CERTIFICATE OF DESIGNATIONS
SERIES A JUNIOR PREFERRED STOCK
MINERALS TECHNOLOGIES INC.
Pursuant to Section 151 of the Delaware
General Corporation Law
I, John R. Stack, Vice President - Finance of Minerals Technologies Inc., a corporation organized and existing
under the Delaware General Corporation Law (the "Company"), in accordance with the provisions of Section
151 of such law, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors
by the Amended and Restated Certificate of Incorporation of the Company, the Board of Directors on October
26, 1992 adopted the following resolution which creates a series of 280,000 shares of Preferred Stock
designated as Series A Junior Preferred Stock, as follows:
RESOLVED, that pursuant to Section 151(g) of the Delaware General Corporation Law and the authority
vested in the Board of Directors of the Company in accordance with the provisions of ARTICLE FOURTH,
Section B of the Amended and Restated Certificate of Incorporation of the Company, a series of Preferred
Stock of the Company be, and hereby is, created, and the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of such series, and the qualifications, limitations or
restrictions thereof, be, and hereby are, as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Preferred
Stock" (the "Series A Preferred Stock") and the number of shares constituting such series shall be 280,000.
Section 2. Dividends and Distributions.
(A) Subject to the provisions for adjustment hereinafter set forth, the holders of shares of Series A Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available
for the purpose, (I) cash dividends in an amount per share (rounded to the nearest cent) equal to 100 times the
aggregate per share amount of all cash dividends declared or paid on the Common Stoc