since
February 2003. Chair of the Corporate Governance Committee
and member of the Audit Committee of Minerals Technologies Inc.

DIRECTORS WHOSE TERMS EXPIRE IN 2005

Duane R. Dunham............ 62 Retired in January 2002 as President and Chief Operating
Officer of Bethlehem Steel Corporation. Mr. Dunham served
[Photo: DUNHAM] as Chairman and Chief Executive Officer of Bethlehem Steel
from April 2000 to September 2001. Prior to that time he
was President and Chief Operating Officer from 1999 to
April 2000 and President of the Sparrows Point division
from 1993 to 1999. Director of Bethlehem Steel Corporation
from 1999 to 2001. Director of Minerals Technologies Inc.
since October 2002. Member of the Compensation Committee
and of the Corporate Governance Committee of Minerals
Technologies Inc.

Steven J. Golub............ 58 Managing Director since 1986 in the investment banking firm
of Lazard Freres & Co. LLC. Director of Minerals
[Photo: GOLUB] Technologies Inc. since 1993.

Jean-Paul Valles........... 67 Chairman of the Board of Minerals Technologies Inc. from
1989 to October 2001, and Chairman Emeritus of the Board
[Photo: VALLES] since October 2001. Chief Executive Officer of Minerals
Technologies Inc. from 1992 to December 31, 2000. Member of
the Board of Directors of Pfizer Inc. Member of the Board
of Overseers of the Stern School of Business. Director of
Minerals Technologies Inc. since 1989.

ITEM 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS

The Audit Committee of the Board has appointed KPMG LLP to serve as our
independent auditors for the current fiscal year, subject to the approval of the
stockholders. KPMG LLP and its predecessors have audited the financial records
of the businesses that compose Minerals Technologies for many years. We consider
the firm well qualified.

We expect that representatives of KPMG LLP will be present at the Annual
Meeting of Stockholders. These representatives will have the opportunity to make
a statement if they wish to do so, and will be available to respond to
appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the Company. The Audit Committee operates in
accordance with a written charter, which was adopted by the Board. A copy of
that charter is attached as Appendix 1 to this Proxy Statement.

As part of fulfilling its oversight responsibility, the Audit Committee
reviewed and discussed the audited financial statements of the Company for the
fiscal years ended December 31, 2003 with management. In addition, the Audit
Committee discussed with the Company's independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended,
'Communication with Audit Committees.'

The Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence, consistent with Independence Standards
Board Standard No. 1, 'Independence Discussions with Audit Committees,' and
discussed with the auditors any relationships that may impact their objectivity
and independence.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company incurred the following fees for services performed by KPMG LLP
in fiscal years 2003 and 2002:

2003 2002
---- ----

Audit Fees........................... $1,410,000 $1,138,000
Audit Related Fees................... 45,000 71,000
Tax Fees............................. 204,000 148,000
All Other Fees....................... 2,000 3,000
---------- ----------
Total Fees........................... $1,661,000 $1,360,000
---------- ----------
---------- ----------

Audit Fees. Audit fees are fees the Company paid to KPMG LLP for
professional services for the audit of the Company's consolidated financial
statements included in the Annual Report on Form 10-K and review of financial
statements included in Quarterly Reports on Form 10-Q, or for services that are
normally provided by the independent auditors in connection with statutory and
regulatory filings or engagements.

Audit Related Fees. Audit related fees are billed by KPMG LLP for assurance
and related services that are reasonably related to the audit or review of the
Company's financial statements, including due diligence and benefit plan audits.

Tax Fees. Tax fees are fees billed by KPMG LLP for tax compliance, tax
advice and tax planning.

All Other Fees. All other fees are fees billed by KPMG LLP to the Company
for any services not included in the first three categories.

Pre-Approval Policy. During fiscal year 2003, the Audit Committee
established a policy to require that it approve all services provided by its
independent auditors before the independent auditors provide those services. The
Audit Committee has pre-approved the engagement of the independent auditors for
audit services, audit-related services, tax services and all other fees within
defined limits. The percentage of fees paid to KPMG LLP for services that were
approved by the Audit Committee in accordance with its pre-approval policy is
100% with respect to fiscal year 2003.

The Audit Committee considered all these services in connection with KPMG
LLP's audit of the Company's financial statements for the fiscal years ended
December 31, 2003 and 2002, and concluded that they were compatible with
maintaining KPMG LLP's independence from the Company in the applicable periods.

Based upon the review and discussions referred to above, the Audit Committee
recommended to the Board that the Company's audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, for filing with the Securities and Exchange Commission.

Michael F. Pasquale, Chair
John T. Reid
Kristina M. Johnson
William C. Stivers

By order of the Board of Directors,

S. Garrett Gray

S. Garrett Gray
Secretary

APPENDIX 1

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF MINERALS TECHNOLOGIES INC.

I. PURPOSE

The primary purposes of the Audit Committee (the 'Committee') are to:

1. Assist the Board of Directors (the 'Board') in its oversight of (i) the
integrity of the Company's financial statements, (ii) the Company's
compliance with legal and regulatory requirements, (iii) the
qualifications and independence of the Company's independent auditor;
and (iv) the performance of the Company's internal audit function and
independent auditor;

2. Appoint, compensate, and oversee the work of any registered public
accounting firm employed by the Company (including resolution of
disagreements between management and the auditor concerning financial
reporting) for the purpose of preparing or issuing an audit report or
related work. Each such registered public accounting firm shall report
directly to the Committee; and

3. Prepare the report of the Committee that the rules of the Securities and
Exchange Commission (the 'Commission') require be included in the
Company's annual proxy statement.

To fulfill these purposes, the Committee shall have the powers and
responsibilities enumerated in Sections IV and V, below, and shall be provided
by the Company with appropriate funding for (i) compensation of any registered
public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Company;
(ii) compensation of any advisers employed by the Committee under item 32 of
Article V, below; and (iii) ordinary administrative expenses of the Committee
that are necessary and appropriate in carrying out its duties.

II. MEMBERSHIP

The Committee shall be composed of three or more directors as determined by
the Board, each of whom shall be independent and free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee. For purposes of
determining whether or not a director is independent, the Board shall, at a
minimum, apply the standards set forth in Section 303A of the Listed Company
Manual of the New York Stock Exchange (the 'NYSE Manual') and Section 301 of the
Sarbanes-Oxley Act of 2002 (the 'Act'). All members of the Committee shall have
a working familiarity with basic finance and accounting practices and must be
financially literate, as such qualification is interpreted by the Board, and at
least one member of the Committee shall be an 'audit committee financial expert'
as defined by the Commission. Committee members may enhance their familiarity
with finance and accounting by participating in educational programs. No member
of the Committee may serve on the audit committees of more than three public
companies, including the Committee.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board, and at such other times as vacancies may
occur, and shall serve until the next annual organizational meeting of the Board
or until their successors shall be duly elected and qualified. Unless a Chair is
elected by the Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communications, the
Committee should meet at least annually with management, the director of the
internal auditing department, and the independent auditor in separate executive
sessions to discuss any matters that the Committee or any of these groups
believe should be discussed privately. In addition, the Committee, or at least
the Chair, should meet with the independent

A-1

auditor and management quarterly to review the Company's Form 10-Q and the
matters required to be discussed by Statement of Auditing Standards ('SAS')
No. 61, prior to their filing or prior to the release of earnings reports.

IV. GENERAL POWERS

The general powers of the Audit Committee shall be to:

1. Oversee management's maintenance of the reliability and integrity of the
accounting policies and financial reporting and disclosure practices of
the Company;

2. Oversee management's establishment and maintenance of processes to
assure that an adequate system of internal control is functioning within
the Company; and

3. Oversee management's establishment and maintenance of processes to
assure compliance by the Company with all applicable laws, regulations,
and Company policies.

V. SPECIFIC DUTIES AND RESPONSIBILITIES

The specific duties and responsibilities of the Audit Committee shall be to:

1. Hold such regular meetings as may be necessary and such special
meetings as may be called by its Chair or at the request of the public
accounting firm serving as the Company's independent auditor or of the
Company's Controller;

2. Create an agenda for the ensuing year;

3. Review the performance of the Company's independent auditor and retain
them, subject to shareholder ratification, if applicable; request from
the independent auditor annually, a formal written statement
delineating all relationships between the independent auditor and the
Company, consistent with the provisions of the Act and the NYSE Manual;
discuss with the independent auditor any such disclosed relationships
and their impact on the independent auditor's independence; take
appropriate action in response to the independent auditor's report to
satisfy itself of the independent auditor's independence; and terminate
the independent auditor when and if such action shall, in the opinion
of the Committee, be appropriate;

4. Review and evaluate the lead partners of the independent auditor team
and ensure the rotation of audit partners as required by law;

5. Confer with the independent auditor and the internal auditing
department concerning the scope of their examinations of the books and
records of the Company and its subsidiaries; review and approve the
independent auditor's annual engagement letter; review and approve the
Company's internal audit charter, annual audit plans and budgets;
direct the attention of the auditor to specific matters or areas deemed
by the Committee or the auditor to be of special significance; and
authorize the auditor to perform such supplemental reviews or audits as
the Committee may deem desirable;

6. Review with management, the independent auditor, and the internal
auditing department, jointly or separately as the Committee deems
appropriate, significant risks and exposures, audit activities, and
significant audit findings, and regularly review with the independent
auditor any audit problems or difficulties and management's response
thereto;

7. Review the range and cost of audit and non-audit services proposed to
be performed by the independent auditor and approve in advance any such
services. The authority to pre-approve such services may be delegated
to one or more Committee members, who shall report any pre-approved
decision to the full Committee at its next regularly scheduled meeting;

8. Report the pre-approval of any permitted non-audit services to
management for disclosure in the Company's periodic reports;

A-2

9. Make itself available during the course of the audit or at other times,
either as a group or individually, to discuss any matters that might
affect the financial statements, internal controls or other financial
aspects of the operations of the Company or its subsidiaries;

10. Review with the independent auditor any comments on accounting
procedures and systems of control and all audit findings at all Company
locations subsequent to the completion of the audit; and review with
the independent auditor any questions, comments or suggestions they may
have relating to the internal controls, accounting practices or
procedures of the Company or its subsidiaries;

11. Review with management and the independent auditor the Company's annual
audited financial statements (and the independent auditor's opinion
with respect to such financial statements), and its quarterly financial
statements, including the nature and extent of any significant changes
in accounting principles or the application thereof and the matters
required to be discussed by SAS No. 61;

12. Make or cause to be made, from time to time, such other examinations or
reviews as the Committee may deem advisable with respect to the
adequacy of the systems of internal control and accounting practices of
the Company and its subsidiaries and with respect to current accounting
trends and developments, take such action with respect thereto as it
shall deem appropriate;

13. Review the results of audits conducted by the independent auditor and
the internal auditors regarding internal controls and other matters
relating to the accounting procedures and the books and records of the
Company and its subsidiaries, ensure that programs are in place to
implement all accepted recommendations made by the independent auditor
and the internal auditor, and review the correction of any controls
deemed to be deficient;

14. Provide an independent, direct line of communication between the Board,
the independent auditor, and the internal auditing department;

15. Review the adequacy of internal controls and procedures related to
executive travel and entertainment;

16. Review with appropriate Company personnel the actions taken to ensure
compliance with the Company's Summary of Policies on Business Conduct
and the results of confirmations and violations of those policies;

17. Review the programs and policies of the Company designed to ensure
compliance with applicable laws and regulations, including, but not
limited to, the Federal Corrupt Practices Act, and monitor the results
of these compliance efforts;

18. Review the Company's procedures to monitor its compliance with
applicable loan and indenture covenants and restrictions;

19. Report to the entire Board following the Committee's meetings and
activities and inform the Board of any issues that have arisen with
respect to the quality or integrity of the Company's financial
statements, with respect to its compliance with legal or regulatory
requirements, or with respect to the performance of its independent or
internal auditors;

20. Maintain minutes or other records of its meetings and activities;

21. Review the powers of the Committee annually and report and make
recommendations to the Board on these responsibilities;

22. Conduct or authorize investigations into any matters within its scope
of responsibilities and utilizing the assistance of independent
counsel, accountants, or other professionals as it may, in its sole
discretion, determine to be advisable;

23. Consider such other matters in relation to the financial affairs of the
Company and its accounts, and in relation to the internal and external
audit of the Company as it may, in its sole discretion, determine to be
advisable;

24. Obtain and review, at least annually, a report by the independent
auditor describing: (i) the independent auditor's internal
quality-control procedures; (ii) any material issues raised by the

A-3

most recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the firm, and any steps
taken to deal with any such issues; and (iii) all relationships between
the independent auditor and the Company that would be relevant to a
determination of the auditor's independence;

25. Discuss the Company's annual audited financial statements and quarterly
financial statements, including the Company's disclosures under
'Management Discussion and Analysis of Financial Condition and Results
of Operations,' with management and the independent auditor;

26. Review disclosures made to the Committee by the Company's CEO and CFO
during their certification process for the Form 10-K and Form 10-Q
about any significant deficiencies in the design or operation of
internal controls and any fraud involving management or other employees
who have a significant role in the Company's internal controls;

27. Discuss earnings press releases, including use of 'proforma' or
'adjusted' non-GAAP information, as well as financial information and
earnings guidance provided to analysts and rating agencies;

28. Discuss policies with respect to risk assessment and risk management
separately and with management;

29. Meet separately, periodically, with each of management, the internal
auditors, and the independent auditor;

30. Establish clear hiring policies for employees or former employees of
the independent auditor;

31. Establish procedures for (i) the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters, and (ii) the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters;

32. As appropriate, obtain advice and assistance from outside legal,
accounting, or other advisers;

33. At least annually, review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board for approval, and

34. Conduct an annual review of the Committee's own performance.

February 2004

A-4

[MINERALS TECHNOLOGIES LOGO]

This Proxy Statement is printed on paper containing precipitated calcium
carbonate (PCC) produced by Minerals Technologies Inc.

Appendix 2

MINERALS TECHNOLOGIES INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

Your vote is important. Please vote immediately.

Vote-by-Internet
Log on to the Internet and go to
http://www.eproxyvote.com/mtx

Vote-by-Telephone
Call toll-free
1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZMIT41

Please mark
[X] votes as in
this example. 3369

1. Election of Directors. Nominees:

(01) John B. Curcio, (02) Paul R. Saueracker, (03) William C. Stivers

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ]
-------------------------------------
For all nominees except as noted above

MINERALS TECHNOLOGIES INC.

COMMON STOCK

FOR AGAINST ABSTAIN
2. Ratification of appointment of auditors. [ ] [ ] [ ]

Mark box at right if an address change or comment has been noted on the
reverse side of this card. [ ]

Please be sure to sign and date this Proxy.

Signature: Date: Signature: Date:
----------------- ----- ----------------- ------

MINERALS TECHNOLOGIES INC.

Dear Stockholder,

Please take note of the important information enclosed with this Proxy Ballot.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares should be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope. You may also vote your shares by telephone or via the
internet. If you choose to vote by telephone or via the internet, you do not
need to return the attached card.

If you are a participant in the Minerals Technologies Inc. Savings and
Investment Plan, you may direct the Trustee how to vote the shares allocated to
your account under the Plan. If you do not direct the Trustee, the Trustee will
vote any undirected shares in the same proportion as those for which it has
received instructions. As a participant in the Plan, your vote remains
confidential.

Your vote must be received prior to the Annual Meeting of Stockholders on May
26, 2004.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Minerals Technologies Inc.

DETACH HERE ZMIT42

COMMON STOCK MINERALS TECHNOLOGIES INC. COMMON STOCK

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints, S.G. Gray and J.A. Sorel, or either of them, as
Proxies to vote at the Annual Meeting of Stockholders of Minerals Technologies
Inc. on May 26, 2004 and any adjournments or postponements thereof, on matters
which may properly come before the Annual Meeting, in accordance with and as
more fully described in the Notice of Meeting and Proxy Statement, receipt of
which is acknowledged.

The Proxies will vote your shares in accordance with your directions on this
card. If you do not indicate your choices on this card, the Proxies will vote
your shares FOR all proposals.

PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an
authorized officer, who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

------------------------------------ ---------------------------------------