Edgar Filing: MINERALS TECHNOLOGIES INC

Section 240.14a-101 Schedule 14A.
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MINERALS TECHNOLOGIES INC.
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(Name of Registrant as Specified In Its Charter)

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[MINERALS TECHNOLOGIES LOGO]

[MINERALS TECHNOLOGIES LETTERHEAD]

April 3, 2002

Dear Fellow Stockholder:

You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Minerals Technologies Inc., which will be held on Thursday, May 23, 2002, 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 two 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 2002 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 shareholders 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 23, 2002

The Annual Meeting of Stockholders of MINERALS TECHNOLOGIES INC., a Delaware
corporation, will be held on Thursday, May 23, 2002, 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 two directors;

(2) a proposal to ratify the appointment of KPMG LLP as independent
auditors of Minerals Technologies for the 2001 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 25, 2002, 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 3, 2002

-------------------------------------------------------------------------------
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 3, 2002

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

Minerals Technologies Inc. is sending this Proxy Statement and form of proxy
to its stockholders on or about April 3, 2002 in connection with its Annual
Meeting of Stockholders. The Annual Meeting will be held on Thursday, May 23,
2002, 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. 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.

At the Annual Meeting, stockholders will vote on two questions: the election
of directors, and ratification of the appointment of auditors. The Board
unanimously recommends that you vote FOR each of the nominees for director,
Steven J. Golub and Jean-Paul Valles, and FOR ratification of the appointment of
KPMG LLP to continue as our auditors.

Holders of record of common stock of Minerals Technologies at the close of
business on the Record Date, March 25, 2002, are entitled to vote at the
meeting. As of February 1, 2002, FMR Corp. owned 8.4%, Artisan Partners Limited
Partnership owned 8.2%, American Century Investment Management, Inc. owned 7.6%,
Reich & Tang Asset Management L.P. owned 6.1%, Pioneer Investment Management,
Inc. owned 5.1%, Wellington Management Company owned 5.0%, Primecap Management
Company owned 5.0%, and Vanguard Horizon Funds -- Vanguard Capital Opportunity
Fund 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.

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.

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 Steven J.
Golub and Jean-Paul Valles, 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 2005.

The Board expects that the nominees will be available for election. If one
or more nominees 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
STEVEN J. GOLUB AND JEAN-PAUL VALLES AS A DIRECTOR.

NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION,
MAY 23, 2002 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS
-------------------------------- -----------------------------------------------------------

NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2005

Steven J. Golub............ 56 Managing Director since 1986 in the investment banking firm
of Lazard Freres & Co. LLC. Director of Minerals
[PHOTO] Technologies Inc. since 1993. Member of the Audit Committee
of Minerals Technologies Inc.

Jean-Paul Valles........... 65 Chairman of the Board of Minerals Technologies Inc. from
1989 to October 2001, and Chairman Emeritus of the Board
[PHOTO] 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 since 1989. Member of the Executive
Committee of Minerals Technologies Inc.

DIRECTORS WHOSE TERMS EXPIRE IN 2004

John B. Curcio............. 68 Retired Chairman of the Board and Chief Executive Officer,
Mack Trucks, Inc. Vice Chairman and a Director of Harvard
[PHOTO] Industries Inc., a manufacturer of automotive accessories,
from 1985 to 1993. Member of the Boards of Directors of
Bethlehem Steel Corporation and Integrated Component
Systems, Inc., and Director and Vice Chairman of the Board
of Dallas Mavis Specialized Carrier Co. and of Jupiter
Logistics de Mexico, S.A. de C.V. Director of Minerals
Technologies Inc. since 1992. Chair of the Compensation and
Nominating Committee and a member of the Executive
Committee of Minerals Technologies Inc.

Paul M. Meister............ 49 Vice Chairman of the Board since 1998 of Fisher Scientific
International Inc., a provider of scientific products and
[PHOTO] services. Senior Vice President and Chief Financial Officer
of Fisher from 1994 to 1998. Member of the Boards of
Directors of The General Chemical Group, Inc., GenTek Inc.,
and M & F Worldwide Corp. Director of Minerals Technologies
Inc. since 1997. Member of the Compensation and Nominating
Committee of Minerals Technologies Inc.

William C. Steere, Jr...... 65 Retired Chairman of the Board and Chief Executive Officer
of Pfizer Inc, an international health care company, and a
[PHOTO] member of its Board of Directors since 1987. Member of the
Boards of Directors of Dow Jones Inc., Texaco Inc. and
Metropolitan Life Insurance Company. Director of New York
University Medical Center, a Trustee of the New York
Botanical Garden and a member of the Board of Overseers of
Memorial Sloan-Kettering Cancer Center. Director of
Minerals Technologies Inc. since 1992. Member of the
Executive Committee and of the Compensation and Nominating
Committee of Minerals Technologies Inc.

DIRECTORS WHOSE TERMS EXPIRE IN 2003

Kristina M. Johnson........ 45 Dean of the Edmund T. Pratt, Jr. School of Engineering at
Duke University since 1999. Member of the Board since 1995,
[PHOTO] and founder, of ColorLink Inc., a manufacturer of
components for color projection televisions. Co-founder of
KAJ, LLC, a patent and intellectual property licensing
company. Director 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 of Minerals
Technologies Inc.

Michael F. Pasquale........ 55 Business consultant since December 2000. Executive Vice
President and Chief Operating Officer of Hershey Foods
[PHOTO] 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 Trustees of the American
Management Association and Cyber CFO, Inc. Director
of Minerals Technologies Inc. since 1992. Chair of the
Audit Committee of Minerals Technologies Inc.

Paul R. Saueracker......... 60 Chairman of the Board of Minerals Technologies Inc. since
October 2001. Chief Executive Officer of Minerals
[PHOTO] 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. since 1994. Member of the Board of Trustees
of the Institute of Paper Science and Technology, Atlanta,
Georgia. Member of the Board of Directors of the National
Association of Manufacturers. Director of Minerals
Technologies Inc. since 2000. Chair of the Executive
Committee of Minerals Technologies Inc.

BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION

The Board of Directors met nine times in 2001. Each of the directors
attended 75 percent or more of the meetings of the Board and committees on which
he or she served in 2001.

THE COMPENSATION AND NOMINATING COMMITTEE

The Compensation and Nominating Committee consists of Mr. Curcio (Chair),
Mr. Meister and Mr. Steere, who are not employees of Minerals Technologies. Mr.
Steere was appointed to the Committee to replace Mr. William J. Lurie upon his
retirement in February 2001. The Compensation and Nominating Committee met seven
times in 2001.

The primary functions of the Compensation and Nominating 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 our employee-directors and other elected officers;

To participate in top-level management succession planning; and

To bring forward the names of suitable candidates for election to the Board.

THE AUDIT COMMITTEE

The Audit Committee consists of Mr. Pasquale (Chair), Mr. Golub and Dr.
Johnson, who are not employees of Minerals Technologies. Mr. Steere served on
the Committee from 1993 to February 2001. 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. The Board
of Directors has also determined that at least one member of the Audit Committee
has financial management expertise. The Audit Committee met four times in 2001.

The Board of Directors has reviewed, assessed the adequacy of and approved a
formal written charter for the Audit Committee. The full text of the Charter of
the Audit Committee appears as Appendix 1 to this Proxy Statement.

The primary duties of the Audit Committee are:

To serve as an independent and objective party to monitor Minerals
Technologies' financial reporting processes, internal control system, and
legal compliance system;

To review and appraise the audit efforts of our independent auditors and
internal auditing department; and

To provide an open avenue of communication among the independent auditors,
financial and senior management, the internal auditing department, and the
Board.

In addition to four regularly scheduled meetings annually, 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.

DIRECTOR COMPENSATION

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, and an
additional $1,000 if serving as a committee chair. 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.

In October 2000 Dr. Valles received an award of 15,000 units, convertible to
cash in October 2001, in consideration of his continuing to serve as Chairman of
the Board following his retirement from employment with the Company. In October
2001 Dr. Valles was paid $620,775 in respect of these units, based on the price
of the common stock at the date of payment.

Stock and Incentive Plan

Directors are eligible under the Minerals Technologies Stock 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 is a director of Minerals Technologies, 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 2001,
Pfizer Inc. made a series of purchases of calcium carbonate and granular lime
from Minerals Technologies totaling approximately $1.16 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. 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AS OF FEBRUARY 1, 2002

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............................... FMR Corp. 1,676,200(d) 8.4% --
82 Devonshire Street
Boston, MA 02109
Artisan Partners Limited 1,631,336(e) 8.2% --
Partnership
1000 North Water Street,
#1770
Milwaukee, WI 53202
American Century Investment 1,515,000(f) 7.6% --
Management, Inc.
4500 Main Street
P.O. Box 418210
Kansas City, MO 64141-9210
Reich & Tang Asset Management 1,205,000(g) 6.1% --
L.P.
600 Fifth Avenue
New York, NY 10020
Pioneer Investment Management, 1,008,147(h) 5.1% --
Inc.
60 State Street
Boston, MA 02109
Wellington Management 1,000,600(i) 5.0%
Company, LLP
75 State Street
Boston, MA 02109
PRIMECAP Management Company 1,000,000(j) 5.0%
Vanguard Horizon Funds 1,000,000(k) 5.0%
Vanguard Capital Opportunity
Fund
100 Vanguard Blvd.,
Malvern, PA 19355
P. R. Saueracker 162,792(l) * 4,261
A. Dulski 112,992(m) * 2,725
N. M. Bardach 71,630(n) * 1,598
J. A. Sorel 68,003(o) * 1,118
S. G. Gray 118,334(p) * 1,193
J. B. Curcio 1,900 * 3,906
S. J. Golub 3,100 * 7,483
K. M. Johnson 0 * 1,429
P. M. Meister 1,000 * 6,281
M. F. Pasquale 1,800 * 3,437
W. C. Steere, Jr. 1,400 * 9,489
J.-P. Valles 818,945(q) 4.0% 1,329

---------

(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, Dulski, Bardach, Sorel and Gray under

(footnotes continued on next page)

(footnotes continued from previous page)

the Nonfunded Deferred Compensation and Supplemental Savings Plan; and to
Messrs. Curcio, Golub, Meister, Pasquale, Steere, 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).

(d) Based on a statement on Schedule 13G filed with the Securities and Exchange
Commission on behalf of FMR Corp., Edward C. Johnson 3d, Abigail P.
Johnson, Fidelity Management & Research Company and Fidelity Growth Company
Fund dated February 14, 2002 with respect to beneficial ownership interests
as of December 31, 2001. According to the Schedule 13G: Fidelity Management
& Research Company, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 1,586,200 shares of common stock of the Company, or
8.0% of the total number of shares outstanding, as a result of acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940; the ownership of one such
investment company, Fidelity Growth Company Fund, amounted to 1,405,000
shares, or 7.1% of the total number of shares outstanding; Edward C.
Johnson 3d, FMR Corp. and the investment company funds referred to above
each have sole power to dispose of the 1,586,200 shares owned by such
investment company funds; neither FMR Corp. nor Edward C. Johnson 3d has
the sole power to vote or direct the voting of the shares owned by the
investment company funds, which power resides with the funds' Boards of
Trustees and which is carried out by Fidelity Management & Research Company
under written guidelines established by such Boards of Trustees; Fidelity
Management Trust Company, a wholly-owned subsidiary of FMR Corp. and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 90,000 shares of common stock of the Company as a
result of its serving as investment manager of certain institutional
accounts; Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Managment Trust Company, each has sole dispositive power over and
sole power to vote or to direct the voting of such 90,000 shares; Edward C.
Johnson 3d is Chairman of FMR Corp.; Abigail P. Johnson is a director of
FMR Corp.; and members of the Edward C. Johnson family and trusts for their
benefit form a controlling group with respect to FMR Corp. The address of
all of the foregoing entities and individuals is 82 Devonshire Street,
Boston, Massachusetts 02109.

(e) Based on an amended statement on Schedule 13G dated February 13, 2002,
filed with the Securities and Exchange Commission on behalf of Artisan
Partners Limited Partnership, Artisan Investment Corporation, Andrew A.
Ziegler and Carlene Murphy Ziegler, with respect to beneficial ownership
interests as of December 31, 2001. According to the Schedule 13G, Artisan
Partners Limited Partnership is a registered investment adviser; Artisan
Investment Corporation is the general partner of Artisan Partners Limited
Partnership; and Andrew Ziegler and Carlene Ziegler are the principal
stockholders of Artisan Investment Corporation. The address of all the
foregoing entities and individuals is 1000 North Water Street, #1770,
Milwaukee, WI 53202.

(f) Based on a statement on Schedule 13G dated February 8, 2002, filed with the
Securities and Exchange Commission on behalf of American Century Investment
Management, Inc., a registered investment adviser, with respect to
beneficial ownership interests as of December 31, 2001.

(g) Based on a statement on Schedule 13G dated February 15, 2001 filed with the
Securities and Exchange Commission on behalf of Reich & Tang Asset
Management L.P., a registered investment adviser, with respect to
beneficial ownership interests as of such date.

(h) Based on an amended statement on Schedule 13G dated March 19, 2001 filed
with the Securities and Exchange Commission on behalf of Pioneer Investment
Management, Inc., also known as Pioneering Management Corporation, a
registered investment adviser, with respect to beneficial ownership
interests as of that date.

(i) Based on a statement on Schedule 13G dated February 14, 2002, 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,

(footnotes continued on next page)

(footnotes continued from previous page)

with respect to beneficial ownership interests as of that date. The address
of both the foregoing entities is 75 State Street, Boston, MA 02109.

(j) Based on a statement on Schedule 13G dated March 31, 2000 filed with the
Securities and Exchange Commission on April 12, 2001, on behalf of PRIMECAP
Management Company, a registered investment adviser, with respect to
beneficial ownership interests as of that date.

(k) Based on a statement on Schedule 13G dated February 13, 2002, filed with
the Securities and Exchange commission of behalf of Vanguard Horizon
Funds -- Vanguard Capital Opportunity Fund, a registered investment
company, with respect to beneficial ownership interests as of December 31,
2001.

(l) 153,125 of these shares are subject to options which are exercisable
currently or within 60 days.

(m) 108,547 of these shares are subject to options which are exercisable
currently or within 60 days.

(n) 71,024 of these shares are subject to options which are exercisable
currently or within 60 days.

(o) 65,952 of these shares are subject to options which are exercisable
currently or within 60 days.

(p) 210 of these shares are held in the name of family members, and Mr. Gray
disclaims any beneficial interest in those shares. 109,778 of these shares
are subject to options which are exercisable currently or within 60 days.

(q) 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. 489,668 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 (19 individuals) own 1,622,826 shares
of common stock (including 1,238,261 shares subject to options which are
exercisable currently or within 60 days), representing approximately 7.7% of the
common stock, and 48,736 units.

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 and Chief
Executive Officer and the four other most highly compensated executive officers
(the 'named executive officers'), for the three fiscal years ended December 31,
2001.

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

Paul R. Saueracker(b)............. 2001 495,766 253,125 20,000 23,094
President 2000 318,121 81,569 50,000 17,930
Chairman and Chief Executive 1999 272,376 130,139 70,899 14,546
Officer

Anton Dulski(c)................... 2001 383,434 155,925 15,000 18,600
Executive Vice President 2000 296,695 81,569 35,000 17,320
Chief Operating Officer 1999 259,500 136,296 70,862 13,978

Neil M. Bardach................... 2001 274,609 92,813 10,000 13,942
Vice President -- Finance and 2000 264,159 73,930 0 15,512
Chief Financial Officer 1999 246,721 173,647 55,642 13,313

John A. Sorel(d).................. 2001 234,569 99,652 10,000 9,583
Senior Vice President
Managing Director, PCC

S. Garrett Gray................... 2001 249,764 84,375 10,000 12,714
Vice President, General Counsel 2000 243,255 68,080 0 14,285
and Secretary 1999 227,279 113,863 50,787 12,265

---------

(a) The amounts shown in this column as part of 2001 compensation for Messrs.
Saueracker, Dulski, Bardach, Sorel and Gray represent amounts contributed
on their behalf to the Savings and Investment Plan and the Non-Funded
Deferred Compensation and Supplemental Savings Plan.

(b) Mr. Saueracker became President of Minerals Technologies Inc. effective
August 24, 2000; Chief Executive Officer effective December 31, 2000; and
Chairman of the Board effective October 18, 2001.

(c) Mr. Dulski became Executive Vice President of Minerals Technologies Inc.
effective August 24, 2000, and served as Chief Operating Officer from
October 26, 2000 to December 31, 2001.

(d) Mr. Sorel became Senior Vice President of Minerals Technologies Inc.
effective December 12, 2001.

OPTION GRANTS IN LAST FISCAL YEAR

This table provides information on options granted to the named executive
officers on March 16, 2001.

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 would result in a price of approximately $56.73 per share in 2011
and an increase in aggregate shareholder value of approximately $436 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 would result in a price of
approximately $90.33 per share in 2011 and an increase in aggregate shareholder
value of approximately $1,105 million. The actual market value of the stock at
any future date may or may not correspond to any of these hypothetical cases.

INDIVIDUAL GRANTS
---------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/SARs OPTIONS/SARs EXERCISE
GRANTED GRANTED TO OR BASE
(NUMBER OF EMPLOYEES IN PRICE
SHARES)(a) FISCAL YEAR ($/SHARE) EXPIRATION DATE 5%($) 10%($)
---------- ----------- --------- --------------- ----- ------

P. R. Saueracker...... 20,000 7.9% 34.825 March 15, 2011 437,873 1,109,570
A. Dulski............. 15,000 5.9% 34.825 March 15, 2011 328,405 832,177
N. M. Bardach......... 10,000 4.0% 34.825 March 15, 2011 218,937 554,785
J. A. Sorel........... 10,000 4.0% 34.825 March 15, 2011 218,937 554,785
S. G. Gray............ 10,000 4.0% 34.825 March 15, 2011 218,937 554,785

---------

(a) One-third of the total number of options granted vests on each of the
first, second and third anniversary 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 Mr. Saueracker,
Mr. Dulski and Mr. Gray upon exercise of options during 2001, 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 ($47.005) of our common stock on December 31,
2001.

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..... 3,000 49,355 122,826 93,632 1,787,481 420,220
A. Dulski............ 10,630 238,134 82,927 73,620 937,595 359,230
N. M. Bardach........ -- -- 49,143 28,547 277,239 260,416
J. A. Sorel.......... -- -- 53,426 19,192 871,876 190,499
S. G. Gray........... 400 9,334 89,516 26,928 1,408,235 248,316

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

The following table gives information concerning the participation of the
named executive officers in a long-term compensation plan adopted by the Company
in 2001. Under this plan, the named executive officers and certain other
executives were awarded the right to earn units which are equal in value to the
price of our common stock, except that the value of a unit may not be greater
than 125%, and may not be less than 75%, of the price of our common stock at the
beginning of the performance measurement period. Actual payouts of these units,
if any, will be in cash, and will be determined by a non-discretionary formula
which measures our performance over a three-year period using performance goals
that were determined by the Compensation and Nominating Committee and approved
by the Board. The formula is based on two performance criteria: a target amount
of cumulative earnings per share over the three-year period, and total
shareholder return (including reinvestment of dividends) over the period
relative to the S&P 400 Midcap Basic Materials Index. If our performance in both
measures is below the threshold level set forth in the plan, then no units will
be earned. To the extent the Company's performance on either or both measures
exceeds the threshold performance level, a varying amount of units up to the
maximum will be earned. The plan is also discussed in the Report of the
Compensation and Nominating Committee below.

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

P. R Saueracker...... -- January 1, 2001 - December 31, 2003 2,500 5,000 7,500
A. Dulski............ -- January 1, 2001 - December 31, 2003 1,875 3,750 5,625
N. M. Bardach........ -- January 1, 2001 - December 31, 2003 1,250 2,500 3,750
J. A. Sorel.......... -- January 1, 2001 - December 31, 2003 1,250 2,500 3,750
S. G. Gray........... -- January 1, 2001 - December 31, 2003 1,250 2,500 3,750

---------

(1) The actual number of units that will be paid out at the end of the
performance period, if any, cannot be determined because the units earned by
the named executive officers will be based partly upon the Company's future
earnings per share and partly upon our future performance compared to the
future performance of the S&P 400 Midcap Basic Materials Index.

(2) If the Company's performance in both measures is below the established
threshold performance levels, then no units will be earned. To the extent
the Company's performance on either or both measures exceeds the threshold
performance level, a varying amount of units up to the maximum will be
earned.

REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION

The following report of the Compensation and Nominating 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 and Nominating Committee of
the Board of Directors. The members of the Compensation and Nominating
Committee, whose names follow this report, 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.

In 2001, the Compensation and Nominating Committee adhered to its policy
that compensation programs should reward the achievement of the short-term
and long-term goals and objectives of Minerals Technologies, and that
compensation should be related to the value created for its stockholders.
The Committee sets high performance targets and rewards their achievement
with total cash compensation that is above the average and heavily weighted
towards short term incentives based on Company performance, but within the
range of compensation of similarly placed executives in manufacturing firms
of comparable size. Consistent with this policy, each elected corporate
officer's annual compensation is determined by applying to the previous
year's compensation an annual market and performance driven adjustment, and
an incentive payment opportunity, determined as stated below in this report.

BASE PAY

Each employee of Minerals Technologies receives an annual performance
rating. The performance rating of the Chairman and Chief Executive Officer
is assigned by the Compensation and Nominating 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
and Chief Executive Officer and reviewed by the Compensation and Nominating
Committee.

Based on Minerals Technologies' 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. The adjustment may range from no increase to up to twice the
corporate-wide average adjustment referred to above, depending upon
individual performance.

SHORT-TERM INCENTIVE PAYMENT

The Committee has made a change to the format of the executive
compensation program for 2001 with the result that more of an executive's
total compensation will be placed at risk according to the performance of
the Company and that a portion of compensation will be dependant on the
achievement of longer-term goals.

Short-term incentive payments are expressed as a percentage of base
compensation. 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% up to 150% of base compensation is available
to the Chief Executive Officer for performance of less than 85% of targets
to greater than 120% of targets, respectively. The bonus payments can range
from 0% up to 120% of base compensation 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 growth of the company and the value created for
stockholders in the preceding year. For 2001, this was measured by net
income growth 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 Compensation and Nominating 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.
They will, for example, take into consideration actions that have been taken
by management to benefit shareholders in the longer term that may have a
negative impact on the factors and annual targets established.

During 2001, Minerals Technologies did not fully achieve its targets on
a corporate basis, but did exceed target in certain divisions. This resulted
in incentive payments that were below established targets. The formula
produced a payment of $253,125 for Mr. Saueracker, and the Compensation and
Nominating Committee agreed that he should receive that amount as his 2001
incentive payment, to be paid in 2002.

LONG-TERM INCENTIVE

A new long-term incentive plan was introduced in 2001. The new plan
allows for the grant of performance units vesting at the end of three years
according to the achievement of pre-established goals. For the first
three-year period the goals are based 70% on cumulative earnings per share
targets and 30% on the total shareholder return compared to the S&P 400
Midcap Basic Materials Index at the end of the period. No performance units
are vested if the achievement against both goals is less than 80%. Between
80-120% performance on either goal units vest ratably between 50-150% of the
target number. Performance units are equal to the price of MTI stock except
that they cannot exceed 125% of the price at the beginning of the period and
they cannot be less than 75% of that price. For the first three-year plan,
the Board has approved 5,000 target performance units for Mr. Saueracker,
for which he will be eligible at the end of 2003. Mr. Saueracker's target
range of units is from 2,500 to 7,500 depending upon the company's
performance against the pre-established goals.

STOCK OPTIONS

The Compensation and Nominating Committee grants options to purchase
Minerals Technologies common stock to the principal executives on a regular
basis. In addition, special grants may be made to reflect extraordinary
achievements or in connection with important promotions.

In addition to making grants to key executives, Minerals Technologies
believes that, where practical and economical, all employees should have the
opportunity to participate in the future growth of the firm through equity
participation. The Committee has therefore established a practice of making
grants to all U.S.-based employees, also on a regular basis, and it has
continued this practice in January 2002. The last such grant was made in
January 1999 and the committee has made this grant on a similar basis; i.e.
one share per a specified level of 2001 earnings. This grant used
approximately 258,000 shares.

DISCRETIONARY AUTHORITY OF THE COMMITTEE

The Compensation and Nominating 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 and
Nominating 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 Compensation and Nominating 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 2001 fiscal
year. However, the Compensation and Nominating 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
Paul M. Meister
William C. Steere, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation and Nominating Committee is composed of Mr. Curcio (Chair),
Mr. Meister and Mr. Steere. None of the members of the Committee is or has ever
been an officer or employee of Minerals Technologies or any of its subsidiaries.
During 2001 no executive officer of Minerals Technologies served as a director
or a member of the compensation committee of another entity, any of whose
executive officers served as a member of the Compensation and Nominating
Committee. In addition, no executive officer of Minerals Technologies served as
a member of the compensation committee of another entity, any of whose executive
officers served as a director of Minerals Technologies.

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 400 Midcap Basic 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 1996. The ending point is the close of the last trading day of 2001, at
which time the price of our common stock was $46.64.

CUMULATIVE TOTAL SHAREHOLDER RETURN

MINERALS TECHNOLOGIES INC., S&P 500 INDEX, AND
S&P 400 MIDCAP BASIC MATERIALS INDEX

[PERFORMANCE GRAPH]

DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
1996 1997 1998 1999 2000 2001

MTI 100.0 111.11 100.33 98.42 84.20 115.14
S&P 500 100.0 133.36 171.47 207.56 188.66 166.24
S&P 400 Midcap Basic Materials 100.0 112.37 96.55 85.34 83.93 92.81

EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS

EMPLOYMENT AGREEMENTS

In March 2001, 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, $500,000;
Mr. Dulski, 24 months, $385,000; Mr. Bardach, 18 months, $275,000; Mr. Sorel, 18
months, $235,000; and 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 and Nominating 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 OPTION PLAN

The Stock and Incentive Plan provides that all non-vested stock options
granted under the plan may, at the discretion of the Compensation and Nominating
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 Annuity 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 tax limits. Benefits under the Retirement Annuity
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 Annuity 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, $163,475; Mr. Dulski,
$125,702; Mr. Bardach, $78,689; Mr. Sorel, $99,699; and Mr. Gray, $94,643. 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;
and (iii) creditable compensation will continue at 2001 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.

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%
shareholders were timely filed, except that due to an inadvertent oversight by
the Company, one report was filed late on behalf of each of Mr. Saueracker,
Mr. Dulski and Mr. Bardach.

ITEM 2 -- APPROVAL OF AUDITORS

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 2002 FISCAL YEAR.

REPORT OF THE AUDIT COMMITTEE

The following report sets forth certain steps taken by the Audit Committee
in connection with the audited financial statements of Minerals Technologies
Inc. for the year 2001.

This report is provided by the Audit Committee of the Board of
Directors. The Committee is composed of Mr. Pasquale (chair), Mr. Golub, and
Dr. Johnson. The Board of Directors has determined that the members of the
Committee are each independent and financially literate, and that at least
one member of the Committee has financial management expertise, in
accordance with the rules of the New York Stock Exchange.

KPMG LLP audited the annual financial statements of Minerals
Technologies Inc. for the year 2001, and also reviewed the financial
statements included in the quarterly reports on Form 10-Q filed during 2001.
The aggregate fees billed by KPMG LLP for professional services rendered in
performing this work, for financial information systems design and
implementation services, and for all other services rendered by KPMG LLP
during 2001 are shown in the following table.

Audit Fees........................................ $656,000
--------
Financial Information Systems Design and
Implementation Fees............................. $ 0
--------
All Other Fees:
Statutory and Benefit Plan Audits............. $271,000
Tax Assistance................................ $ 54,000
Other Items................................... $ 17,000
--------
Total All Other Fees.............................. $342,000
--------

Total Fees........................................ $998,000
--------
--------

The Committee considers the provision of the services included in 'All
Other Fees' to be compatible with maintaining the independence of KPMG LLP
as independent auditors of Minerals Technologies Inc.

The Committee has reviewed and discussed with the management of Minerals
Technologies Inc. its December 31, 2001 audited financial statements; has
discussed with KPMG LLP, the independent auditors of those financial
statements, the matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing Standards), AU 'SS'
380; has received from the auditors the written disclosures and the letter
required by Independence Standards Board Standard No. 1, 'Independence
Discussions with Audit Committees'; and has discussed with the auditors the
matter of their independence.

Based on the review and discussions referred to in the previous
paragraph, the Committee recommended to the Board of Directors that the
audited financial statements be included in Minerals Technologies Inc.'s
Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.

Michael F. Pasquale, Chair
Steven J. Golub
Kristina M. Johnson

PROCEDURAL MATTERS

CASTING AND COUNTING OF VOTES

Votes cast at the Annual Meeting (whether by proxy or in person) will be
counted by an independent inspector of election appointed by Minerals
Technologies. If a proxy form is returned properly signed but not marked, it
will be voted according to management's recommendations on all proposals.

The Board knows of no other business that will be presented at the Annual
Meeting. The proxy confers discretionary authority with respect to any other
matters which come before the Annual Meeting, and the individuals named in the
proxy will vote in accordance with their judgment on such matters if they arise.

QUORUM

The by-laws of Minerals Technologies state that 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. The
inspector of election will treat shares of common stock represented by a
properly signed and returned proxy as present at the Annual Meeting for purposes
of determining a quorum, whether the proxy is marked as casting a vote or
abstaining. On the Record Date there were 20,365,555 shares of common stock
issued and outstanding.

The inspector of election will also treat shares represented by 'broker
non-votes' 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.

VOTE REQUIRED FOR APPROVAL: ELECTION OF DIRECTORS

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, at the
Annual Meeting. Abstentions and broker non-votes as to the election of directors
will not affect the outcome of the election of directors.

VOTE REQUIRED FOR APPROVAL: OTHER QUESTIONS

The by-laws state that except as otherwise provided by law or in the
Certificate of Incorporation or the by-laws, all questions other than the
election of directors are determined by a majority of the votes cast on the
question. 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,
as 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.

COST OF SOLICITING PROXIES

The cost of this solicitation is being borne by Minerals Technologies. 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.

STOCKHOLDER PROPOSALS

The Compensation and Nominating Committee will consider nominations of
candidates for director, and the Board of Directors will consider other items of
business, which are proposed by stockholders. The by-laws describe the
procedures which a stockholder must follow to nominate persons for election as
directors or to introduce an item of business at a meeting of stockholders.
These procedures provide that nominations for director 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 2003 annual meeting, any nomination or
proposal must have been received between February 22 and March 14, 2003. 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.

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.

Under the rules of the Securities and Exchange Commission, if a stockholder
proposal intended to be presented at the 2003 Annual Meeting is to be included
in the proxy statement and form of proxy relating to that meeting, we must
receive the proposal at our principal executive office no later than
November 29, 2002.

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 purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Company's policies, procedures, and practices at all levels.
The Audit Committee's primary duties are to:

1. Serve as an independent and objective party to monitor the Company's
financial reporting processes, internal control system, and legal
compliance system;

2. Review and appraise the audit efforts of the Company's independent
auditors and internal auditing department; and

3. Provide an open avenue of communication among the independent auditors,
financial and senior management, the internal auditing department, and
the Board.

To fulfill these duties, the Audit Committee shall have the powers enumerated in
Sections IV and V, below.

II. MEMBERSHIP

The Audit Committee shall be composed of three or more directors as
determined by the Board, each of whom shall be an independent director 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 standard set forth in Section 303.01(B)(3) of the
Listed Company Manual of the New York Stock Exchange. All members of the
Committee shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full 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 auditors 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 auditors and management quarterly to
review the Company's quarterly financial statements, 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.

A1-1

IV. GENERAL POWERS

The general powers of the Audit Committee shall be:

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

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

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

V. SPECIFIC POWERS

The specific powers of the Audit Committee shall be:

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

2. Creating an agenda for the ensuing year;

3. Reviewing the performance of the Company's independent auditors and
recommending annually to the Board of Directors for submission to the
stockholders of the Company a public accounting firm for appointment as
the Company's independent auditors; requesting from the independent
auditors annually, a formal written statement delineating all
relationships between the independent auditors and the Company
consistent with Independence Standards Board Standard Number 1;
discussing with the independent auditors any such disclosed
relationships and their impact on the independent auditors'
independence; recommending that the Board of Directors take appropriate
action in response to the outside auditors' report to satisfy itself of
the independent auditors' independence; and, subject to any action that
may be taken by the full Board, terminating the independent auditors
when and if such action shall, in the opinion of the Committee, be
appropriate;

4. Conferring with the independent auditors and the internal auditing
department concerning the scope of their examinations of the books and
records of the Company and its subsidiaries; reviewing and approving
the independent auditors' annual engagement letter; reviewing and
approving the Company's internal audit charter, annual audit plans and
budgets; directing the special attention of the auditors to specific
matters or areas deemed by the Committee or the auditors to be of
special significance; and authorizing the auditors to perform such
supplemental reviews or audits as the Committee may deem desirable;

5. Reviewing with management, the independent auditors, and the internal
auditing department significant risks and exposures, audit activities,
and significant audit findings;

6. Reviewing the range and cost of audit and non-audit services performed
by the independent auditors and approving in advance any non-audit
service projects anticipated to exceed $50,000 in cost;

7. Being 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;

8. Receiving copies of the annual comments from the independent auditors
on accounting procedures and systems of control, summarizing findings
at all Company locations, subsequent to the completion of the audit;
and reviewing with the independent auditors any questions, comments or
suggestions they may have relating to the internal controls, accounting
practices or procedures of the Company or its subsidiaries;

9. Reviewing with management and the independent auditors the Company's
audited financial statements and the independent auditors' opinion with
respect to such financial statements, and its quarterly financial
statements, including the nature and extent of any significant

A1-2

changes in accounting principles or the application thereof and the
matters required to be discussed by SAS No. 61;

10. Making or causing 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, taking such
action with respect thereto as it shall deem appropriate;

11. Reviewing the results of audits from the independent auditors 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, ensuring programs are in place to
implement all accepted recommendations made by the independent auditors
and the internal auditors, and reviewing the correction of controls
deemed to be deficient;

12. Providing an independent, direct communication between the Board of
Directors, independent auditors, and the internal auditing department;

13. Reviewing the adequacy of internal controls and procedures related to
executive travel and entertainment;

14. Reviewing 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;

15. Reviewing the programs and policies of the Company designed to ensure
compliance with applicable laws and regulations, including, but not
limited to the Foreign Corrupt Practices Act, and monitoring the
results of these compliance efforts;

16. Reviewing the procedures established by the Company that monitor the
compliance by the Company with its loan and indenture covenants and
restrictions;

17. Reporting through its Chairman to the Board of Directors following its
meetings and activities;

18. Maintaining minutes or other records of its meetings and activities;

19. Reviewing the powers of the Committee annually and reporting and making
recommendations to the Board of Directors on these responsibilities;

20. Conducting or authorizing investigations into any matters within its
scope of responsibilities and utilizing the assistance of independent
counsel, accountants, or others as it may, in its sole discretion,
determine to be advisable; and

21. Considering 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.

A1-3

MLTCM-PS-02

Appendix 1
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, May 23,
2002.

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

Sincerely,

Minerals Technologies Inc.

DETACH HERE

COMMON STOCK MINERALS TECHNOLOGIES INC. COMMON STOCK

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints C. Dee, S.G. Gray and N.M. Bardach, or any of
them, as Proxies to vote at the Annual Meeting of Stockholders of Minerals
Technologies Inc. on May 23, 2002 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?

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

MINERALS TECHNOLOGIES INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

----------------- ----------------
Vote by Telephone Vote by Internet
----------------- ----------------

It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.

Follow these four easy steps: Follow these four easy steps:

------------------------------------------------------- ---------------------------------------------------------
1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/mtx
There is NO CHARGE for this call.

3. Enter your Control Number located on this Proxy Card. 3. Enter your Control Number located on this Proxy Card.

4. Follow the recorded instructions. 4. Follow the instructions provided.
------------------------------------------------------- ---------------------------------------------------------
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/mtx anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE

Please mark
[X] votes as in
this example.

1. Election of Directors. Nominees: -------------------------------------------------------------------
MINERALS TECHNOLOGIES INC.
(01) Steven J. Golub -------------------------------------------------------------------
(02) Jean-Paul Valles
COMMON STOCK
FOR WITHHELD FOR AGAINST ABSTAIN
ALL [ ] [ ] FROM ALL 2. Ratification of appointment of auditors.
NOMINEES NOMINEES [ ] [ ] [ ]

[ ] ______________________________________
For all nominees except as noted above

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: __________