Stillwater Mining DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Stillwater Mining Company

(Name of Registrant as Specified In Its Charter)

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As filed with the Commission on April 5, 2010

Stillwater Mining Company

536 East Pike Avenue

Columbus, Montana 59019

April 5, 2010

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Stillwater Mining Company to be held on May 4, 2010, at 11:00 a.m. (Mountain Daylight Time) at the Recycle Sampling Plant, 1891 First Avenue South, Columbus, Montana 59019. At this meeting, we will ask you to consider and vote upon the election of the Company's directors, and the ratification of the Company's independent auditors, KPMG LLP.

Norimet Limited, a wholly-owned subsidiary of MMC Norilsk Nickel, owns approximately 51% of the outstanding shares and thus has the requisite number of votes to approve all proposals presented at the meeting. Norimet has advised the Company that it intends to vote for all of these proposals, and it is thus expected that these proposals will be approved at the meeting. Nevertheless, your vote is important and appreciated. Whether or not you plan to attend the annual meeting, we recommend that you complete, sign, date and return the enclosed proxy card to ensure that your shares are represented at the annual meeting. The enclosed proxy statement provides you with detailed information about the proposals submitted for your consideration. We urge you to read it carefully.

On behalf of your Board of Directors, I thank you for your support and appreciate your consideration.

Very truly yours,

Francis R. McAllister

Chairman and Chief Executive Officer

Stillwater Mining Company

536 East Pike Avenue

Columbus, Montana 59019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2010

To Our Stockholders:

On May 4, 2010, Stillwater Mining Company (the "Company") will hold its Annual Meeting of Stockholders at 11:00 a.m. (Mountain Daylight Time) at the Recycle Sampling Plant, 1891 First Avenue South, Columbus, Montana 59019.

Only stockholders who owned stock at the close of business on March 24, 2010, may vote at this meeting or any adjournments that may take place. A list of stockholders eligible to vote at the meeting will be available for inspection at the meeting and for a period of ten days prior to the meeting, during regular business hours at the Company's principal executive offices located at 536 East Pike Avenue, Columbus, Montana 59019. The meeting is being held:

1.	To elect nine directors to the Company's Board of Directors.

2.	To ratify the appointment of KPMG LLP as the Company's independent registered accounting firm for 2010.

3.	To attend to other business properly presented at the meeting or any postponements or adjournments thereof.

YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS PRESENTED IN THIS PROXY STATEMENT.

This Notice of Annual Meeting and the accompanying proxy statement and proxy card are first being sent to stockholders of the Company on or about April 8, 2010. The proxy statement, proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2009, are available on our website at www.stillwatermining.com in the Investor Relations section.

By Order of the Board of Directors,

John R. Stark

General Counsel & Corporate Secretary

Table of Contents

GENERAL INFORMATION	3
Solicitation	3
Voting Rights	3
Voting	4
Revocability of Proxies	4
Controlled Company Status	5
Important Notice	5
PROPOSAL 1: ELECTION OF DIRECTORS	5
Nominees for Election	6
Chief Executive Officer	6
Norimet Nominees	6
Public Directors	9
Past Directors	10
BOARD OF DIRECTORS AND COMMITTEES	11
Director Independence	12
Committees	12
Candidate Selection Process	16
Nomination Process	17
Lead Independent Director	18
Stockholder Communication with Directors	18
Compensation Committee Interlocks and Insider Participation	19
Director Compensation	19
COMPENSATION DISCUSSION AND ANALYSIS	21
2009 Overview	21
The Compensation Committee	22
Compensation Philosophy & Objectives	24
Compensation Structure	26
Impact of Tax and Accounting	34
Stock Ownership Guidelines	35
Timing and Pricing of Equity Grants	36
Consideration of Prior Amounts Realized	36
COMPENSATION COMMITTEE REPORT	36
2009 SUMMARY COMPENSATION TABLE	38
2009 GRANTS OF PLAN BASED AWARDS	39
2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END	40
PENSION BENEFITS	41
2009 NON-QUALIFIED DEFERRED COMPENSATION	41
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL	43
EXECUTIVE COMPENSATION, OTHER COMPENSATION AND POTENTIAL PAYMENTS INFORMATION	48
Employment Agreements	48
Section 16(a) Beneficial Ownership Reporting Compliance	55
POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS	55
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	57
REPORT OF THE AUDIT COMMITTEE OF THE BOARD	57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	60
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM	61
STOCKHOLDER PROPOSALS	62
ADDITIONAL INFORMATION	62
GENERAL	63

Stillwater Mining Company

536 East Pike Avenue

Columbus, Montana 59019

PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2010

__________________

This Proxy Statement is being furnished to the stockholders of Stillwater Mining Company (the "Company") in connection with the solicitation by the Company's Board of Directors (the "Board") of proxies to be voted at the Annual Meeting of Stockholders of the Company and any postponements or adjournments thereof. The meeting will be held on May 4, 2010, at 11:00 a.m. (Mountain Daylight Time) at the Recycle Sampling Plant, 1891 First Avenue South, Columbus, Montana 59019. The Company's principal executive offices are located at 536 East Pike Avenue, Columbus, Montana 59019.

These proxy solicitation materials were first mailed on or about April 8, 2010, to all stockholders entitled to vote at the meeting. The meeting is being held:

1.	To elect nine directors to the Company's Board.

2.	To ratify the appointment of KPMG LLP as the Company's independent registered accounting firm for 2010.

3.	To attend to other business properly presented at the meeting or any postponements or adjournments thereof.

GENERAL INFORMATION

Solicitation

The enclosed proxy is being solicited by the Board on behalf of the Company. The cost of this solicitation will be borne by the Company. In addition to solicitation by mail, the officers, directors and employees of the Company may solicit proxies by telephone, telegraph, electronic means or in person. The Company may also request banks and brokers to solicit their customers who have a beneficial interest in the Common Stock of the Company (the "Common Stock") registered in the names of nominees. The Company will reimburse such banks and brokers for their reasonable out-of-pocket expenses.

Voting Rights

Holders of shares of Common Stock at the close of business on March 24, 2010 (the "Record Date") are entitled to notice of and to vote at the meeting. On the Record Date, 97,670,707 shares of Common Stock were issued, outstanding and entitled to vote. The holders of at least 50% of the shares of Common Stock issued, outstanding and entitled to vote at the meeting, present in person or by proxy, constitutes a quorum. Since Norimet Limited ("Norimet"), a wholly-owned subsidiary of MMC Norilsk Nickel ("Norilsk Nickel"), owned approximately 51% of the outstanding Common Stock as of the Record Date, Norimet's presence is required for a quorum. Norimet has advised the Company that it intends to be present at the meeting and to vote its shares in favor of all proposals presented.

Each share of Common Stock outstanding on the Record Date is entitled to one vote.

Voting

The vote of the holders of (i) a plurality of the shares present in person or represented by proxy is required to approve Proposal 1, regarding the election of directors, and (ii) a majority of the shares present in person or represented by proxy is required to approve Proposal 2, regarding the ratification of the selection of KPMG as the Company's independent registered accounting firm. If a stockholder abstains from voting on any matter, the Company intends to count such stockholder as present for purposes of determining whether a quorum is present at the meeting for the transaction of business. Unless contrary instructions are indicated on a proxy, the shares of Common Stock represented by such proxy will be voted FOR the election as directors of the nominees named in this proxy statement and FOR ratification of the selection of KPMG as the Company's independent registered accounting firm. Additionally, the Company intends to count broker "non-votes" as present for purposes of determining the presence or absence of a quorum for the transaction of business. A non-vote occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Abstentions and non-votes will not be counted as votes cast for or against items submitted for a vote of stockholders.

As of the Record Date, Norimet owned 49,813,222 shares of Common Stock, or approximately 51% of the Company's outstanding shares. Norimet has advised the Company that it intends to vote FOR Proposals 1-2. Norimet has the requisite number of votes to approve all of these proposals. Thus, it is expected that all proposals will be approved at the meeting.

Neither management nor the Board knows of any other matters to be brought before the meeting. If other matters are presented properly to the stockholders for action at the meeting and or postponements or adjournments thereof, then the proxy holders named in the proxy intend to vote in their discretion on all matters in which the shares of Common Stock represented by such proxy are entitled to vote.

Revocability of Proxies

Any proxy may be revoked at any time before it is voted by (i) written notice to the Company's Corporate Secretary, (ii) receipt of a proxy properly signed and dated subsequent to an earlier proxy, or (iii) by request in person at the meeting. If not revoked, the shares of Common Stock represented by a proxy will be voted according to the proxy.

Controlled Company Status

Since Norimet owns more than 50% of the outstanding Common Stock, the Company is a "controlled company," as defined in Section 303A.00 of the New York Stock Exchange (the "NYSE") listing rules. As a controlled company, the Company is not required to comply (although it currently does comply) with the requirement of the NYSE to have a majority of independent directors.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 4, 2010.

The proxy statement, proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2009, are available on our website at www.stillwatermining.com in the Investor Relations section.

PROPOSAL 1:

ELECTION OF DIRECTORS

The Stockholders Agreement among the Company, Norilsk Nickel and Norimet, dated as of June 23, 2003, as amended (the "Stockholders Agreement"), establishes certain governance principles for the Company, including provisions regarding the composition of the Board. The Stockholders Agreement provides that the Board shall have nine directors, comprised of: (i) the Company's Chief Executive Officer; (ii) certain Norimet Directors (as defined below) and (iii) certain Public Directors, as defined below. The Stockholders Agreement further sets forth certain independence requirements for the Board members, see "Board of Directors and Committees -- Director Independence," below.

Pursuant to the Stockholders Agreement, Norimet is entitled to elect a number of directors to the Board based on its proportionate ownership of the Company's voting shares. For so long as Norimet beneficially owns more than fifty percent (50%) of the outstanding Common Stock, Norimet is entitled to nominate for election to the Board the smallest number of directors that is a majority of the Board. Since the Board is comprised of nine directors and Norimet owns approximately 51% of the outstanding Common Stock, Norimet is entitled to nominate five directors to the Board for election at this year's Annual Meeting of Stockholders (the "Norimet Directors"). Norimet has nominated Craig L. Fuller and Steven S. Lucas, both of whom has been a director of the Company since June 23, 2003, the date of the closing of the stock purchase transaction with Norimet and Norilsk Nickel. Michael Schiavone, Mark V. Sander and Ajay Paliwal were appointed by Norimet in January 2009, August 2009 and September 2009, respectively. Michael Schiavone qualified as an independent director; however, Mark V. Sander and Ajay Paliwal were found not to qualify as independent directors. Mr. Michael E. McGuire and the Honorable Donald W. Riegle retired from the Board on August 3, 2009.

The Stockholders Agreement provides that the remaining directors (other than the Chief Executive Officer and the Norimet Directors) shall be the Public Directors (the "Public Directors"). The current Public Directors are: Patrick M. James, Sheryl K. Pressler and Michael S. Parrett. All Public Directors have agreed to stand for re-election as Public Directors at this year's annual meeting and have been approved by the Nominating Committee of the Board.

The Stockholders Agreement also provides that the Chief Executive Officer will be the Chairman of the Board.

In accordance with the Stockholders Agreement, the nine (9) persons set forth below have been nominated to serve as directors of the Company until the next annual meeting of stockholders or until their respective successors are elected and each person has consented to being named as a nominee. All of the nine nominees are currently directors of the Company.

The affirmative vote of a plurality of shares present is required for approval of Proposal 1.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF PROPOSAL 1.

It is anticipated that proxies will be voted for the nominees listed below, and the Board has no reason to believe any nominee will not continue to be a candidate or will not be able to serve as a director if elected. In the event that any nominee named below is unable to serve as a director, the proxy holders named in the proxies have advised that they will vote for the election of such substitute or additional nominees as the Board may propose in accordance with the Stockholders Agreement.

The name and age of each nominee, his or her principal occupation for at least the past five (5) years and certain additional information is set forth below. Such information is as of the date hereof and is based upon information furnished to the Company by each nominee.

Nominees for Election

Chief Executive Officer

Francis R. McAllister (age 67). Francis R. McAllister became a director of the Company on January 9, 2001 and the Chairman of the Board and Chief Executive Officer of the Company on February 12, 2001. Prior to his appointment to the Board, Mr. McAllister was with ASARCO Incorporated from 1966 to 1999, serving as Chairman and Chief Executive Officer in 1999, Chief Operating Officer from 1998 to 1999, Executive Vice President -- Copper Operations from 1993 to 1998, Chief Financial Officer from 1982 to 1993 and in various professional and management positions from 1966 to 1982. He currently serves on the Board of Directors of Cliffs Natural Resources (f/k/a Cleveland Cliffs, Inc.), an iron ore and coal mining company.

Norimet Nominees

Each of the directors set forth below is nominated to the Board by Norimet.

Craig L. Fuller (age 59). Craig L. Fuller, the president and chief executive officer of the Aircraft Owners and Pilots Association (AOPA), is based in the organization’s headquarters in Frederick, Maryland. Mr. Fuller leads the largest general aviation membership organization in the world with more than 416,000 individual members. AOPA publishes the largest general aviation magazine, operates the largest general aviation insurance company and utilizes the internet with the largest general aviation electronic publications.

Mr. Fuller was Executive Vice President of APCO Worldwide prior to joining AOPA and was based in APCO’s Washington, D.C., office. He remains a member of the APCO Worldwide International Advisory Council.

Mr. Fuller is former president and chief executive officer of the National Association of Chain Drug Stores. While he was with the organization, he worked on major health care policy issues with 200 leading retail organizations and 1,000 manufacturers and suppliers to the industry. He worked with the primary providers of outpatient prescription drugs in the United States, dispensing about 70 percent of the 3.1 billion prescriptions that are provided each year.

In 1981, when he first arrived in Washington, D.C., Mr. Fuller served for eight years in the White House as assistant to President Reagan for cabinet affairs and then as chief of staff to Vice President George H.W. Bush. He later served as co-director of President-elect Bush’s transition team.

Upon leaving the White House to enter the private sector, Mr. Fuller joined The Wexler Group, later acquired by Hill & Knowlton, where he served as president of its U.S. operations and head of worldwide public affairs. In 1992, he was named Senior Vice President for Corporate Affairs at Philip Morris Companies. He also led the board of directors practice at Korn/Ferry International and served as vice chairman of Burson-Marsteller.

With regular interviews on politics and public affairs, as well as weekly and monthly online columns, Mr. Fuller is a frequent commentator and speaker on a wide range of topics. He is a director of the United States Chamber of Commerce and the National Chamber Foundation. Additionally, he is a trustee of the George Bush Presidential Library Foundation, and served for 10 years as a trustee of the John F. Kennedy Center for the Performing Arts.

Mr. Fuller earned his Bachelor of Science in Political Science from the University of California at Los Angeles and a master’s degree in Urban Affairs from Occidental College.

Director Fuller contributes greatly to our Board because of his strong executive/corporate background.

Steven S. Lucas (age 44). Steven S. Lucas is a partner at Nielsen, Merksamer, Parrinello, Mueller & Naylor, a law firm based in California. He joined Nielsen, Merksamer, Parrinello, Mueller & Naylor in 1995 and has been a partner since 1999. Mr. Lucas was an attorney at Sullivan & Cromwell from 1991 to 1995. He received his law degree, magna cum laude, from Harvard Law School in 1990, and a B.A. in economics/business, magna cum laude, from UCLA in 1987.

Director Lucas contributes greatly to our Board because of his strong legal background.

Michael Schiavone (age 69). Michael Schiavone was appointed a director of the Company on January 26, 2009. He has an extensive background in the metals recycling business, and since 2001, he has been involved in real estate and property investment. In 1963, he joined the family business, Michael Schiavone & Sons, Inc. He served as Chairman of the Board and Chief Executive Officer from 1972 to 1999. He previously owned Schiavone Metalli Europa, and was with Camden Iron & Metal, Inc. for 26 years until 1995. Mr. Schiavone was a director of New Haven Boys & Girls Club from 1980 until 1995. He holds a Bachelor of Arts degree from Boston University.

Director Schiavone contributes to our Board because of his background in the metal recycling industry.

Mark V. Sander (age 54). Mark V. Sander was appointed a director of the Company on August 5, 2009. He is a co-founder of and partner in Plinian Capital, which brings together contrarian investors and distressed assets in the mining sector to create value over the commodity cycle. As well, he is Chief Operating Officer of Mandalay Resources, Plinian’s maiden investment. Mr. Sander was founder of and, from 2007 to 2008, served as Executive Consultant at Integrity Leadership Systems; prior to that he was with Greene, Tweed and Co., as Director of Strategic Planning, Performance and Learning. He served as Director of Strategic Planning of BHP Copper from 1996 to 1999; before that he held successive positions of increasing responsibility at Magma Copper from 1990 to 1996, culminating in Director of Strategic Activities. He received a Ph.D. in Ore Deposits and Exploration and a Master of Science in Geostatistics from Stanford University.

Director Sander contributes to our Board because of his background in the mining and natural resources.

Ajay Paliwal (age 41). Ajay Paliwal was appointed a director of the Company on September 21, 2009. He is a chartered accountant based in the United Kingdom and is a founder of Jiva Capital, a firm dedicated to investing and consulting in the global mining and metals sector. Until August 2008 he was Group Deputy Chief Financial Officer of Vedanta Resources plc, prior to which he led Ernst & Young's UK mining transactions business on many transactions for several of the world’s largest mining companies. Mr. Paliwal also spent eleven years at PricewaterhouseCoopers with a client base of both mature and high growth public and private sector entities across a range of industries including natural resources and financial services. He holds a BEng (Hons) in Chemical Engineering from the University College of London.

Director Paliwal contributes greatly to our Board because of his background in the international accounting/mining industry.

Public Directors

Each of the directors set forth below was nominated to be elected as a Public Director, in accordance with the Stock Purchase Agreement dated November 20, 2002, by and among the Company, Norimet and Norilsk Nickel (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, each Public Director (i) may not be an officer, employee or director of Norilsk Nickel or any of its affiliates, (ii) must meet the requirements set forth in the listing requirements of the NYSE, as may be amended from time to time, and (iii) must meet such other requirements regarding the independence of directors as may be applicable to the Company.

Patrick M. James (age 64). Patrick M. James was appointed a director of the Company on January 9, 2001 and has served as the Company's lead independent director since July 24, 2002. Since March 2001, Mr. James has been an independent natural resource management consultant and professional corporate director. Mr. James was the President and Chief Executive Officer of Rio Algom Limited from June 1997 to March 2001. Prior to joining Rio Algom Limited, Mr. James spent 18 years with Santa Fe Pacific Gold Corporation, becoming President and Chief Operating Officer in 1994 and Chairman, President and Chief Executive Officer in 1995. Mr. James was a director of Dynatec Corporation, a Canadian nickel mining company until its sale in 2007. He was Chairman, President, Chief Executive Officer and director of Constellation Copper Corporation, a Canadian base metal mining company until December, 2008; when the company filed for bankruptcy protection. He also served on the advisory board for Resource Capital Funds III and IV until 2008. He is now Chairman and a director of Centerra Gold Inc., a Canadian gold mining company. Mr. James is a member of the Colorado School of Mines Foundation board of directors. He received a Masters of Management from the University of New Mexico in 1984, and an Engineer of Mines from Colorado School of Mines in 1968.

Director James contributes greatly to our Board because of his strong background in the corporate/mining industry.

Michael S. Parrett (age 58). Michael S. Parrett was elected to the Board on May 7, 2009. Mr. Parrett has been an independent consultant since 2002. During 2003, 2004 and the first quarter of 2005 Mr. Parrett served as a financial consultant to the Stillwater Mining Company. From 1990-2001 he was Chief Financial Officer, President of Rio Algom and Chief Executive of Billiton Base Metals. From 1983-1989 Mr. Parrett performed various financial functions, including Controller, Chief Financial Officer, Treasurer, Controller Marketing and Director Internal Audit at Falconbridge Limited. He has been on the Board of Directors of Gabriel Resources Ltd since 2003 and been Chairman since December 2005 and on the Board of Directors of Pengrowth Corporation since 2004. Mr. Parrett is a Chartered Accountant and received his Bachelor of Arts from York University.

Director Parrett contributes greatly to our Board because of his strong finance/mining background.

Sheryl K. Pressler (age 59). Sheryl K. Pressler has been a director of the Company since May 9, 2002. Ms. Pressler has been an investment and strategy consultant in Atlanta, Georgia since 2001. From 2000 to 2001, she was Chief Executive Officer for Lend Lease Real Estate Investments -- United States, a subsidiary of Lend Lease Corporation, an Australian real estate services company. From 1994 to 2000, she was the Chief Investment Officer for the California Public Employees' Retirement System, the nation's largest public pension fund. From 1981 to 1994, she was responsible for the management of the Retirement Funds for the McDonnell Douglas Corporation. Ms. Pressler has served on the Board of Directors of ING Funds Unified since 2006 and on the Board of Directors of Centerra Gold since 2008. Ms. Pressler was a director of Nuevo Energy Company from 2002 until 2004. Ms. Pressler received her B.A. in philosophy from Webster University and her M.B.A. from Washington University.

Director Pressler contributes greatly to our Board because of her strong investment and strategy background.

Past Directors

The following individuals formerly served as a director of the Company during the last five (5) years. Their former biographies are provided below.

Joseph P. Mazurek (age 61). Joseph P. Mazurek was a director of the Company from May 24, 2001 to May 6, 2009. Since 2002, Mr. Mazurek has been a partner in the law firm of Crowley, Haughey, Hanson, Toole & Dietrich, P.L.L.P. located in its Helena, Montana office. He has been a member of this firm's executive committee since January 2004. He was the Attorney General for the State of Montana from January 1993 until December 2000, served in the Montana Senate from 1981 through 1992 and was President of the Senate from 1991 to 1993. From 1975 through 1992, he was an attorney with the Helena, Montana law firm of Gough, Shanahan, Johnson and Waterman. Mr. Mazurek received his B.A. in Business Administration (Finance) in 1970 and his J.D. in 1975 from the University of Montana.

Michael E. McGuire, Jr. (age 44). Michael E. McGuire, Jr. served as a director of the Company from December 9, 2008 to August 3, 2009. He is the founder & managing partner of Triple Trunk Capital LLC which provides liquidity to second-tier corporate clients and second-tier banks in the Russian market through structured trade finance, structured finance and asset-backed lending strategies. He holds the same positions at Triple Trunk Investment Management LLC (“TTIM”) which until December 31, 2008 managed the investment of Smart Hydrogen (an entity with a controlling interest owned by a Norilsk Nickel subsidiary) in Plug Power Inc., a company active in the fuel cell industry. Mr. McGuire was on the Board of Directors of Plug Power until January 19, 2009. TTIM entered recently into an Agreement with OGK-3 (similar to the one TTIM had with Smart Hydrogen) to act as the investment manager for their investment in Plug Power. OGK-3 is 74% owned by a Norilsk Nickel subsidiary.

From 1991 to 2005 he was the founder & managing director of ARIA Worldwide, Inc., which focused on commodity trading and structured trade finance in Russia and Slavic republics of the CIS. He started his career in 1988 at Manufacturers Hanover Trust Co., (JPMorgan Chase). He is the chairman of the ITP Foundation, a non-profit organization dedicated to increasing the awareness and research into, a rare bleeding disorder (Immune Thrombocytopenic Purpura). Michael received a B.S. in Entrepreneurial Studies and Investments in 1988 from Babson College in Wellesley, MA.

The Honorable Donald W. Riegle, Jr. (age 72). The Honorable Donald W. Riegle, Jr. served as a director of the Company from June 23, 2003 to August 3, 2009. The Honorable Donald W. Riegle, Jr. has been the Chairman of Government Affairs at APCO Worldwide, Inc., a global public affairs and communications company, since May 2001. Mr. Riegle was with Shandwick International, a public relations and communications management firm, from 1995 to 2001, and became Deputy Chairman. He served as a United States Senator from Michigan from 1976 to 1994 and in the House of Representatives from 1967 to 1976. Mr. Riegle is a director of WellPoint, Inc. Mr. Riegle received his B.A. in Economics and Business from the University of Michigan and an MBA in Finance and Marketing from Michigan State University. He continued Doctoral Studies in Business and Government Relations from Harvard Business School.

Todd D. Schafer (age 48). Mr. Todd D. Schafer served as a Director from June 23, 2003 to January 26, 2009. Todd D. Schafer is an attorney at Hogan & Hartson L.L.P., a major international law firm headquartered in Washington, D.C. Mr. Schafer joined Hogan & Hartson L.L.P. in 1995 and has been a partner since 1998. Mr. Schafer, who is based in London, is a member of his firm’s European Management Group and a Practice Director for the firm’s Corporate, Securities and Finance Group. Prior to joining Hogan & Hartson, Mr. Schafer worked at Covington & Burling from 1989 to 1995. Mr. Schafer received a J.D. from Harvard Law School in 1989, a M. Phil from Oxford University in 1986 and a B.A. in 1984 from Vassar College.

Jack E. Thompson (age 60). Mr. Jack E Thompson served as a Director from June 23, 2003 to July 26, 2006. During his 21 years with Homestake Mining Company, Jack E. Thompson held various positions with the firm, including President from 1994 to 1999, Chief Executive Officer from 1996 to 2001 and Chairman of the Board from 1998 to 2001. From December 2001 to February 2002 he was the Vice Chairman of Barrick Gold Corporation. Also, since December 2001, Mr. Thompson has been an independent mining consultant. Mr. Thompson has served in the past as a director of Barrick Gold Corporation, Phelps Dodge Corporation, a copper mining company, Century Aluminum Company and Tidewater Inc., a company which provides services and equipment to the offshore energy companies.

BOARD OF DIRECTORS AND COMMITTEES

The Board met 15 times during 2009. Each director attended 95% or more of the total number of meetings of the Board and each of the committees on which he or she served on in 2009. The non-employee directors regularly meet in executive session without management.

It is the Company's policy that directors are invited and encouraged to attend the Annual Meeting of Stockholders. All of the Company's directors attended last year's annual meeting of stockholders in person or by telephone.

Director Independence

The Stockholders Agreement provides that at all times a majority of the directors on the Board must meet certain independence requirements. No director may be an officer, employee or director of any other affiliate of Norilsk Nickel or Norimet. A majority of directors on the Board must: (i) meet the requirements set forth in Sections 303A.2a of the listing requirements of the NYSE, as may be amended from time to time, (ii) meet such other requirements regarding the independence of directors as may be applicable to the Company pursuant to applicable law or the rules of the NYSE, and (iii) become directors subject to an affirmative determination by the Company's Independent Directors (as defined below) that they have no material relationship with the Company (other than as a director) or any affiliate of Norimet or Norilsk Nickel (including either directly or as a partner, stockholder or officer of an organization that has a material relationship with the Company or any affiliate of Norimet or Norilsk Nickel).

In addition, the Board follows certain guidelines put in place for determining director independence, which meet or exceed the listing standards of the NYSE with respect to director independence. These guidelines can be found on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Independence Criteria for Directors." A copy may also be obtained upon request from the Company's Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

These guidelines provide objective as well as subjective criteria that the Board will utilize in determining whether each director meets the independence standards of the Securities and Exchange Commission (the "SEC") and the NYSE applicable to the Company.

The Board undertook its annual review of director transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board also examined transactions and relationships between directors or their affiliates and members of the Company's senior management or their affiliates.

The Board affirmatively determined that all of the directors being nominated for election at the annual meeting are independent of the Company, Norimet, Norilsk Nickel and the Company's management under the standards set forth in the Corporate Governance Principles, a copy of which is available on the Company’s corporate website at www.stillwatermining.com, with the exception of Francis R. McAllister, Mark V. Sander and Ajay Paliwal. Mr. McAllister is considered an inside director because he is the Chairman and Chief Executive Officer of the Company. The Board has determined that Mark V. Sander and Ajay Paliwal are not independent directors, due to their business relationships with one or more of the Norilsk Directors.

Committees

Audit Committee. The Company has a standing Audit Committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee held seven (7) meetings during 2009. During 2009, the Audit Committee was composed of Sheryl K. Pressler (Chairperson), Steven S. Lucas, Michael E. McGuire. Due to a subsequent determination by the Board that Mr. McGuire was not independent he stepped down from the Committee on April 7, 2009 and was replaced by Michael Schiavone. Michael S. Parrett became a member of the Committee in May, 2009. Michael Schiavone stepped down from the Committee on August 5, 2009. The Board has determined that the members of the Audit Committee are "independent," as defined in Section 303A.02 of the NYSE's listing standards and Rule 10A-3(b)(1) of the General Rules and Regulations under the Exchange Act.

The Audit Committee reviews the accounting principles and procedures of the Company and its annual financial reports and statements, recommends to the Board the engagement of the Company's independent auditors, reviews with the independent auditors the plans and results of the auditing engagement and considers the independence of the Company's auditors. The Audit Committee is also responsible for reviewing the Company's finance matters.

The Audit Committee is governed by a written charter which is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Charters/Audit Committee Charter." Copies of this charter are also available in print to stockholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

The Audit Committee also follows a written Audit and Non-Audit Services Pre-Approval Policy for services to be performed by the independent auditor. Proposed services may be either (i) pre-approved without consideration of specific case-by-case services by the Audit Committee ("General Pre-Approval") or (ii) require the specific pre-approval of the Audit Committee ("Specific Pre-Approval"). The Audit Committee believes that the combination of these two approaches results in an effective and efficient procedure to pre-approve services performed by the independent auditor to ensure the auditor's independence is not impaired. Unless a type of service has received General Pre-Approval, it requires Specific Pre-Approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed specific individual project to provide an otherwise generally approved service whose expected fees exceed $25,000 requires an overriding Specific Pre-Approval by the Audit Committee.

For both types of pre-approval, the Audit Committee shall consider whether such services are consistent with the rules of the SEC on auditor independence. The Audit Committee also considers whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company's ability to manage or control risk or improve audit quality. All such factors are considered by the Audit Committee in its business judgment as a whole, and no one factor is determinative.

The term of any General Pre-Approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise. The Audit Committee may revise the list of General Pre-Approved services from time to time, based on subsequent determinations.

This policy is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Policies/Audit and Non-Audit Policy". Copies of this policy are also available in print to stockholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

SEC rules and NYSE listing standards require the Board to determine whether a member of its audit committee is an "audit committee financial expert" and disclose its determination. According to these requirements, an audit committee member can be designated an audit committee financial expert only when the audit committee member satisfies five specified qualification requirements, such as experience (or "experience actively supervising" others engaged in) preparing, auditing, analyzing, or evaluating financial statements presenting a level of accounting complexity comparable to what is encountered in connection with the Company's financial statements. SEC rules further require such qualifications to have been acquired through specified means of experience or education. The Board has determined that Michael S. Parrett, an Audit Committee member, qualifies as an audit committee financial expert. The Board believes that the current members of the Audit Committee are qualified to carry out the duties and responsibilities of the Audit Committee

Compensation Committee. The Company has a Compensation Committee as required pursuant to Section 303A.05 of the NYSE's listing standards. The Compensation Committee held five (5) meetings during 2009. During 2009, the Compensation Committee was composed of Steven S. Lucas (Chairman), Craig L. Fuller and Joseph P. Mazurek. Mr. Mazurek decided not to seek re-election in 2009 and, as a result, Patrick M. James was appointed to the Compensation Committee in May of 2009. The Board has determined that all of the members of the Compensation Committee are "independent," as defined in Section 303A.02 of the NYSE's listing standards. As a controlled company, the Company is not required to comply (but currently does comply) with the requirement of the NYSE to have a compensation committee comprised entirely of independent directors. The principal responsibilities of the Compensation Committee are to establish policies and determine matters involving executive compensation, recommend changes in employee benefit programs, approve the grant of stock options and stock awards under the Company's stock plans and provide assistance to management regarding key personnel selection. The Compensation Committee's written charter is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Charters/Compensation." A copy of the charter is also available in print to stockholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

Health, Safety and Environmental Committee. The Company has a Health, Safety and Environmental Committee. The principal responsibilities of this committee are (i) to review the Company's environmental and occupational health and safety policies and programs, (ii) to oversee the Company's environmental and occupational health and safety performance, and (iii) to monitor current and future regulatory issues. During 2009, the Health, Safety and Environmental Committee consisted of Michael E. McGuire, Jr. (Chairman), The Honorable Donald W. Riegle, Jr., and Sheryl K. Pressler. Michael Schiavone was appointed to the Committee as Chairman and Mark V. Sander as a member on August 5, 2009. In September, 2009, Ajay Paliwal was appointed Chairman of the Committee. The Honorable Donald W. Riegle and Michael E. McGuire left the Committee due to their retirement from the Board on August 3, 2009. This committee held three (3) meetings in 2009.

Committee on Ore Reserves. On February 22, 2007, the Board made this a regular Committee. The principal responsibilities of this committee are (i) to advise the Board on the appropriateness, accuracy and completeness of the Company's ore reserves, and (ii) to ensure that management appropriately presents the Company's ore reserves to regulatory agencies. During 2009, the Committee on Ore Reserves was composed of The Honorable Donald W. Riegle, Jr. (Chairman), Patrick M. James, and Michael Schiavone. Michael S. Parrett was appointed to the committee, replacing Michael Schiavone, in May, 2009. Mr. Mark V. Sander was appointed as Chairman of the Committee on August 5, 2009, replacing The Honorable Donald W. Riegle, Jr. Ajay Paliwal was appointed to the committee in September, 2009 replacing Patrick M. James. This committee held three (3) meetings in 2009.

Corporate Governance and Nominating Committee. The Company has a Corporate Governance and Nominating Committee as required pursuant to Section 303A.04 of the NYSE's listing standards. The Corporate Governance and Nominating Committee held six (6) meetings during 2009. The Corporate Governance and Nominating Committee is composed of Joseph P. Mazurek (Chairman), Craig L. Fuller Patrick M. James. Upon Mr. Mazurek’s retirement in May of 2009, Mr. Fuller was appointed Chairman and Mr. Michael Schiavone was appointed to the Committee. The Board has determined that all of the members of the Corporate Governance and Nominating Committee were independent directors under the NYSE listing standards and applicable SEC rules. As a controlled company, the Company is not required to comply (but currently does comply) with the requirement of the NYSE to have a Corporate Governance and Nominating Committee comprised entirely of independent directors.

The principal responsibilities of the Corporate Governance and Nominating Committee are (i) identifying and recommending to the Board individuals qualified to serve as directors of the Company and on committees of the Board, (ii) advising the Board as to the appropriate size, function and procedures of the committees of the Board, (iii) developing and recommending to the Board corporate governance principles, and (iv) overseeing evaluation of the Board and the Company's executive officers.

The Corporate Governance and Nominating Committee is governed by a written charter. The Board also follows written corporate governance guidelines for the Company and a written policy for stockholder nomination of directors. These documents set forth the criteria and methodology the Board will use when considering individuals as nominees to the Board. Current copies of these documents are available on the Company's corporate website at www.stillwatermining.com under the headings "Corporate Governance/Charters/Corporate Governance/Nominating", "Corporate Governance/Governance Principles" and "Corporate Governance/Policies/Stockholder Nomination of Directors", respectively. Copies of these documents are also available in print to stockholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

The Company has a Business Ethics and Code of Conduct policy applicable to its officers, directors, employees and agents, which is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Policies/Business Ethics." The purpose of this policy is to provide legal, ethical and moral standards for the conduct of the Company's officers, directors, employees and agents. The Board has also adopted a written Code of Ethics for its Chief Executive and Senior Financial Officers which is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Policies/Code of Ethics for Senior Financial Officers." This document sets forth specific policies to guide the Chief Executive Officer, Chief Financial Officer and Controller in the performance of their duties. Copies of these documents are also available in print to stockholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019.

Candidate Selection Process

The minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Corporate Governance and Nominating Committee examine a candidate's specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. The Company does not maintain a policy with respect to diversity on the Board; however, the Corporate Governance and Nominating Committee does seek to have the Board represent a diversity of backgrounds and experiences.

The Corporate Governance and Nominating Committee identifies potential nominees by asking current directors and executive officers to notify the committee if they become aware of persons meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board – for example, retirement as a Chief Executive Officer or Chief Financial Officer of a public company or exiting government or military service. The Corporate Governance and Nominating Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described below, the Corporate Governance and Nominating Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Corporate Governance and Nominating Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Corporate Governance and Nominating Committee determines that the candidate warrants further consideration, the Chairman or another member of the committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Corporate Governance and Nominating Committee requests information from the candidate, reviews the candidate's accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conducts one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate's accomplishments. The Corporate Governance and Nominating Committee's evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Under the Company's Corporate Governance Principles, the Corporate Governance and Nominating Committee will present a list of candidates to the Board for nomination. The Chief Executive Officer will be included in the process on a non-voting basis. Taking into account the Stockholders Agreement, the Corporate Governance and Nominating Committee will make a recommendation to the Board and the Board will determine which of the recommended candidates to approve for nomination.

Nomination Process

Nominations of persons for election as directors of the Company may be made at a meeting of stockholders, subject to the provisions of the Stockholders Agreement with Norilsk Nickel (a) by or at the direction of the Board, (b) by the Corporate Governance and Nominating Committee or persons appointed by the Board or (c) by any stockholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Section 3.3 of the Company's By-Laws. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Company's Corporate Secretary. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive office of the Company not less than fifty days nor more than seventy-five days prior to the meeting; provided, however, that in the event that less than sixty days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Company's Corporate Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Exchange Act, as now or hereafter amended; and (b) as to the stockholder giving the notice, (i) the name and record address of such stockholder, and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by such stockholder. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person shall be eligible for election by the stockholders as a director of the Company unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting of the stockholders shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Lead Independent Director

The Stockholders Agreement states that there will be a combined CEO and Chairman position. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our Board of Directors' leadership structure supports this approach. The Board has adopted governance policies and practices to ensure a strong and independent board that provides balance to the combined CEO and Chairman position.

Ultimately, the full Board has responsibility for risk oversight, but our committees help oversee risk in areas over which they have responsibility. The full Board receives regular updates related to various risks for both our company and our industry. The Audit Committee receives and discusses reports regularly from members of management, who are involved in the risk assessment and risk management functions on a daily basis. In addition, the Compensation Committee annually reviews, with the assistance of management, the overall structure of the Company’s compensation program and policies for all employees as they relate to the company’s risk management practices.

In accordance with the Company's Corporate Governance Principles and By-Laws, the independent directors will designate a lead independent director who will preside at the executive sessions of the Board. Patrick M. James is currently designated as the lead independent director. The lead independent director's duties include coordinating the activities of the independent directors, coordinating the agenda for and moderating sessions of the Board's independent directors and other non-management directors, if any, facilitating communications between the other members of the Board and conducting the annual CEO evaluation.

Stockholder Communication with Directors

The Board has a written policy on stockholder and interested party communications with directors, a copy of which is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Stockholder Communication with Directors."

Under the policy, stockholders and other interested parties may contact any member (or all members) of the Board (including, without limitation, the lead independent director, Patrick M. James, or the non-management directors as a group), any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to the Corporate Secretary, Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019. To communicate with any of our directors electronically, stockholders should go to our corporate website at www.stillwatermining.com. Under the heading "Corporate Governance/Stockholder Communication with Directors," you will find an on-line form that may be used for writing an electronic message to the Board, any individual director, or any group or committee of directors. Please follow the instructions on our website in order to send your message.

All communications received as set forth in the preceding paragraph will be opened by the office of our General Counsel for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel's office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are identified under "Committees" above. No member of the Compensation Committee was, at any time during 2009, an officer or employee, or a former officer, of the Company. No executive officer of the Company has served on the board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board or Compensation Committee.

Director Compensation

Each non-employee director receives a quarterly retainer of $10,000 which may be paid in cash or may be deferred in cash or Common Stock as described below. In addition, the Company pays each non-employee director and committee member $2,000 per meeting of the Board attended and $1,000 per telephonic meeting in which he or she participated. The Lead Independent Director and Audit Committee chair each receive an additional annual retainer of $10,000, and the Committee chairs each receive additional annual retainers of $5,000. The Company also reimburses all directors for reasonable travel expenses. Additionally, in 2009, each non-employee director received a grant of Common Stock valued at $40,000 as described below.

In December 2004, the Board approved a guideline that non-employee directors should own Common Stock having a value of at least $100,000. Pursuant to that guideline, each director is asked to comply with this new guideline by the fifth anniversary of his or her election to the Board. Based on the closing price of $13.08 on March 24, 2010, Craig L. Fuller, Patrick M. James, Steven S. Lucas, and Sheryl K. Pressler are in compliance with this guideline. Each of these individuals has over five years of service as a director. The other non-employee directors have not yet reached their fifth anniversary as a director. On May 2, 2007, the Board determined to increase the annual director Common Stock grants from $20,000 to $40,000. As a result, on the date of each annual meeting of stockholders, each non-employee director will receive a grant of Restricted Stock Units valued at $40,000, with restrictions that lapse (vest) upon the earlier of six months following the grant or the director's death, disability, retirement or a change in control of the Company. A non-employee director may elect to defer all, or a portion, of their vested Restricted Stock grant into the 2005 Non-Employee Directors’ Deferral Plan, in which case, upon receiving deferred shares, the non-employee director is credited additional “matching” deferred shares in the amount of 20% of the non-employee director’s deferred shares. Matching shares are fully vested, and non-forfeitable. Any Restricted Stock Units which have not vested will result in forfeiture, unless otherwise provided under the terms of the Restricted Stock Unit Agreement. The minimum deferral period is two years.

Additionally, the 2005 Non-Employee Director Deferral Plan allows non-employee directors to defer cash compensation for service as a director of the Company and later receive such compensation in the form of cash or shares of Common Stock. If a director elects to defer compensation and receive such compensation in the form of deferred shares of Common Stock, the number of shares such director will be entitled to receive will be determined by dividing the amount of compensation deferred during such quarter by the fair market value of one share of Common Stock on the last day that the stock traded before the end of such quarter. Upon receiving deferred shares of Common Stock, such director's account will be credited additional "matching" deferred shares in an amount equal to 20% of the number of deferred shares to which he or she is entitled pursuant to the calculation described above.

2009 DIRECTOR COMPENSATION
Name		Fees Earned or Paid in Cash (1)($)	Stock Awards (2)($)	Option Awards (3)($)	All Other Compen-sation (4)($)	Total ($)
Craig L. Fuller		78,750	40,000		0	118,750
Patrick M. James		92,000	40,000		12,433	144,433
Steven S. Lucas		92,000	40,000		10,433	142,433
Joseph P. Mazurek		29,250				29,250
Michael E. McGuire Jr. (5)		69,500	40,000			109,500
Ajay Paliwal (6)		28,250	40,000			68,250
Michael Parrett (7)		54,000	40,000			94,000
Sheryl K. Pressler		91,000	40,000			131,000
Donald W. Riegle Jr. (5)		67,500	40,000		10,433	117,933
Mark V. Sander (8)		32,500	40,000			72,500
Michael Schiavone (9)		73,250	80,000			153,250

(1)	Amounts include fees deferred in the form of Common Stock in the Non-Employee Director Deferral Plan in the amount of $10,000 for Patrick M. James.

(2)	Value is based on the grant date fair value in accordance with FASB ASC Topic 718 for RSUs issued in 2009. These awards were granted with a 6 (six) month vesting period and vested on November 7, 2009 for Craig L. Fuller, Patrick M. James, Steven S. Lucas, Michael S. Parrett, Sheryl K. Pressler and Michael Schiavone; and on August 3, 2009 for Michael E. McGuire and Donald W. Riegle Jr. Patrick M. James, Steven S. Lucas and Donald W. Riegle Jr. deferred their entire Common Stock grant into the Non-Employee Director Deferral Plan.

(3)	Stock and Option awards outstanding as of December 31, 2009, are as follows:
		Name	Options Vested & Outstanding
		Craig L. Fuller	15,000
		Patrick M. James	25,000
		Steven S. Lucas	-
		Joseph P. Mazurek	20,000
		Michael E. McGuire Jr. (5)	-
		Ajay Paliwal (6)	-
		Michael Parrett (7)	-
		Sheryl K. Pressler	10,000
		Donald W. Riegle Jr. (5)	5,000
		Mark V. Sander (8)	-
		Michael Schiavone (9)	-

(4)	Amounts include a 20% Company match, in the form of Company stock, on fees and stock awards deferred in the form of stock into the Non-Employee Director Deferral Plan. The Company match is also deferred into the Non-Employee Director Deferral Plan.

(5)	Michael E. McGuire Jr. and Donald W. Riegle, Jr. resigned as directors of the Company on August 3, 2009.

(6)	Ajay Paliwal was elected as a director of the Company on September 21, 2009.

(7)	Michael Parrett was elected as a director of the Company on May 7, 2009

(8)	Mark V. Sander was elected as a director of the Company on August 5, 2009.

(9)	Michael Schiavone was elected as a director of the Company on January 26, 2009.

COMPENSATION DISCUSSION AND ANALYSIS

2009 Overview

Stillwater Mining Company mines palladium and platinum from two underground mines located in south central Montana. The Company also operates a smelting and base metal refining complex in Columbus, Montana. In addition to processing the Company’s mine concentrates, these facilities recycle spent catalyst PGM containing materials from third parties.

The Company’s performance in 2009 exceeded the expectations of management and the Board as the Company’s reported net loss in 2009 was $9.2 million, compared to 2008’s net loss of $116.5 million. The Company’s mine production increased to 530,000 ounces up 6% from 2008, while costs were 11% below 2008’s costs. A number of strategic initiatives were also achieved, including cash generation and commissioning of the new furnace.

As a result of the above events as well as the rebounding economy in 2009, named executive officer compensation outcomes for 2009 included the following:

·	Base salaries were generally increased so that executive compensation remained at median levels;

·	Annual incentive payouts were at approximately 62% above target levels; and

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Long-term awards in the form of restricted stock were made with a focus towards retention of critical talent, particularly in light of the fact that 2009 brought intense competition for senior management in the industry and the Company does not maintain a pension plan. These awards were also paid out at above target levels due to company and individual performance achievements.

The Compensation Committee

General

The principal responsibilities of the Committee are to establish policies and determine matters involving executive compensation, recommend changes in employee benefit programs, approve the grant of stock options and stock awards under the Company's stock plans and provide assistance to management regarding key personnel selection. The Committee's written charter, which describes the specific duties of the Committee, is available on the Company's corporate website at www.stillwatermining.com, under the heading "Corporate Governance/Charters/ Compensation."

In making its decisions, the Committee routinely examines the following important business factors, discussed in more detail throughout this CD&A:

*	financial reports on performance versus budget and compared to prior year performance;

*	calculations and reports on levels of achievement of corporate performance objectives;

*	reports on the Company's strategic initiatives and budget for future periods;

*	information on the executive officers' stock ownership and option holdings;

*	information regarding Equity Compensation Plan dilution;

information sheets setting forth the total compensation of the named executive officers, including base salary, cash incentives, equity awards, perquisites, if any, and other compensation and any amounts payable to the executives upon voluntary or involuntary termination, early or normal retirement or following a change-in-control of the Company;

*	information regarding incentives and possible impact on excessively risky behavior; and

*	information regarding compensation programs and compensation levels at groups of companies identified by our independent compensation consultant.

The Committee’s Interaction with Management

In order to ensure that compensation programs are aligned with appropriate company performance goals and strategic direction, management works with the Committee in the compensation-setting process. Specifically, management will recommend to the Committee their opinion of executive performance, recommending business performance targets and objectives, and recommending salary levels and restricted stock awards. However, all decisions regarding executive compensation are made by the Committee.

The Company’s Chairman and Chief Executive Officer, Mr. McAllister (CEO) and General Counsel work with the Compensation Committee Chair to establish the agenda for Committee meetings. The Committee may also request that the CEO attend and participate in Committee meetings, at which the CEO provides background information regarding the Company's strategic objectives, evaluation of the performance of the senior executive officers, and compensation recommendations as to senior executive officers (other than himself). The Committee also seeks input from the Vice President – Human Resources and General Counsel as necessary and appropriate to carry out its duties. The Committee regularly meets in executive session without management in order to review recommendations and make compensation decisions.

Interaction with Compensation Consultants

In making its determinations with respect to executive compensation, the Compensation Committee has historically engaged the services of a compensation consultant. Since 2001, the Compensation Committee retained the services of Pearl Meyer & Partners – an independent compensation consultant - - to assist with its review of the compensation package of the named executive officers. In addition, in 2009 Pearl Meyer & Partners was retained to assist the Committee with several special projects, including competitive performance-related long-term incentive plan analysis, officer retirement planning, assistance with executive employment agreements and preparation of this proxy statement. Pearl Meyer & Partners performs no other services for the Company other than executive and director compensation consulting.

The Committee retains Pearl Meyer & Partners directly, although in carrying out assignments, Pearl Meyer & Partners may also interact with company management when necessary and appropriate. Specifically, the Vice President – Human Resources and General Counsel interact with the consultants in order to provide compensation and performance data for the executives and the Company. In addition, Pearl Meyer & Partners may, in its discretion, seek input and feedback from the Vice President – Human Resources and General Counsel regarding its consulting work product prior to presentation to the Compensation Committee in order to confirm alignment with the Company's business strategy and identify data questions or other similar issues, if any, prior to presentation to the Compensation Committee.

In addition, from time to time the Committee invites Patrick M. James, lead director, to attend the Committee meetings. Mr. James has significant current practical experience in mining company compensation.

Compensation Philosophy & Objectives

Our compensation philosophy is to provide executives with market competitive compensation that is aligned with company and individual performance, as well as long-term stockholder value. The overall principle guiding executive compensation at the Company is to reward executives for delivering superior performance. The extent to which each executive reaches any particular level of compensation will vary based on company performance, individual performance and experience. The specific objectives of our program are to:

●	motivate the Company’s management team to continually meet or exceed its operating targets without sacrificing long-term performance and growth;
●	support the Company's core values and strategic goals;
●	ensure that the Company is able to attract and retain the highest caliber executives;
●	ensure that compensation-related risk is balanced; and
●	promote the alignment of management's interests with those of its stockholders.

Compensation Design and Risk

●

The Compensation Committee annually reviews the overall structure of the company’s executive compensation program and policies to ensure they are consistent with effective management of enterprise key risks and that they do not encourage executives to take unnecessary or excessive risks that could threaten the value of the enterprise.

●	With respect to the programs and policies that apply to our named executive officers, this review includes:

m	analysis of how different elements of compensation may increase or mitigate risk-taking;

m	analysis of performance metrics used for short-term and long-term incentive programs and the relation of such incentives to the objectives of a particular position or business unit;

m	analysis of whether the performance measurement periods for short-term and long-term incentive compensation are appropriate;

m	analysis of the overall structure of compensation programs as related to business risks; and

m	an annual review of the company’s share ownership guidelines, including share ownership levels and retention practices.

●	Based on this review, we believe the company’s well-balanced mix of salary and short-term and long-term incentives are appropriate and consistent with the company’s risk management practices and overall strategies.

We believe these objectives can be realized primarily by ensuring that a significant portion of the executive's total compensation package is tied to both corporate and individual performance. These objectives are also facilitated by structuring compensation so that there is a proper balance between the short and long-term components of the total compensation program.

The following principles govern how the Company makes compensation decisions to foster the above objectives:

Focus on Results and Strategic Objectives

Our compensation analysis always begins with an examination of the Company's Business Plan and Strategic Objectives. We intend that our compensation decisions will attract and retain leaders and reward them for achieving the Company's strategic initiatives and objective measures of success.

Pay for Performance Culture

At the core of our compensation philosophy is our guiding belief that pay should be linked to performance. A significant portion of executive officer compensation is contingent on, and variable with, achievement of objective corporate and/or individual performance objectives. In addition, the Committee does not permit discounted stock options, reload stock options or re-pricing of stock options.

Compensation and Performance Pay Reflective of Position and Responsibility

The Committee believes that compensation and accountability should generally increase with advances in position and enlarged responsibilities. Consistent with this philosophy, total target compensation is higher for individuals with greater responsibility and greater ability to influence the Company's achievement of targeted results and strategic initiatives. In addition, as position advances and responsibilities are enlarged, a greater portion of the executive officer's total compensation is performance based pay contingent on the achievement of performance objectives. Finally, equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation. It should also be noted that the long term incentive awards due have a cap and a floor as to potential payouts. The compensation package of our CEO has the largest portion of pay at risk, with 70% of his targeted total direct compensation based on performance of the Company. Other officers range from 47% to 65% of targeted total direct compensation at risk.

Compensation Decisions That Promote the Interests of Stockholders

Compensation should focus management on achieving strong short-term (annual) performance in a manner that supports and ensures the Company's long-term success and profitability. The Annual Incentive Program creates incentive for meeting annual performance targets, while equity grants encourage the achievement of longer term objectives and retention, and cliff vest over a three year period. The Committee believes that restricted stock grants create long-term incentives that align the interest of management with the long-term stockholders.

Compensation Should be Reasonable and Responsible

We believe that compensation should be set at responsible levels. Our executive compensation programs are intended to be consistent with the Company’s primary focus on safety, controlling costs, production, improving the state of development at the mines, growing the recycling business and increasing demand for palladium. Compensation must also be competitive as mining industry executives are in high demand and short supply, particularly in economic times such as those we experienced in 2008 and 2009 and we expect this trend to continue especially in the robust precious metals industry.

Compensation Structure

Pay Elements – Overview

The Company utilizes three (3) main components of compensation:

*	Base Salary – fixed pay that takes into account an individual’s role and responsibilities, experience, expertise and individual performance.

*	Annual Incentive/Bonus – variable pay that is designed to reward attainment of annual business goals, with target award opportunities generally expressed as a percentage of base salary.

*	Long-Term Incentives - stock-based awards including time-based restricted stock and performance-based restricted stock.

In addition, executive officers participate in employee benefit plans generally available to all employees on the same terms as similarly situated employees. Other than use of a company car, which is needed for extensive business travel, the Company does not provide its executives with perquisites. The Company does not provide any other retirement benefits to our executives, other than eligibility to participate in a 401(k) and 409A Deferred Compensation Plan. The Company provides a company stock match of up to six percent (6%) of the officers’ contributions into the 401(k) Plan (in the form of Company Stock) and 409A Deferred Compensation Plan, with the combined match not to exceed the lesser of six percent (6%) of the executive’s compensation or the executive’s contribution percentage.

Pay Elements – Details

Base Pay. Base pay is a critical element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, we consider the executive's qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive's past performance, competitive salary practices at companies in the study groups (as discussed below in “Pay Levels and Benchmarking”), internal pay equity and the tax deductibility of base salary. Base salaries for new executive officers are determined by individual experience and performance, as well as planned responsibilities within the Company.

The Committee's policy is to align executive officers' base salaries at approximately the median for the Company's Comparator Group (as discussed herein). Adjustments to base salary are made annually based on individual performance or when substantive changes occur in the responsibilities of an executive officer. Base salaries are generally reviewed by the Committee in January of each year.

In light of the world economic crises in 2008/2009, no adjustments were made in to base salaries of our executives in 2009. Seeking to revert to the philosophy discussed above, however, adjustments were made to named executive officers’ base salaries in 2010 which resulted in keeping each officer’s base pay within a median range of the Comparator Group for similar positions. In keeping the officer’s base pay within a median range of the comparator companies, one officer, Gregory R. Struble received a much larger adjustment in 2010 than the other officers. This adjustment was made to align his base salary within the median range. The specific adjustments made in 2010 for each named executive officer were the following:

			2009		2010
Name		Title	Base Salary		Base Salary		Percentage of Increase
Francis R. McAllister	Chairman/Chief Executive Officer		$ 625,000	$650,000		4%
Gregory R. Struble	Executive Vice President/Chief Operating Officer		$ 340,000	$375,000		10%
Gregory A. Wing	Vice President, Chief Financial Officer		$ 290,000	$302,000		4%
John R. Stark	Vice President, Human Resources and General Counsel		$ 320,000	$333,000		4%
Terrell I. Ackerman	Vice President		$ 245,000	$255,000		4%

Short-Term Incentive Compensation. Annual target incentive measures are paid pursuant to our Short-Term Incentive Plan and are set each year relative to the Company’s Annual Business Plan where, for 2009, ninety percent (90%) of the total annual cash incentive (“annual bonus”) is based upon a quantitative formula, with the remaining ten percent (10%) based on Committee discretion of individual and group performance. The outcome of the annual incentive measures are then applied to individual annual bonus opportunities determined based on competitive practice and each executive officer's position responsibilities. Each executive officer has a threshold, target (the median) and maximum annual bonus opportunity, expressed as a percentage of base salary (with linear interpolation between opportunity percentages), as follows:

Executive Officer	Bonus at Threshold Performance Level	Bonus at Target Performance Level	Bonus at Maximum Performance Level

Chairman/Chief Executive Officer	35%	70%	140%

Executive Vice President/ Chief Operating Officer	30%	60%	120%

Chief Financial Officer	20%	40%	80%

Other Executive Officers	20%	40%	80%

Performance targets are established at the beginning of each year. Each target has a minimum threshold, target and maximum goal, with a potential funding of between zero and 100 percent of the maximum award. At minimum threshold performance, each goal would be funded at 25 percent of the maximum, with zero funding for performance below threshold. If performance is at the target level, the bonus will be funded at 50 percent of the maximum award.

During 2009, the performance measures underlying the annual bonus included the following, with details as to each measure provided below:

	Weighting as Percentage of Total Annual Bonus
Safety	15%
Cash	20%
Mine Production	25%
Mine Costs	20%
Recycling	5%
Furnace	5%
Selective Mining Initiatives
Sub-Total	90%
Board Discretionary Amount	10%
Total	100%

For 2009, the Committee utilized a “performance scorecard” with multiple performance standards that relate to the Company’s Annual Business Plan and current strategic priorities in order to determine payouts under the plan. The Committee believes that the target goals represent significant performance challenges to management and that the achievement of those goals will benefit the business and its stockholders. Achievement of the goals is subject to both management performance and external economic factors. Details as to each of the goals above and the result for 2009 are as follows:

2009 Performance Targets Review
2009 Management Initiatives & Actions	Final Report				Performance Ranking						Result
2009 Management Initiatives & Actions	Weighting		Performance			50%		100%		200%
1. Safety		15%
a. Reportable frequency – Total SMC Employees<3.2		10%				5%		10%		20%
				4.1		3.4		3.2		3.0		0%

b. Reportable frequency – Combined Mine Operations <3.5		2.5%				1.25%		2.5%		5%
				4.7		3.7		3.5		3.3		0%

c. Get Safe Leadership Development and internal audit systems		2.5%				0.0%		2.5%		5%
			Completed				Judgment					5%
2. Production		25%				12.5%		25%		50%
a. Mine Production – 496,000 ounces						471,200		496,000		520,800
SWM = 371K ozs & EBM = 124.8K ozs.			530,000 Ounces									50%

3. Cash		20%				10%		20%		40%
a. Maintain 2008 Year End Cash Balance $180MM			$203MM			171		180		189		40%
4. Costs		20%				10%		20%		40%
a. Gross Mining Costs/ounce $404 per ounce			$	360	$	424	$	404	$	384		40%
5. Recycling		5%				2.5%		5%		10%
a. Recycling - 371,300 ounces				251,000		352.7		371.3		389.9		0%
6. Furnace		5%				2.5%		5%		10%
a. Complete furnace start up by May 15, 2009			27-April-09		30-May		15-May		1-May			10%

Sub total		90%										145%

7. Board Discretionary Amount		10%	Board Discretion				Judgment
						0%		10%		20%		17.5%
Total as Percent of Target		100%										162.5%

For the targets established in 2009, the management group achieved an apparent result of 145% of target performance with respect to the quantitative component of the annual incentive. With respect to the discretionary component, the Committee determines the appropriate bonus award if any, given the levels of performance. The Committee’s discretionary range is 0% to 20%. The Committee has determined that the appropriate discretionary award is 17.5%. The quantitative score of 145% added to the discretionary award of 17.5% results in a payout of 162.5% of target for each officer.

			Short Term (Cash) Incentive
			Target Bonus
	2009 Base Salary	Target Bonus %		Quantitative Component	Discretionary Component	Bonus * (%)	Bonus ($)
F. McAllister	625,000	70.00%		145.00%	17.5%	114%	712,500
G. Struble	340,000	60.00%		145.00%	17.5%	98%	333,200
G. Wing	290,200	40.00%		145.00%	17.5%	65%	188,630
J. Stark	320,000	40.00%		145.00%	17.5%	65%	208,000
T. Ackerman	245,000	40.00%		145.00%	17.5%	65%	159,250

* multiplier is 162.5% of target

Long-Term Incentive Compensation. The Company may provide additional incentives to executives through discretionary grants of stock options, restricted stock, stock appreciation rights or other stock-based awards under the Company's 2004 Equity Incentive Plan, as amended from time to time, which serves to align executive interests with those of the stockholders.

In 2009, time-based restricted stock was the primary long-term incentive award within the total compensation package. Restricted stock grants typically cliff-vest over three (3) year periods. The Committee plans to continue to use restricted stock or restricted stock units as a long-term incentive award because:

*	It aligns the interests of executives with those of the stockholders in that as share prices increase, executives and stockholders benefit in parity.

*	It reinforces the need to retain the officers during this critical period of development and strategic initiatives; fosters employee stock ownership; and focuses the management team on increasing value for the stockholders.

*	It focuses the officers on attainment of longer term goals.

In determining the number of shares of restricted stock to be granted to our named executive officers, the Committee takes into account each individual’s: (1) market competitive award levels for the position, (2) scope of responsibility, (3) ability to affect profits and stockholder value, (4) historic and recent performance; and (5) the value of stock grants in relation to other elements of total compensation. Targets for executive officers range from 100% to 400% of annual base salary, as follows:

		Target LTI Restricted Stock Grants
		Percentage of
	Name	Base Salary

	Francis R. McAllister	400%

	Gregory R. Struble	250%

	Gregory A. Wing	140%

	John R. Stark	150%

	Terrell I. Ackerman	100%

Prior to 2006, restricted stock unit grants were made based solely on the criteria referenced above. Beginning in 2006, performance targets were established in order to condition grants on the attainment of specific objectives Determination as to the number of restricted stock unit grants depends on attainment of the specific performance factors described below. The relative weights and results (which are determined with reference to the results of under the Short-Term Incentive Plan for each item, and converted into an “LTI Rating” pursuant to the MIP/LTI conversion chart below) for attainment of the 2009 performance factors are also described in the table below.

		LTI
Factor	Weight	Rating	Result

Safety	20%	33%	7%

Production	25	200	50

Costs	25	200	50

Strategy*	30	167	50
	100%		157%

*	MIP strategy initiatives include cash conservation, recycling and the new furnace start up.

MIP/LTI Conversion
Chart (interpolated for intermediate values)

MPI		LTI

	200%		150%
	150		125
	100		100
	75		75
	50		50

The grant of long term incentive awards to the executive officers has both a ceiling and a floor. For instance, if the MIP award is at 200%, the award to the officer for the long term incentive is capped at 150%. Likewise, an MIP rating of 49% will generate a long term award of 50% of target.

Specifics as to the above performance goals (i.e., Safety, Production and Costs) are the same as those used for the 2008 Short-Term Incentive Compensation Plan. For Strategy, it includes cash conservation, recycling and the new furnace start up. Performance for 2009 was sufficient to generate awards of restricted stock under these criteria.

The MIP/LTI conversion resulted in 128.5% for the executive officers for 2010 Therefore, on February 18, 2010, the Committee granted the following restricted stock unit awards to the named executive officers:

	Restricted Stock Grants for 2010
	Number of (1)	Value of	Percentage of
Name	underlying shares	underlying shares	Base Salary (2)

Francis R. McAllister	337,447	$3,212,500	514%

Gregory R. Struble	114,643	$1,091,400	321%

Gregory A. Wing	54,870	$ 522,360	180%

John R. Stark	64,874	$ 617,600	193%

Terrell I. Ackerman	32,941	$ 313,600	128%

(1) This amount is determined using the 90 calendar day average share price as of February 18, 2010, of $9.52.

(2) Multiplier is 1.285% of target.

These 2010 grant amounts (which are considered as part of the 2010 total compensation package) are not reflected in the Summary Compensation Table as they did not result in any expense for fiscal year 2009.

Pay Mix. We target the particular elements of compensation described above because we believe that it provides a well-proportioned and balanced mix of security-oriented compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this portfolio approach, we generally provide the executive a measure of security in the minimum level of compensation the executive is eligible to receive, while motivating the executive to focus on the business metrics that will produce a high level of performance for the Company and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics normally targeted for the Short-Term Incentive Plan and the Long-Term Incentive Plan likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance.

For key executives, the mix of compensation is weighted at target towards at-risk pay (annual incentives and long-term incentives). Maintaining this pay mix results fundamentally in a pay-for-performance orientation for our executives. This is aligned with our stated compensation philosophy. We place great emphasis on variable performance based compensation through the Short-Term Incentive Program and performance related restricted stock grants. In addition, we believe that long-term incentives, and particularly equity compensation, provides a very important motivational and retentive aspect to the compensation package of our key executives. The chart below shows the breakdown between fixed pay vs. variable performance based pay, and long-term vs. short-term pay, at target for each executive officer for fiscal year 2009 at target:

		Percentage of Total Compensation at Target			Percentage of Long-Term and Short-Term
Name	Title	Base Salary	Annual Bonus	Stock Grants	Short Term	Long Term
Francis R. McAllister	Chairman/Chief Executive Officer	18%	12%	70%	30%	70%
Gregory R. Struble	Executive Vice President/Chief Operating Officer	24%	15%	61%	39%	61%
Gregory A. Wing	Vice President, Chief Financial Officer	36%	14%	50%	50%	50%
John R. Stark	Vice President, Human Resources and General Counsel	34%	14%	52%	48%	52%
Terrell I. Ackerman	Vice President, GM East Boulder Operations	42%	16%	42%	58%	42%

Pay Levels and Benchmarking

The Committee believes that it is appropriate to establish compensation levels based primarily on benchmarking against similar companies, both in terms of compensation practices as well as levels of compensation. In this way, we can gauge if our compensation is competitive in the marketplace for our talent, as well as ensure that our compensation is reasonable.

Accordingly, the Committee reviews compensation levels for the named executive officers against compensation levels at the Comparator Group, which is developed by the Committee in conjunction with the Committee’s independent compensation consultant.

The 12 primary comparators that defined our Comparator Group in 2009 were the following:

Metal Mining Companies – Cleveland-Cliffs, Inc., Coeur d’Alene Mines Corporation, Gold Fields Limited, Goldcorp, Inc., Golden Star Resources Ltd., Hecla Mining Company, IAMGOLD Corporation, Kinross Gold Corporation, Meridian Gold Inc., North American Palladium Ltd, Quadra Mining Ltd. and Randgold Resources Limited.

As in the past, sales for the most recent fiscal year and market capitalization at year end were used to establish comparability. This Comparator Group data is supplemented with survey compensation data to develop market compensation figures. None of the individual companies participating in such surveys were relied upon or relevant to committee decision making. In addition, we also consider data points and trends from two additional significantly larger, metal mining companies (Freeport-McMoRan Copper & Gold Inc. and Newmont Mining Corporation) for comparison purposes, although such data is not considered when the various statistical data points discussed below are calculated.

To remain consistent from year to year, the Committee currently intends to use the same Comparator Group as part of the annual marketplace study. The specific companies included in the Comparator Group may change, however, if there is a change in their size, relevance or other pertinent factor that impacts the comparability between our company and theirs.

Utilizing the information described above, market compensation consensus numbers are developed for base salary, cash bonus and long-term incentive at the 25th percentile, median and 75th percentile. Base salary and cash bonus are then targeted for each officer at median levels depending upon performance, and at the 75th percentile for long-term incentive when certain targeted levels of performance are achieved. One of the main reasons for targeting the 75th percentile for long-term incentive is due to the fact that the executive officers do not have a defined benefit pension plan.

Impact of Tax and Accounting

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid the company’s chief executive officer and next three highest paid executives (other than the CFO). We review compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time to time to maximize deductibility. However, we may approve compensation that does not qualify for deductibility when we deem it necessary to preserve needed flexibility in recognizing and rewarding desired performance, and when it is in the best interests of Stillwater Mining to do so. Our 2004 Equity Incentive Plan permits grants of stock options, restricted stock, restricted stock units and stock appreciation rights that may qualify for the performance based exception of Section 162(m), subject to other requirements. For 2009, one officer exceeded the Section 162(m) $1.0 million dollar limitation. We reviewed Mr. Struble’s compensation in light of his achievements and determined that these achievements, along with our compensation philosophy, should result in the compensation awarded in spite of the Section 162(m) limitation.

As a general matter, we always take into account the various tax and accounting implications of compensation vehicles employed by the Company. When determining amounts of Long-Term Incentive grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718 (formerly Statement of Financial Accounting Standard 123), grants of stock options, restricted stock, restricted stock units and other share-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For restricted stock and restricted stock units (our predominant instruments for executives), the cost is equal to the fair value of the stock on the date of grant times the number of shares or units granted. This expense is amortized over the requisite service period, or vesting period of the instruments.

Stock Ownership Guidelines

The executive officers of the Company own shares of the Company outright and in addition have the conditional right to receive deferred shares as shown below. These stock ownership ranges vastly exceed competitive guidelines and therefore, we feel there is no need for such guidelines.

As of the Record Date, stock ownership by officers was as follows:

Name	Common Stock (1)$	401(k) Shares (1)$	Unvested Restricted Stock (1)$	Vested Stock Options (2) $	Total Stock Ownership$	% of 2010 Base Salary
McAllister, Francis R.	5,352,715	402,110	10,669,121	0	16,423,946	2628%
Struble, Gregory R. (3)	0	14,502	3,353,503	0	3,368,005	991%
Wing, Gregory A.	852,345	0	1,943,466	0	2,795,811	964%
Stark, John R.	571,648	193,002	2,344,956	0	3,109,606	972%
Ackerman, Terrell I.	638,252	42,799	1,348,299	0	2,029,350	828%

(1) Values are based on the Record Date closing price of $13.08.
(2) Values are based on the Record Date closing price of $13.08 less the Grant Price value.

The Company also maintains a policy that prohibits executives from holding company securities in a margin account or pledging company securities as collateral for a loan. An exception exists if the executive requests prior approval from the Company to pledge securities as collateral for a loan (but not for margin accounts) and the executive can demonstrate the financial capacity to repay the loan without resort to the pledged securities. Currently, no officers have any securities pledged for such a loan as discussed above.

Timing and Pricing of Equity Grants

Stillwater Mining has adopted a policy on stock option grants that includes the following provisions relating to the timing of option grants:

·	Except for inducement grants for new executives, officers will not receive stock options.

·	The grant date for all inducement grants is the date an officer becomes an employee.

·	Stillwater Mining executives do not have any role in selecting the grant date.

·	The exercise price is the closing price of the underlying Common Stock on the grant date.

·	Stock option awards are promptly announced on a Form 4.

We have utilized a 90-day closing price stock averaging formula in determining annual equity grants of restricted stock since 2005. The ending date of the 90-day average is the date of Compensation Committee approval, which is also the effective date of the grant. We feel this type of formula presents a fairer representation of stock price performance.

The Company did not grant any stock options or stock appreciation rights to its Chief Executive Officer or other executive officers during 2009. Prior to 2004, stock options were granted to officers on the date of committee and board approval and at market closing prices.

Consideration of Prior Amounts Realized

In accordance with the Company's philosophy of rewarding executives for future superior performance, prior stock compensation gains are not considered in setting future compensation levels.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Stillwater Mining Company has reviewed and discussed with the Company's management the section entitled "Compensation Discussion and Analysis" to be included in the Company's 2009 Annual Meeting Proxy Statement. Based on the review and discussion referred to above, the Committee has recommended to the Company's Board of Directors, and the Board of Directors has approved, such section to be included in the Proxy Statement.

Steven S. Lucas, Chairman

Craig L. Fuller

Patrick M. James

2009 SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to the Company's Chief Executive Officer, Chief Financial Officer, and the Company’s three other most highly compensated executive officers for 2009 (the “named executive officers”).

SUMMARY COMPENSATION TABLE
Name and Principal Position			Year		Salary (1) (2) ($)		Bonus (3) ($)		Stock Awards (4) ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (5) ($)	Total ($)
Francis R. McAllister			2009		625,000		71,250		1,015,920			641,250	45,899	2,399,319
Chairman and Chief			2008		625,000				2,686,337				46,271	3,357,608
Executive Officer			2007		600,000				3,197,006				85,811	3,882,817
Gregory R. Struble (6)			2009		340,000		33,320		382,500			299,880	21,769	1,077,469
Executive Vice President and			2008		312,917				224,999				243,410	781,326
Chief Operating Officer
Gregory A. Wing			2009		290,000		18,863		183,600			169,767	9,157	671,387
Vice President and Chief			2008		290,000				619,308				8,023	917,331
Financial Officer			2007		275,000				506,417				7,519	788,936
John R. Stark			2009		320,000		20,800		229,500			187,200	26,432	783,932
Vice President, Human Resources			2008		320,000				723,851				26,779	1,070,630
Secretary and Corporate Counsel			2007		300,000				568,434				36,189	904,623
Terrell I. Ackerman			2009		245,000		15,925		153,000			143,325	25,260	582,510
Vice President,			2008		245,000				369,972				22,243	637,215
GM East Boulder Operations			2007		230,000				303,163				28,858	562,021


(1)	Amounts include non-qualified plan deferrals of $115,000, $125,000 and 125,000 for Francis R. McAllister, $28,470, $19,200 and $19,200 for John R. Stark, and $14,960, $0 and $0 for Terrell I. Ackerman for 2007, 2008 and 2009 respectively.

(2)	Amounts include December deferrals not transferred until January of the following year of $5,000, $5,208 and $5,208 for Francis R. McAllister, and $750, $800 and $800 for John R. Stark for 2007, 2008 and 2009 respectively.

(3)	These reflect amounts payable pursuant to our annual incentive plan. The 10% discretionary portion is reflected in the "Bonus" column, while the amounts reflected in the "Non-Equity Incentive Plan Compensation" column are pursuant to the formula based portion.

(4)	Value is based on the grant date fair value in accordance with FASB ASC Topic 718 for RSUs issued in 2007, 2008 and 2009 for Francis R. McAllister, Gregory R. Struble, Gregory A. Wing, John R. Stark and Terrell I. Ackerman. Assumptions are detailed in the 10Q's filed for 2007, 2008 and 2009.

(5)	Amounts included are detailed in the table below:

				Excess Life		401k Match		409A Match		Vehicle		Total
		Francis R. McAllister		3,810		14,700		22,800		4,589		45,899
		Gregory R. Struble		1,739		14,700		-		5,330		21,769
		Gregory A. Wing		4,198		-		-		4,960		9,157
		John R. Stark		3,044		14,700		4,500		4,188		26,432
		Terrell I. Ackerman		2,270		14,700				8,290		25,260

(6)	Gregory R. Struble was appointed the Company's Executive Vice-President and Chief Operating Officer on February 4, 2008.

2009 GRANTS OF PLAN BASED AWARDS

The following table sets forth the grants of awards under the Company's 2004 Equity Incentive Plan to the Company's Chief Executive Officer and other named executive officers in 2009.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock or Units (2)	Grant Date Fair Value of Stock and Option Awards
Name		Grant Date	Threshold	Target	Maximum		Grant Date Fair Value of Stock and Option Awards
			($)	($)	($)	(#)
Francis R. McAllister		3/14/2009	218,750	437,500	875,000	1,015,920	1,015,920
Gregory R. Struble		3/14/2009	102,000	204,000	408,000	382,500	382,500
Gregory A. Wing		3/14/2009	58,000	116,000	232,000	183,600	183,600
John R. Stark		3/14/2009	64,000	128,000	256,000	229,500	229,500
Terrell I. Ackerman		3/14/2009	49,000	98,000	196,000	153,000	153,000

(1)	Reflects possible range of payouts under the Annual Incentive Plan.

(2)	Amounts are based on the closing price on March 14, 2009 of $3.06 .

2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

No options were exercised by the Company's Chief Executive Officer or the other named executive officers in 2009. The following table sets forth information with respect to the Company's Chief Executive Officer and other named executive officers concerning the number and value of unexercised options and unvested restricted stock held as of December 31, 2009. The Company has not granted any stock appreciation rights.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name		Option Awards				Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (1) (#)	Market Value of Shares or Units of Stock That Have Not Vested (2) (#)
(a)		(b)	(c)	(e)	(f)	(g)	(h)
Francis R. McAllister		10,000			1/9/2011
		75,000			2/12/2011
		156,250			1/2/2012
						218,524	2,071,608
						146,235	1,386,308
						332,000	3,147,360
Gregory R. Struble						16,741	158,705
						125,000	1,185,000
Gregory A. Wing		30,000			3/22/2014
						34,615	328,150
						33,713	319,599
						60,000	568,800
John R. Stark		10,000			1/11/2011
		28,333			1/2/2012
						38,854	368,336
						39,404	373,550
						75,000	711,000
Terrell I. Ackerman		8,000			1/11/2011
		10,563			1/2/2012
						20,722	196,445
						20,140	190,927
						50,000	474,000


(1)	Amounts include Restricted Stock Awards of 218,524, 146,235 and 332,000 for Francis R. McAllister; 34,615, 33,713 and 60,000 for Gregory A. Wing; 38,854, 39,404 and 75,000 for John R. Stark; and 20,722, 20,140 and 50,000 for Terrell I. Ackerman vesting on February 22, 2010, March 6, 2011 and March 14, 2012 respectively; and 16,741 and 125,000 for Gregory R. Struble vesting on February 4, 2011 and March 14,2012.
(2)	Fair Value is based on the December 31, 2009 closing price of $9.48.

Name	2009 OPTION EXERCISES AND STOCK VESTED
	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
(a)	(b)	(c)	(d)	(e)
Francis R. McAllister	0	0	167,634	744,295
Gregory R. Struble	0	0	0	0
Gregory A. Wing	0	0	23,812	105,725
John R. Stark	0	0	27,736	123,148
Terrell I. Ackerman	0	0	12,001	53,284

PENSION BENEFITS

We do not sponsor or maintain a defined benefit pension plan for the benefit of the named executive officers.

2009 NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth the non-qualified deferred compensation paid to the named executive officers in 2009.

NONQUALIFIED DEFERRED COMPENSATION
Name		Executive Contributions in Last FY (1) ($)	Registrant Contributions in Last FY (2) ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
(a)		(b)	(c)	(d)	(e)	(f)
Francis R. McAllister		125,000	22,800	152,053	0	608,152
Gregory R. Struble		0	0	0	0	0
Gregory A. Wing		0	0	0	0	0
John R. Stark		19,200	4,500	19,606	0	122,401
Terrell I. Ackerman		0	0	7,096	0	26,423

(1)	Amounts have been previously reported in the "Salary" column of the Summary Compensation Table.

(2)	Amounts have been previously reported in the "All Other Compensation" column of the Summary Compensation Table.

In February 2006, Stillwater Mining Company adopted the 409A Nonqualified Deferred Compensation Plan, providing each executive officer an opportunity to make pre-tax deferrals to the plan of up to 60% of their base salary, up to 100% of their cash bonus, and up to 100% of any restricted stock unit awards granted. Deferral elections are irrevocable and effective for a full plan year. In addition, the Company will credit the executive officer with “matching” contributions of up to 6% of their compensation, offset by any match the officer has received from the Company and contributed to the qualified 401(k) plan on the executive officer’s behalf. The executive officer’s deferrals are always 100% vested, while the Company’s matching contributions are 100% vested after three (3) years of service. Accounts are credited with earnings or losses equal to certain investment options available through the plan. Contributions may be, as selected by the officer, allocated to certain accounts and distributed upon:

· Retirement

· In-Service account date

· Separation from service (other than retirement, disability or death)

· Disability or death

· An unforeseeable emergency

· A change-in-control of the Company

The executive officer must elect the distribution method, either lump sum or annual installments, for each account (Retirement and In-Service accounts) at the time the account is first established. All other distributions are made in a lump-sum payment, and changes to the time and form of a payout election may only be made by making a re-deferral election pursuant to Internal Revenue Code 409A (IRC 409A).

This plan is intended to comply with IRC 409A and as such, all executive officer and company contributions remain assets of the Company and subject to creditors, until such time distribution is made to the executive officer.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following tables quantify benefits to which each officer would be entitled under certain termination or change in control (“CIC”) events in each case, if the termination or CIC event occurred on December 31, 2009.

Francis R. McAllister

Executive Benefits and Payments Upon Termination	Voluntary Termination	For Cause Termination	Early Retirement	Normal Retirement	Disability	Death	CIC (no termination)	Termination without Cause or with Good Reason Prior to CIC or more than 24 months after CIC, or Non-Renewal	Involuntary or Good Reason Termination upon or within 24 months after CIC

Severance Payments
Base Salary	0	0	0	0	0	154,110	0	1,250,000	1,875,000
Short-Term Incentive	0	0	0	0	0	0	0	875,000	1,312,500
Pro-Rata Bonus (1)	0	0	0	0	0	0	0	0	0

Value of Unvested Equity Awards and Accelerated
Options	0	0	0	0	0	0	0	0	0
Restricted Stock Units (2)	0	0	0	0	6,605,275	6,605,275	6,605,275	6,605,275	6,605,275
Performance Shares	0	0	0	0	0	0	0	0	0

Value of Perquisites and Benefits
Accrued Vacation	48,077	48,077	48,077	48,077	48,077	48,077	0	48,077	48,077
Health & Welfare Benefit Continuation	0	0	0	0		0	0	22,344	33,516
Payout of 401(k) Balance (3)	282,366	282,366	282,366	282,366	282,366	282,366	0	282,366	282,366
Payout of 409A Balance (3)	601,381	601,381	601,381	601,381	601,381	601,381	0	601,381	601,381
Death Benefit	0	0	0	0	0	350,000	0	0	0

280G Impact
Gross-Up	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	931,824	931,824	931,824	931,824	7,537,099	8,041,209	6,605,275	9,684,443	10,758,115


(1) Assumes executive was terminated on December 31, 2009, and was fully entitled to 2009 bonus which is reflected in the Summary Compensation Table.
(2) Value is based on the December 31, 2009, closing price of $9.48.
(3) Amounts include executive's contributions and Company match and are or have been disclosed previously in our current Summary Compensation Table as well as prior years Summary Compensation Tables.

Gregory R. Struble

Executive Benefits and Payments Upon Termination	Voluntary Termination	For Cause Termination	Early Retirement	Normal Retirement	Disability	Death	CIC (no termination)	Termination without Cause or with Good Reason Prior to CIC or more than 24 months after CIC, or Non-Renewal	Involuntary or Good Reason Termination upon or within 24 months after CIC

Severance Payments
Base Salary	0	0	0	0	0	83,836	0	340,000	680,000
Short-Term Incentive	0	0	0	0	0	0	0	204,000	408,000
Pro-Rata Bonus (1)	0	0	0	0	0	0	0	0	0

Value of Unvested Equity Awards and Accelerated
Options	0	0	0	0	0	0	0	0	0
Restricted Stock Units (2)	0	0	0	0	1,343,705	1,343,705	1,343,705	1,343,705	1,343,705
Performance Shares	0	0	0	0	0	0	0	0	0

Value of Perquisites and Benefits
Accrued Vacation	26,154	26,154	26,154	26,154	26,154	26,154	0	26,154	26,154
Health & Welfare Benefit Continuation	0	0	0	0		0	0	16,938	33,876
Payout of 401(k) Balance (3)	47,748	47,748	47,748	47,748	47,748	27,062	0	47,748	47,748
Payout of 409A Balance (3)	0	0	0	0	0	0	0	0	0
Death Benefit	0	0	0	0	0	350,000	0	0	0

280G Impact
Gross-Up	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	602,228
	73,902	73,902	73,902	73,902	1,417,607	1,830,756	1,343,705	1,978,545	3,147,711


(1) Assumes executive was terminated on December 31, 2009, and was fully entitled to 2009 bonus which is reflected in the Summary Compensation Table.
(2) Value is based on the December 31, 2009, closing price of $9.48.
(3) Amounts include executive's contributions and Company match and are or have been disclosed previously in our current Summary Compensation Table as well as prior years Summary Compensation Tables.

Gregory A. Wing

Executive Benefits and Payments Upon Termination	Voluntary Termination	For Cause Termination	Early Retirement	Normal Retirement	Disability	Death	CIC (no termination)	Termination without Cause or with Good Reason Prior to CIC or more than 24 months after CIC, or Non-Renewal	Involuntary or Good Reason Termination upon or within 24 months after CIC

Severance Payments
Base Salary	0	0	0	0	0	71,507	0	290,000	435,000
Short-Term Incentive	0	0	0	0	0	0	0	116,000	174,000
Pro-Rata Bonus (1)	0	0	0	0	0	0	0	0	0

Value of Unvested Equity Awards and Accelerated
Options	0	0	0	0	0	0	0	0	0
Restricted Stock Units (2)	0	0	0	0	1,216,549	1,216,549	1,216,549	1,216,549	1,216,549
Performance Shares	0	0	0	0	0	0	0	0	0

Value of Perquisites and Benefits
Accrued Vacation	22,308	22,308	22,308	22,308	22,308	22,308	0	22,308	22,308
Health & Welfare Benefit Continuation	0	0	0	0	0	0	0	13,458	20,187
Payout of 401(k) Balance (3)	0	0	0	0	0	0	0	0	0
Payout of 409A Balance (3)	0	0	0	0	0	0	0	0	0
Death Benefit	0	0	0	0	0	350,000	0	0	0

280G Impact
Gross-Up	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	22,308	22,308	22,308	22,308	1,238,857	1,660,364	1,216,549	1,658,315	1,868,044


(1) Assumes executive was terminated on December 31, 2009, and was fully entitled to 2009 bonus which is reflected in the Summary Compensation Table.
(2) Value is based on the December 31, 2009, closing price of $9.48.
(3) Amounts include executive's contributions and Company match and are or have been disclosed previously in our current Summary Compensation Table as well as prior years Summary Compensation Tables.

John R. Stark

Executive Benefits and Payments Upon Termination	Voluntary Termination	For Cause Termination	Early Retirement	Normal Retirement	Disability	Death	CIC (no termination)	Termination without Cause or with Good Reason Prior to CIC or more than 24 months after CIC, or Non-Renewal	Involuntary or Good Reason Termination upon or within 24 months after CIC

Severance Payments
Base Salary	0	0	0	0	0	78,904	0	320,000	480,000
Short-Term Incentive	0	0	0	0	0	0	0	128,000	192,000
Pro-Rata Bonus (1)	0	0	0	0	0	0	0	0	0

Value of Unvested Equity Awards and Accelerated
Options	0	0	0	0	0	0	0	0	0
Restricted Stock Units (2)	0	0	0	0	1,452,886	1,452,886	1,452,886	1,452,886	1,452,886
Performance Shares	0	0	0	0	0	0	0	0	0

Value of Perquisites and Benefits
Accrued Vacation	24,615	24,615	24,615	24,615	24,615	24,615	0	24,615	24,615
Health & Welfare Benefit Continuation	0	0	0	0		0	0	0	20,187
Payout of 401(k) Balance (3)	292,268	292,268	292,268	292,268	292,268	292,268	292,268	292,268	292,268
Payout of 409A Balance (3)	120,801	120,801	120,801	120,801	120,801	120,801	120,801	120,801	120,801
Death Benefit	0	0	0	0	0	350,000	0	0	0

280G Impact
Gross-Up	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	437,684	437,684	437,684	437,684	1,890,570	2,319,474	1,865,955	2,338,570	2,582,756


(1) Assumes executive was terminated on December 31, 2009, and was fully entitled to 2009 bonus which is reflected in the Summary Compensation Table.
(2) Value is based on the December 31, 2009, closing price of $9.48.
(3) Amounts include executive's contributions and Company match and are or have been disclosed previously in our current Summary Compensation Table as well as prior years Summary Compensation Tables.

Terrell I. Ackerman

Executive Benefits and Payments Upon Termination	Voluntary Termination	For Cause Termination	Early Retirement	Normal Retirement	Disability	Death	CIC (no termination)	Termination without Cause or with Good Reason Prior to CIC or more than 24 months after CIC, or Non-Renewal	Involuntary or Good Reason Termination upon or within 24 months after CIC

Severance Payments
Base Salary	0	0	0	0	0	60,411	0	245,000	367,500
Short-Term Incentive	0	0	0	0	0	0	0	98,000	147,000
Pro-Rata Bonus (1)	0	0	0	0	0	0	0	0	0

Value of Unvested Equity Awards and Accelerated
Options	0	0	0	0	0	0	0	0	0
Restricted Stock Units (2)	0	0	0	0	861,372	861,372	861,372	861,372	861,372
Performance Shares	0	0	0	0	0	0	0	0	0

Value of Perquisites and Benefits
Accrued Vacation	18,846	18,846	18,846	18,846	18,846	18,846	0	18,846	18,846
Health & Welfare Benefit Continuation	0	0	0	0	0	0	0	0	25,398
Payout of 401(k) Balance (3)	304,264	304,264	304,264	304,264	304,264	304,264	0	304,264	304,264
Payout of 409A Balance (3)	26,423	26,423	26,423	26,423	26,423	26,423	26,423	26,423	26,423
Death Benefit	0	0	0	0	0	350,000	0	0	0

280G Impact
Gross-Up	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	349,533	349,533	349,533	349,533	1,210,904	1,621,315	887,795	1,553,904	1,750,802


(1) Assumes executive was terminated on December 31, 2009, and was fully entitled to 2009 bonus which is reflected in the Summary Compensation Table.
(2) Value is based on the December 31, 2009, closing price of $9.48.
(3) Amounts include executive's contributions and Company match and are or have been disclosed previously in our current Summary Compensation Table as well as prior years Summary Compensation Tables.

EXECUTIVE COMPENSATION, OTHER COMPENSATION AND POTENTIAL PAYMENTS INFORMATION

Employment Agreements

The Company has employment agreements with Francis R. McAllister, Gregory R. Struble, Gregory A. Wing, John R. Stark, and Terrell I. Ackerman.

Francis R. McAllister. The Company entered into an employment agreement with Francis R. McAllister which became effective on February 12, 2001, and was amended on July 17, 2001. The agreement had an initial term ending February 11, 2004, which term is continued for subsequent one-year periods unless terminated, provided that following a change of control, the term will continue for no less than 24 additional months. It is terminable by the Company or Mr. McAllister at any time upon written notice. Mr. McAllister's agreement provides for, among other things:

*	an annual base salary of $500,000, which was increased to 550,000 on January 1, 2005, increased to $580, 000 on January 1, 2006, increased to $600,000 on January 1, 2007, increased to $625,000 on January 1, 2008, and increased to $650,000on January 1, 2010; and

*	a performance based cash bonus to be determined by the Board, with a target of 50% of base salary, a maximum of which is 100% of base salary which was increased on April 27, 2007, to 70% of base salary, with a maximum of 140% of base salary and with no guaranteed minimum payment.

If Mr. McAllister is terminated by the Company without cause (as defined below) or if he resigns voluntarily for good reason (as defined below), at any time other than within two years following a change of control (as defined below), he is entitled upon signing a release of claims against the Company, to the following:

*	a pro rata portion of the target bonus for the year in which his termination occurs;

*	an amount equal to two times the sum of his annual base salary and target annual bonus, each as in effect as of the date of his termination, which amount will be paid in equal installments over 24 months from the date of termination;

*	continued participation in the Company's employee benefit plans and policies for a period of 24 months or until he receives similar coverage from a subsequent employer; and

*	accelerated vesting of any unvested restricted stock.

If the Company terminates Mr. McAllister’s employment without cause or if he resigns voluntarily for good reason, within two years following a change of control, then in lieu of the payments and benefits described above, Mr. McAllister will be entitled to the following:

*	a lump sum cash payment in an amount equal to three times his annual base salary and three times the higher of (x) his target bonus or (y) his annual bonus paid for the most recent calendar year;

*	continued participation in the Company's benefit plans and policies for a period of three years or less if he receives similar benefits from subsequent employment; and

*	accelerated vesting of any unvested restricted stock.

Mr. McAllister will be entitled to receive a tax gross-up payment to fully offset the effect of any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), if his after-tax benefit (assuming he received such payment) is at least $20,000 greater than the after-tax benefit he would have received if he did not receive the tax gross-up payment. The employment agreement also contains a customary non-disclosure covenant, a one-year covenant not to compete and not to solicit employees of the Company, an agreement by the Company to indemnify Mr. McAllister, as permitted by law, against any claim resulting from the performance of his duties as an officer or director of the Company, and an agreement by the Company to use commercially reasonable efforts to obtain and maintain customary directors' and officers' liability insurance covering Mr. McAllister.

Gregory R. Struble. Gregory R. Struble's employment agreement became effective on February 4, 2008 and had an initial term ending on February 3, 2010. The agreement is to be continued from year to year unless altered or terminated. The agreement provides for:

*	an initial base salary of $325,000, which was increased on March 14, 2008 to $340,000; and increased to $375,000 on January 1, 2010; and

*	a performance based cash bonus to be determined by the Board, with a target 60% of base salary, with a maximum of 120% of base salary and with no guaranteed minimum payment.

If the Company terminates Mr. Struble’s employment without cause (as defined below) or if he resigns voluntarily for good reason (as defined below), at any time other than within two years following a change of control (as defined below), Mr. Struble will be entitled to:

*	a pro rata portion of his target bonus for the year of his termination;

*	an amount equal to his annual base salary, as in effect as of the date of his termination, which amount will be paid in equal semi-monthly installments over 12 months from the date of termination;

*	continued participation in the Company's employee benefit plans and policies for a period of 12 months, until he receives similar coverage from a subsequent employer; and

*	accelerated vesting of any unvested restricted stock.

If the Company terminates Mr. Struble without cause or if he resigns voluntarily for good reason within two years following a change of control, then in lieu of the payments and benefits described above, Mr. Struble will be entitled to the following:

*	a pro rata portion of his target bonus for the year of his termination;

*	a lump sum cash payment in an amount equal to two times the sum of his annual base salary and two times the higher of (x) his target bonus or (y) his annual bonus paid for the most recent calendar year;

*	continued participation in the Company's employee benefit plans and policies for a period of 24 months, until he receives similar benefits from a subsequent employer; and

*	accelerated vesting of any unvested restricted stock.

Mr. Struble will be entitled to receive a tax gross-up payment to fully offset the effect of any excise tax imposed under Section 4999 of the Code, if his after-tax benefit (assuming he received such payment) is at least $20,000 greater than the after-tax benefit he would have received if he did not receive the tax gross-up payment. The employment agreement also contains a customary non-disclosure covenant, a one-year covenant not to compete and not to solicit employees of the Company, an agreement by the Company to indemnify Mr. Struble, as permitted by law, against any claim resulting from the performance of his duties as an officer of the Company, and an agreement by the Company to use commercially reasonable efforts to obtain and maintain customary directors' and officers' liability insurance covering Mr. Struble.

Gregory A. Wing. Gregory A. Wing's employment agreement became effective on March 22, 2004 and had an initial term ending on March 21, 2005. The agreement is to be continued from year to year unless altered or terminated; provided that, following a change of control (as defined below), the term will continue for no less than 24 additional months. The agreement provides for:

*	an initial base salary of $250,000 which was increased on January 1, 2005, to $262,500 on January 1, 2006, to $275,000 on January 1, 2007, increased to $290,000 on January 1, 2008, and increased to $302,000 on January 1, 2010; and

*	a performance based cash bonus to be determined by the Board, with a target of 30% of base salary and a cap of 60% of base salary, which was increased on April 27, 2007, to 40% of base salary, with a maximum of 80% of base salary and with no guaranteed minimum payment.

If the Company terminates Mr. Wing's employment without cause (as defined below) or if he resigns voluntarily for good reason (as defined below), at any time other than within two years following a change of control, Mr. Wing will be entitled to:

*	a pro rata portion of his target bonus for the year of his termination;

*	an amount equal to his annual base salary, as in effect as of the date of his termination, which amount will be paid in equal semi-monthly installments over 12 months from the date of termination;

*	continued participation in the Company's employee benefit plans and policies for a period of 12 months, until he receives similar coverage from a subsequent employer; and

*	accelerated vesting of any unvested stock options and restricted stock.

If the Company terminates Mr. Wing's employment without cause, or if Mr. Wing resigns voluntarily for good reason, within two years of the change of control, Mr. Wing will be entitled to:

*	a pro rata portion of his target bonus for the year of his termination;

*	a lump sum cash payment in an amount equal to 1.5 times the sum of his annual base salary and 1.5 times the higher of (x) his target bonus or (y) his annual bonus paid for the most recent calendar year;

*	continued participation in the Company's employee benefit plans and policies for a period of 18 months, until he receives similar benefits from a subsequent employer; and

*	accelerated vesting of stock options and restricted stock, with the options remaining exercisable for a period of ten years from the grant date.

Mr. Wing will be entitled to receive a tax gross-up payment to fully offset the effect of any excise tax imposed under Section 4999 of the Code if his after-tax benefit (assuming he received such payment) is at least $20,000 greater than the after-tax benefit he would have received if he did not receive the tax gross-up payment. The employment agreement also contains a customary non-disclosure covenant and a one-year covenant not to compete.

John R. Stark. John R. Stark's employment agreement became effective on July 17, 2001 and had an initial term ending on December 31, 2001. An Addendum to Employment Agreement was made November 18, 2002, increasing his base salary from $170,000 to $220,000. The agreement is to be continued from year to year unless altered or terminated; provided that, following a change of control (as defined in the agreement), the term will continue for no less than 24 additional months. The agreement provides for:

*	an initial base salary of $240, which was increased to $260,000 on January 1, 2005, increased to $275,000 on January 1, 2006, increased to $300,000 on January 1, 2007, increased to $320,000 on January 1, 2008, and increased to $333,000 on January 1, 2010; and

*	a performance based cash bonus to be determined by the Board, with a target of 30% of base salary and a cap of 60% of base salary, which was increased on April 27, 2007, to 40% of base salary, with a maximum of 80% of base salary and with no guaranteed minimum payment.

If the Company terminates Mr. Stark's employment without cause (as defined below) or if he resigns voluntarily for good reason (as defined below), at any time other than within two years following a change of control, Mr. Stark will be entitled to an amount equal to the sum of his annual base salary and target annual bonus, each as in effect as of the date of his termination, which amount will be paid in equal installments over 12 months from the date of termination. In addition, any unvested restricted stock would immediately vest.

If the Company terminates Mr. Stark's employment without cause, or if Mr. Stark resigns voluntarily for good reason, within two years of a change of control, Mr. Stark will be entitled to:

a lump sum payment equal to 1.5 times the sum of (x) his annual base salary at the rate in effect immediately prior to the change of control or on the date of termination, whichever is higher and (y) his target bonus in effect immediately prior to the change of control or on the termination date, whichever is higher;

*	continued participation in the Company's employee benefit plans and policies for a period of 18 months or until he receives similar coverage for subsequent employment; and

*	accelerated vesting of any unvested restricted stock.

Mr. Stark will be entitled to receive a tax gross-up payment to fully offset the effect of any excise tax imposed under Section 4999 of the Code if his after-tax benefit (assuming he received such payment) is at least $20,000 greater than the after-tax benefit he would have received if he did not receive the tax gross-up payment. The employment agreement also contains a customary non-disclosure covenant and a one-year covenant not to compete.

Terrell I. Ackerman. Terrell I. Ackerman's agreement became effective on May 8, 2002 and had an initial term ending on December 31, 2002. The term is to be continued from year to year unless altered or terminated; provided that, following a change of control, the terms will continue for no less than 24 additional months. The agreement entitles Mr. Ackerman to receive:

*	an initial base salary of $190,000 which was increased to $210,000 on January 1, 2005, to $220,000 on January 1, 2006, to $230,000 on January 1, 2007, to $245,000 on January 1, 2008, and increased to $255,000on January 1, 2010; and

*	a performance based cash bonus to be determined by the Board, with a target of 30% of base salary and a cap of 60% of base salary, which was increased on April 27, 2007, to 40% of base salary, with a maximum of 80% of base salary and with no guaranteed minimum payment.

If the Company terminates Mr. Ackerman's employment without cause or if Mr. Ackerman resigns voluntarily for good reason, at any time other than within two years following a change of control, Mr. Ackerman is entitled to an amount equal to the sum of his annual base salary and target annual bonus, each as in effect as of the date of his termination. This amount will be paid in equal installments over 12 months from the date of termination. In addition, any unvested restricted stock would immediately vest.

If the Company terminates Mr. Ackerman's employment without cause, or if Mr. Ackerman resigns for good reason, within two years of a change of control, he will be entitled to:

a lump sum payment equal to 1.5 times the sum of (x) his annual base salary at a rate in effect immediately prior to the change of control or on the date of termination, whichever is higher, plus (y) his target bonus in effect immediately prior to the change of control or on the termination date, whichever is higher;

*	continued participation in the Company's employee benefit plans and policies for a period of 18 months or until he receives similar coverage from a subsequent employer; and

*	accelerated vesting of any unvested restricted stock.

Mr. Ackerman will be entitled to receive a tax gross-up payment to fully offset the effect of any excise tax imposed under Section 4999 of the Code if his after-tax benefit (assuming he received such payment) is at least $20,000 greater than the after-tax benefit he would have received if he did not receive the tax gross-up payment. The agreement also contains a customary non-disclosure covenant and a one-year covenant not to compete.

Definitions of Terms affecting Potential Payment Upon Termination or Change in Control. The following are definitions contained in the officers’ employment contracts:

Key Definitions
Good Reason	Substantial and material reduction in the nature or status of position, duties or responsibilities (including failure to report directly to Chairman/CEO); Decrease in base salary or target bonus percentage (other than across the board percentage reduction); Material breach by the Company regarding any payment or obligation due officer which remains uncured after ten (10) business days notice; Material reduction in aggregate benefits under the Company’s benefit plans (other than across the board reduction); Failure to secure successor’s express assumption of agreement; Discontinuance of the Company’s business; and Relocation out of Montana.
Change in Control	Any person acquires 30% or more of issued and outstanding voting equity; Director composition change of 50% or more (unapproved by 2/3’s of “incumbent directors”); Merger, consolidation, sale of all or substantially all assets or other transaction approved by stockholders unless (i) 55% or more continuing ownership, or (ii) a recapitalization in which no person owns 30% or more of combined voting power; or Upon stockholder approved plan of dissolution or sale of all or substantially all company’s assets, unless 60% of combined voting power held by company’s stockholders in similar proportion as before sale; but in any case; and No change in control if stockholders retain proportionate ownership of post transaction business entity which owns assets.

Cause

Misfeasance or nonfeasance of duty by officer that intends to, or does, injure reputation of the Company or its business or relationships;

Conviction of, or plea of nolo contendre to, any felony or crime involving moral turpitude;

Prior to a change in control, willful and continued failure to substantially perform duties (except by reason of physical or mental incapacity) after notice and 15 days to cure;

Prior to a change in control, dishonesty by officer in performance of duties; and

Prior to a change in control, willful and material breach of restrictive covenants.

Disability

Physical or mental incapacity renders officer unable to perform duties for period of 180 consecutive days, and a determination regarding disability is made by health professional mutually acceptable to both parties.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive officers and persons who own 10% or more of a registered class of the Company's equity securities to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Based solely on its review of copies of the Section 16(a) reports and written representations the Company has received, the Company believes that since January 1, 2009, all of its directors, executive officers and 10% stockholders have timely filed all required reports.

POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS

It is the Company's policy to generally enter into or ratify related person transactions only when the Board of Directors, acting through the Corporate Governance Committee, determines that the related person transaction in question is in, or is not inconsistent with, the best interests of the Company and its stockholders, including but not limited to situations where the Company may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when the Company provides products or services to related persons (as defined below) on an arm’s length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally. Therefore, on March 28, 2007, the Board adopted a written Policy and Procedures With Respect to Related Party Transactions.

The policy provides that a "Related Person Transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. For purposes of the policy, a “Related Person” means: (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or Norilsk Nickel or a nominee to become a director of the Company or Norilsk Nickel; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company's voting securities; (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; or (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Prior to entering into the Related Person Transaction the Related Person who desires to engage in such transaction must notify the General Counsel of the material facts and circumstances of the proposed Related Person Transaction, including such party's relationship to the Company and interest in the transaction and the proposed aggregate value thereof. The General Counsel will assess whether the proposed transaction is a Related Person Transaction for purposes of the policy. If the General Counsel determines that the proposed transaction involves an amount in excess of $120,000 and is a Related Person Transaction, the proposed Related Person Transaction shall be submitted to the Audit Committee for consideration.

The Committee shall consider all of the relevant facts and circumstances available to the Committee including, but not limited to, the benefits to the Company; the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. No member of the Audit Committee shall participate in any review, consideration or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the Related Person. The Committee shall approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in good faith. The Committee or Chair, as applicable, shall convey the decision to the General Counsel, who shall convey the decision to the appropriate persons within the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Crowley Fleck, PLLP (f/k/a Crowley, Haughey, Hanson, Toole & Dietrich P.L.L.P), a law firm in which Joseph P. Mazurek, a former member of our Board, provided legal services to the Company from time to time and provided such services during 2009. The Honorable Donald W. Riegle, Jr., a former member of our Board, is the Chairman of Government Relations at APCO Worldwide, Inc., a public affairs communications company which provided services to Norilsk Nickel and the Company during 2009. Additionally, Craig L. Fuller, a member of our Board, was an Executive Vice President at APCO Worldwide, Inc. He remains a member of the APCO Worldwide International Advisory Council. Michael E. McGuire, Jr., a former member of our Board, is the managing partner of Triple Trunk Investment Management, which has provided in the past and currently provides investment management consulting services to certain affiliates of Norilsk Nickel.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal accounting controls. The Audit Committee, in their oversight role, has reviewed and discussed the audited financial statements with the Company’s management.

The Company has an Audit Committee comprised of three independent directors, each of whom meets the independence and qualification standards for audit committee membership of the New York Stock Exchange and the Company's corporate governance guidelines, as determined by the Board. The Audit Committee reviews the accounting principles and procedures of the Company and its annual financial reports and statements, recommends to the Board of Directors the engagement of the Company's independent registered accounting firm, reviews with the independent registered accounting firm the plans and results of the auditing engagement and considers the independence of the Company's independent registered accounting firm.

The main function of the Audit Committee is to ensure that effective accounting policies are implemented and that internal controls are put in place in order to deter fraud, anticipate financial risks and promote accurate, high quality and timely disclosure of financial and other material information to the public markets, the Board and the stockholders. The Audit Committee also reviews and recommends to the Board the approval of the annual financial statements and provides a forum, independent of management, where the Company's independent registered accounting firm can communicate any issues of concern.

The independent members of the Audit Committee believe that the present composition of the Committee accomplishes all of the necessary goals and functions of an audit committee as recommended by the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees and adopted by the U.S. stock exchanges and the Securities & Exchange Commission. The Audit Committee operates under a formal, written charter approved by the Board. The charter specifies the scope of the Audit Committee's responsibilities and how it should carry out those responsibilities. The charter is available on the Company’s website.

During 2009, the Audit Committee met seven (7) times. The Committee was advised, as contemplated by the Sarbanes-Oxley Act of 2002, of all critical accounting policies and practices of the Company. In performing its oversight function, the Committee reviewed with the Company's independent registered accounting firm such firm's judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed under the Audit Committee charter and generally accepted auditing standards, including Statement on Auditing Standards Nos. 61 and 90. In addition, the Committee has discussed with the independent registered accounting firm such firm's independence from management and the Company and received the written disclosures from the independent registered accounting firm required by the Independence Standards Board, Standard No. 1.

The Committee discussed with the Company's independent registered accounting firm the overall scope and plans for their audit. The Committee met with the independent registered accounting firm, with and without management present, to discuss the results of such firm's examination and evaluation of the Company's internal controls, and the overall quality of the Company's financial reporting.

The Company's management, the Audit Committee and the Board are fully committed to the review and evaluation of the Company’s procedures and policies designed to assure effective internal control over financial reporting. All steps and disclosures relating to this matter have been and will remain subject to the oversight of the Audit Committee.

In reliance on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Committee set forth in its charter, based on the review of the Company's financial statements, accounting system and its accounting policies and procedures and discussions with the Company's independent registered accounting firm for the fiscal year ended December 31, 2009, the Audit Committee recommended to the Board of Directors that the consolidated financial statements for the fiscal year ended December 31, 2009, be included in the Company's Annual Report on Form 10-K. The Audit Committee also approved the selection of the Company's independent registered accounting firm for the fiscal year ended December 31, 2009.

As set forth in the Audit Committee charter, one of the Committee's responsibilities is to benchmark, no less than every five years, the services provided by the Company's independent registered accounting firm alongside similarly qualified firms. During 2007, the Committee issued a request for proposal to each of the four largest public accounting firms. Three of these firms, including the incumbent, provided proposals for service which were reviewed, and after due deliberation, the Audit Committee concluded to recommend retaining the services of the incumbent firm, KPMG LLP.

Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that the audit of the Company's financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company's independent registered accounting firm is in fact "independent."


	Sheryl K. Pressler, Chairperson Steven S. Lucas Michael S. Parrett

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table includes information available to the Company as of March 24, 2010, concerning the beneficial ownership of Common Stock by: (i) stockholders known to the Company to beneficially own more than 5% of the Common Stock; (ii) each person that in the past fiscal year was a director or executive officer of the Company; and (iii) all directors and executive officers of the Company as a group. Unless otherwise indicated, all beneficial owners have sole voting and investment power over the shares held.

Name of Beneficial Owner				Total Amount	Percent of Class
MMC Norilsk Nickel			(1)	53,216,029	52.6%
Ackerman, Terrell I.			(2)	49,909	*
Fuller, Craig L.			(3)	30,730	*
James, Patrick M.			(4)	58,017	*
Lucas, Steven S.			(5)	24,910	*
Mazurek, Joseph P.			(6)	30,558	*
McAllister, Francis R.			(7)	681,221	*
Paliwal, Ajay			(8)	5,070	*
Parrett, Michael S.			(9)	6,957	*
Pressler, Sheryl K.			(10)	30,765	*
Riegle Jr., Donald W.			(11)	5,000	*
Sander, Mark V.			(12)	5,857	*
Schiavone, Michael			(13)	16,809	*
Stark, John R.			(14)	96,792	*
Struble, Gregory R.			(15)	1,109	*
Wing, Gregory A.			(16)	95,164	*
All directors and executive officers as a group				1,138,868	1.2%

		GRAND TOTAL		54,354,897

*		Indicates ownership of less than 1%

(1)	Information is partially based on the Schedule 13D/A filed by Norilsk Nickel with the SEC on September 4, 2003 by Norimet, NN Metal Holdings SA, Norilsk Holding SA, Norilsk Nickel, Vladimir O. Potanin and Mikhail D. Prokhorov. The shares set forth are held directly by Norimet. Each of such other persons and entities, through its ownership and/or control of Norimet, may be deemed to be the beneficial owner of the shares. Additionally, this amount includes up to 3,402,807 shares issuable upon conversion of $80 million aggregate principal amount of 1.875% Convertible Senior Notes due 2028. The address of Norilsk Nickel is Usadba Center, 22, Voznesensky per., Moscow, Russia 103009.
(2)	Includes 18,563 shares issuable upon exercise of vested options and 3,272 shares in his 401(k) Plan.
(3)	Includes 15,000 shares issuable upon exercise of vested options.
(4)	Includes 25,000 shares issuable upon exercise of vested options; 14,602 shares in his 409A plan and 9,304 shares held by a trust, of which Mr. James and his wife are trustees.
(5)	Includes 22,873 shares in his 409A plan.
(6)	Includes 20,000 shares issuable upon exercise of vested options.
(7)	Includes 241,250 shares issuable upon exercise of vested options and 30,742 shares in his 401(k) plan.
(8)	Ajay Paliwal was elected as a director of the Company on September 21, 2009.
(9)	Michael Parrett was elected as a director of the Company on May 7, 2009
(10)	Includes 10,000 shares issuable upon exercise of vested options and 3,380 shares in her 409A plan.
(11)	Includes 5,000 shares issuable upon exercise of vested options. Donald W. Riegle, Jr. resigned as a director of the Company on August 3, 2009.
(12)	Mark V. Sander was elected as a director of the Company on August 5, 2009.
(13)	Michael Schiavone was elected as a director of the Company on January 26, 2009.
(14)	Includes 38,333 shares issuable upon exercise of vested options and 14,755 shares in his 401(k) plan.
(15)	Includes 1,109 shares in his 401(k) plan.
(16)	Includes 30,000 shares issuable upon exercise of vested options.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Unless otherwise directed by the stockholders, shares represented by proxy at the meeting will be voted in favor of ratification of the appointment of KPMG LLP as the Company's independent registered accounting firm for the year ending December 31, 2009. A representative of KPMG LLP is expected to be present at the meeting and will be given an opportunity to make a statement if so desired and to respond to appropriate questions.

The ratification of the appointment of KPMG LLP is being submitted to the stockholders because the Board believes this to be a good corporate practice. Should the stockholders fail to ratify this appointment, the Board will review the matter.

The affirmative vote of a majority of shares present is required for approval of Proposal 2.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF PROPOSAL 2.

Audit and Non-Audit Fees. The following table presents fees for professional attestation services rendered by KPMG LLP for the audit of the Company's annual consolidated financial statements and reviews of the quarterly consolidated financial statements for the years ended December 31, 2008, and December 31, 2009, and all other fees billed for other professional services rendered by KPMG LLP.

	2008	2009
Audit Fees (1)	$833,923	$680,000
Audit-Related Fees	$47,880	$26,900
Tax Fees	$0	$0
All Other Fees	$0	$0

(1) Report on the consolidated financial statements of the Company as of and for the year ended December 31, 2009, including timely reviews of 2009 interim financial information - 3 quarters ($567,350). Reporting under International Financial Reporting Standards as of and for the year ended December 31, 2009, including quarterly review at June 30, 2009 ($112,650).

Audit related fees in 2009 principally consisted of fees related to research and review in connection with the partial convertible debt extinguishment, and consultations related to S-8 consent.

The Audit Committee of the Board considered all of the fees mentioned above and determined that such fees are compatible with maintaining KPMG LLP's independence. For more information on the Audit Committee's Audit and Non-Audit Services Pre-Approval Policy see "Committees -- Audit Committee" above.

The Company provides financial information to Norilsk Nickel to facilitate preparation of Norilsk Nickel's consolidated financial statements presented in accordance with international financial reporting standards. KPMG LLP has been engaged to report upon certain information provided by the Company to Norilsk Nickel. The Audit Committee has approved such services performed by KPMG LLP. Fees for such services are classified as audit fees.

STOCKHOLDER PROPOSALS

The rules of the SEC permit stockholders of a company to present proposals for stockholder action in the Company's proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for stockholder action and are not properly omitted by company action in accordance with the proxy rules. The Company's 2010 Annual Meeting of Stockholders is expected to be held on or about May 4, 2010, and proxy materials in connection with that meeting are expected to be mailed on or about April 8, 2010. Stockholder proposals prepared in accordance with the proxy rules must be received by the Company on or about December 4, 2009. The Stockholders Agreement and the Company's By-Laws also include procedures to be followed for stockholder proposals for stockholder action, including the nomination of directors.

ADDITIONAL INFORMATION

The Company may satisfy SEC rules regarding delivery of proxy statements and annual reports by delivering a single proxy statement and annual report to an address shared by two or more company stockholders. This delivery method is referred to as "householding" and can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company has delivered only one proxy statement and annual report to multiple stockholders who share an address, unless contrary instructions were received from impacted stockholders prior to the mailing date. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement and/or annual report, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered. If you hold stock as a registered stockholder and prefer to receive separate copies of a proxy statement or annual report either now or in the future, please send a written request to Stillwater Mining Company, P O Box 1330, 536 East Pike Avenue, Columbus, Montana 59019, Attention: Secretary. If your stock is held through a broker or bank and you prefer to receive separate copies of a proxy statement or annual report either now or in the future, please contact such broker or bank.

GENERAL

The Board knows of no matters other than the foregoing to be brought before the meeting. The enclosed proxy, however, gives discretionary authority in the event that any additional matters should be presented.

By Order of the Board,

John R. Stark

General Counsel & Corporate Secretary

STILLWATER MINING COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD FOR

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2010.

The undersigned hereby appoints Francis R. McAllister and John R. Stark as proxies with full power of substitution to vote all shares of stock of Stillwater Mining Company of record in the name of the undersigned at the close of business on March 24, 2010 at the Annual Meeting of Stockholders to be held on May 4, 2010 at 11:00 a.m.. (Mountain Daylight Time) at the Recycle Sampling Plant, 1891 First Avenue South, Columbus, Montana 59019 or at any postponements or adjournments, hereby revoking all former proxies.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 4, 2010.

The proxy statement, proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2009, are available on our website at www.stillwatermining.com in the Investor Relations section.

IMPORTANT - -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS 1 AND 2 IN ACCORDANCE WITH THE SPECIFICATION MADE AND "FOR" SUCH PROPOSALS IF THERE IS NO SPECIFICATION.

(Continued and to be voted on reverse side.)

Annual Meeting Proxy Card - Common

A. Election of Directors

1. The Board of Directors recommends a vote FOR the nine directors listed below to the Company's Board of Directors:

	For	Withhold		For	Withhold		For	Withhold
01–Craig L. Fuller		--	04-Michael S. Parrett	--	--	07-Michael Schiavone	--	--
02–Patrick M. James	--	--	05-Francis R. McAllister	--	--	08-Mark V. Sander	--	--
03–Steven S. Lucas	--	--	06-Sheryl K. Pressler	--	--	09-Ajay Paliwal

B. Issues

2. The Board of Directors recommends a vote FOR the following proposal:

	For	Against	Abstain
To ratify the appointment of KPMG LLP as the Company's independent registered accounting firm for 2010.

3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

C. Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed.

NOTE: PLEASE SIGN NAME(S), EXACTLY AS SHOWN ABOVE. WHEN SIGNING AS EXECUTOR, ADMINISTRATOR OR GUARDIAN, GIVE FULL TITLE AS SUCH. WHEN SHARES HAVE BEEN ISSUED IN THE NAMES OF TWO OR MORE PERSONS, ALL SHOULD SIGN.

Signature 1:

Signature 2:

Date (mm/dd/yy):

Stillwater Mining (SWC) Inactive DEF 14ADefinitive proxy