STILLWATER MINING COMPANY
Compensation Committee Charter
As ammended on February 5, 2004

Composition

The Compensation Committee shall be comprised of not less than three directors, each of whom shall be independent, as that term is defined by the Securities Exchange Act of 1934 (and regulations thereunder) and Rules of the New York Stock Exchange. Members of the Committee shall also qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws. Members of the Committee shall be appointed and may be removed by the Board of Directors.

Meetings and Reports

The Committee shall establish its own rules and procedures and the time and place for its meetings. Notwithstanding the foregoing, the Committee shall schedule and hold at least three (3) regular meetings annually.

A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Members may participate in a meeting by, or through the use of, a telephone conference system, or similar communication system, providing that all members physically present, or utilizing such communications or telephone systems, are able to hear and address all members at the same time. Participation by such means shall be deemed to be presence for purposes of constituting a quorum.

The Committee shall provide for the keeping of minutes of all meetings. The Chairman of the Committee shall report on the Committee's activities and actions to the Board.

Purpose, Duties and Responsibilities

The primary purposes of the Compensation Committee are:

• to review and approve at least annually the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation;
• to review at least annually and make recommendations to the Board with respect to non-CEO compensation, and incentive compensation plans and equity-based compensation plans; and
• to produce a Compensation Committee report on executive compensation for inclusion in the Company’s SEC filings.

The Committee shall also have general responsibility for the administration, interpretation and oversight of all aspects of remuneration, including compensation, benefits and perquisites, of all executive officers of the Company and other key employees of the Company and its subsidiaries.

Such responsibility shall include, but not be limited to:

• defining the Company's overall compensation philosophy and structure for key employees;
• establishing and administering compensation, benefits and perquisites policies, plans and programs, including designating eligible employees and the type, amount and timing of such compensation, benefits and perquisites;
• monitoring, on an ongoing basis, such policies, plans and programs, and adopting or recommending for Board approval, where required by applicable law, amendments to or new policies, plans and programs;
• reviewing and affirming any employment contracts or compensation agreements for key employees;
  · reviewing and affirming Company-wide annual and long-term performance criteria and goals at the beginning of each performance period and certifying results achieved at the end of each performance period for the Board;
• making individual compensation determinations including, but not limited to, salary, annual variable compensation and long-term incentive awards of cash and stock, stock option grants, and the totals thereof, with respect to the Chief Executive Officer and, upon recommendation by the Chief Executive Officer, approving individual compensation for officers and other key employees below the CEO;
• overseeing compliance with respect to compensation disclosure and reporting requirements under applicable laws, rules and regulations; and
• proposing a systematic management development program to the Board and overseeing management development, selection, performance appraisal and succession planning.

In discharging the above responsibilities, the Committee shall consider individual, business unit, subsidiary and Company strategic progress and performance relative to prior year's results, economic and business conditions, the Company's strategic plan, annual and long-term goals, and comparative/competitive pay and performance levels.

The Committee may delegate its administrative duties to the Chief Executive Officer or other members of senior management.
The Committee shall evaluate annually the Committee’s own performance and the adequacy of this Charter, and report on the same to the Board. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation's or the Board's policies or procedures.

Investigations; Access to Advice

In discharging its duties and responsibilities, the Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Corporation's expense, such independent counsel or other consultants or advisers as it deems necessary.

The Committee shall have sole authority, at its discretion, to retain and terminate outside executive compensation consultants and counsel, shall have the sole authority to select the individuals and firms providing such advice and to approve their fees and other retention terms.

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While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.