<PAGE>

                                                                    EXHIBIT 10.1

                                Table of Contents


<Table>
<Caption>
                                                                                                       Page
                                                                                                       ----


<S>               <C>                                                                                   <C>
Section  1.       Purchase and Sale of Stock.............................................................1

Section  2.       The Closing............................................................................1
         2.1.     The Closing............................................................................1
         2.2.     Conditions to Closing..................................................................1

Section  3.       Representations, Warranties and Covenants of the Company...............................2

         3.1.     Organization and Qualification.........................................................2
         3.2.     Authorization, Enforcement and Validity................................................3
         3.3.     Capitalization.........................................................................4
         3.4.     Issuance Of  Shares....................................................................4
         3.5.     No Conflicts...........................................................................4
         3.6.     SEC Documents; Financial Statements....................................................5
         3.7.     Absence Of Certain Changes.............................................................5
         3.8.     Absence Of Litigation..................................................................5
         3.9.     Disclosure.............................................................................6
         3.10.    Brokers or Finders.....................................................................6
         3.11.    Use of Proceeds........................................................................6
         3.12.    Lock-Up................................................................................6
         3.13.    Employees..............................................................................6
         3.14.    Solicitation; Other Issuances of Securities............................................7
         3.15.    NYSE Compliance........................................................................7
         3.16.    Investment Company.....................................................................7
         3.17.    Acknowledgement........................................................................7

Section  4.       Representations, Warranties And Covenants Of Each Purchaser............................8

         4.1.     Organization...........................................................................8
         4.2.     Authorization, Enforcement, and Validity...............................................8
         4.3.     Consents and Approvals;  No Violation..................................................8
         4.4.     Availability of Funds..................................................................9
         4.5.     Investment Experience..................................................................9
         4.6.     Investment Intent And Limitation On Dispositions.......................................9
         4.7.     Information And Risk...................................................................9
         4.8.     Disclosures to the Company............................................................10

</Table>

<PAGE>

<Table>
<S>              <C>                                                                                   <C>
        4.9.     Nature of Purchasers..................................................................10
        4.10.    Ownership.............................................................................10
        4.11.    Brokers or Finders....................................................................10
        4.12.    Acknowledgement.......................................................................10

Section 5.       Survival of Representations and Warranties............................................11

Section 6.       Registration of the Shares; Compliance with the Securities Act........................11

        6.1.     Registration Procedures And Expenses..................................................11
        6.2.     Restrictions on Transferability.......................................................14
        6.3.     Termination Of Conditions And Obligations.............................................15

Section 7.       Legends...............................................................................15

Section 8.       Indemnification.......................................................................16

Section 9.       Notices...............................................................................19

Section 10.      Miscellaneous.........................................................................20

        10.1.    Amendments............................................................................20
        10.2.    Headings..............................................................................20
        10.3.    Severability..........................................................................20
        10.4.    Governing Law And Forum...............................................................20
        10.5.    Counterparts..........................................................................21
        10.6.    Entire Agreement......................................................................21
        10.7.    Independent Nature Of Purchasers' Obligations And Rights..............................21
        10.8.    Expenses..............................................................................21
</Table>

<PAGE>



                            STOCK PURCHASE AGREEMENT


                  THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
the 30th day of January 2002 by and among Stillwater Mining Company (the
"Company"), a Delaware corporation, with its principal offices at 536 East Pike
Avenue, Columbus, Montana 59019, and the entities listed on Exhibit A (each, a
"Purchaser").

                  IN CONSIDERATION of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchasers
hereby agree as follows:

Section 1. Purchase and Sale of Stock.

                  Subject to the terms and conditions of this Agreement, on the
Closing Date (as defined herein), each Purchaser agrees to purchase severally
and not jointly and the Company agrees to issue and sell to such Purchaser
severally and not jointly that number of whole shares of the Company's common
stock, $0.01 par value, (the "Common Stock") set forth opposite such Purchaser's
name on Exhibit A (the "Shares"), at a purchase price that is equal to $14.00
per Share.

Section 2. The Closing.

                  2.1. The Closing. (a) The purchase and sale of the Shares upon
the terms and conditions hereof will take place at a closing (the "Closing") to
be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, New York, New York 10036, on the date hereof at such time as shall be
agreed upon by the Company and the Purchasers (the "Closing Date").

                  (b) The Company shall provide wire transfer instructions for
the payment of the Purchase Price prior to the Closing.

                  (c) At the Closing, the Company and each Purchaser shall
satisfy all of the conditions set forth in Sections 2.2(b) and (a),
respectively.

                  2.2. Conditions to Closing.

                  (a) The Company's obligation to complete the purchase and sale
of the Shares and deliver such stock certificate(s) to each Purchaser is subject
to:

                           (i) receipt by the Company of immediately available
         funds in the full amount of the purchase price for the Shares being
         purchased hereunder as set forth opposite such Purchaser's name on
         Exhibit A (the

<PAGE>


         "Purchase Price"), in accordance with the wire transfer instructions
         delivered by the Company pursuant to Section 2.1(b); and

                           (ii) the accuracy in all material respects of the
         representations and warranties made by such Purchaser in Section 4
         below as of the Closing Date and the fulfillment in all material
         respects of those undertakings of such Purchaser in this Agreement to
         be fulfilled on or prior to the Closing Date.

                  (b) Each Purchaser's obligation to complete the purchase and
sale of the Shares is subject to:

                           (i) the accuracy in all material respects of the
         representations and warranties made by the Company in Section 3 below
         as of the Closing Date and the fulfillment in all material respects of
         those undertakings of the Company in this Agreement to be fulfilled on
         or prior to the Closing Date;

                           (ii) delivery by the Company to such Purchaser of an
         opinion, dated as of the Closing Date, from Skadden, Arps, Slate,
         Meagher & Flom LLP, counsel to the Company, in the form attached as
         Exhibit B hereto;

                           (iii) the Company's delivery to its transfer agent of
         irrevocable instructions to issue to such Purchaser or in such nominee
         name(s) as designated by such Purchaser in writing a such number of
         Shares set forth opposite such Purchaser's name on Exhibit A or, if
         requested by the Purchaser, one or more certificates representing such
         Shares; and

                           (iv) the aggregate Purchase Price paid by the
         Purchasers at the Closing shall be greater than or equal to
         $50,000,000.

Section 3. Representations, Warranties and Covenants of the Company. Except as
set forth on the corresponding sections of the Company's disclosure schedule
attached hereto as Exhibit D, or as specifically contemplated by this Agreement,
the Company hereby represents and warrants to, and covenants with, each
Purchaser as of the Closing Date (or such other date specified below) as
follows:

                  3.1. Organization and Qualification. (a) The Company is a
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware. The Company does not directly or indirectly
beneficially own any securities or other beneficial ownership interests in any
Subsidiary (as defined below). The Company is duly qualified as a foreign
corporation to do business and is in good standing (to the extent such concepts
are applicable) in every jurisdiction in which its ownership of property or the
nature of the business conducted by it


                                        2

<PAGE>


makes such qualification necessary, except to the extent that the failure to be
so qualified or be in good standing would not have or reasonably be expected to
result in a Material Adverse Effect (as defined below).

                  (b) For the purposes of this Agreement:

                           (i) "Subsidiary" shall mean, with respect to any
         Person (as defined below), any corporation, partnership, joint venture
         or other entity, whether incorporated or unincorporated, of which such
         Person or any other Subsidiary of such Person (x) owns, directly or
         indirectly, 50% or more of the outstanding voting securities or equity
         interests, (y) is entitled to elect at least a majority of the board of
         directors or similar governing body or (z) is a general partner
         (excluding such partnerships where such Person or any Subsidiary of
         such Person do not have a majority of the voting interests in such
         partnership).

                           (ii) "Person" means an individual, corporation,
         partnership, joint venture, association, joint stock company, limited
         liability company, labor union, estate, trust, unincorporated
         organization or other entity, including any governmental entity.

                           (iii) "Material Adverse Effect" means any material
         adverse effect on the business, properties, assets, operations, results
         of operations or condition (financial or otherwise) of a Person and its
         Subsidiaries, taken as a whole, or on the transactions contemplated
         hereby or by the agreements and instruments to be entered into in
         connection herewith, or on the authority or ability of such Person to
         timely perform its obligations under this Agreement.

                  3.2. Authorization, Enforcement and Validity. The Company has
the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Shares in accordance with the
terms hereof. The execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby have been duly
authorized by the Company's Board of Directors and no further consent or
authorization is required of the Company's Board of Directors or stockholders.
Upon the execution and delivery of this Agreement, this Agreement shall
constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.


                                        3

<PAGE>


                  3.3. Capitalization. Except as set forth in the SEC Documents,
the authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Shares"), of which 135,000 shares have been designated Series A
Preferred Stock in connection with rights issued pursuant to the Rights
Agreement, dated as of October 26, 1995, between the Company and American
Securities Transfer, Inc., a Colorado corporation. As of January 25, 2002, (x)
38,771,377 Common Stock shares were issued and outstanding, and no Preferred
Shares were issued and outstanding and (y) 2,653,060 shares of Common Stock were
reserved for issuance upon exercise of outstanding options to purchase Common
Stock shares. The Company meets the eligibility requirements for use of a Form
S-3 registration statement for the Shares. Except as set forth in the SEC
Documents and except as set forth in this Section 3.3, there are no outstanding
options, warrants, script rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any Person any right to
subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. The issuance and sale
of the Shares hereunder will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities.

                  3.4. Issuance Of Shares. The Shares to be issued to the
Purchasers are duly authorized and, upon issuance in accordance with the terms
of this Agreement, shall be validly issued, fully paid and non-assessable, and
shall not be subject to preemptive rights or other similar rights of any other
Person.

                  3.5. No Conflicts. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby will not (i) result in a violation of the
Company's certificate of incorporation or bylaws; (ii) conflict with, or
constitute a default under or give to others any rights of termination,
amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party (except
for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect); or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree applicable to the Company or any of
its Subsidiaries, except as would not, individually or in the aggregate, have a
Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in
violation of its respective certificate of incorporation, bylaws or other
organizational document or, to the knowledge of the Company, in default under
any contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order


                                        4

<PAGE>


or any statute, rule or regulation applicable to the Company or its Subsidiaries
(nor has any event occurred that, with the lapse of time, giving of notice, or
both, would result in any such violation or default), except where such
violations and defaults would not result, either individually or in the
aggregate, in a Material Adverse Effect. Except as specifically contemplated by
this Agreement, as required under the Securities Act, and as required by Blue
Sky filings, the Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by this
Agreement.

                  3.6. SEC Documents; Financial Statements. Since January 1,
2001, the Company has filed all documents required to be filed by it prior to
the date hereof with the Securities and Exchange Commission (the "SEC") pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (the "SEC Documents"). As of the date of filing thereof,
each SEC Document complied in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to such SEC Document. None of the SEC Documents, as of the date
filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. To the knowledge of the Company, as of their respective
dates, the financial statements of the Company included in the SEC Documents
complied as to form in all material respects with applicable accounting
requirements and published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except as may be otherwise indicated in such financial
statements or the notes thereto) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

                  3.7. Absence Of Certain Changes. Except as set forth in the
SEC Documents, since September 30, 2001, there has been no change or development
that has had or would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.

                  3.8. Absence Of Litigation. Except as set forth in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization
or body pending or, to the actual knowledge of the executive officers of the
Company or any of its Subsidiaries, threatened in writing against the Company or
any of the


                                        5

<PAGE>


Company's Subsidiaries or any of the Company's or the Subsidiaries' officers or
directors in their capacities as such, that would result in a Material Adverse
Effect.

                  3.9. Disclosure. The Company confirms that neither it nor any
other person acting on its behalf has provided any Purchaser or its agents or
counsel with any information that constitutes or might constitute material,
nonpublic information, and will not provide such information to any Purchaser or
its agents or counsel unless such Purchaser consents in writing in advance to
receive such information.

                  3.10. Brokers or Finders. No broker, investment banker,
financial advisor or other Person, other than Salomon Smith Barney Inc. and JP
Morgan Securities Inc. (the "Placement Agents"), the fees and expenses of which
will be paid by the Company, is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
the Company.

                  3.11. Use of Proceeds. The Company intends to use the net
proceeds from the sale of the Shares hereunder for general corporate and working
capital purposes. The Company has received from the requisite lenders in its
credit syndicate a waiver of any mandatory prepayment of the Company's credit
facility triggered by this Agreement and such consent is in full force and
effect.

                  3.12. Lock-Up. The Company agrees that until the later of (x)
the sixtieth day following the Closing Date or (y) the effectiveness pursuant to
Section 6.1(a)(ii) of the Registration Statement (as defined in Section 6.1),
the Company will not register sell or issue any Common Stock or other equity
securities (or securities convertible into equity securities) of the Company;
provided, however that the Company may take any such action if it relates to any
(x) merger, consolidation or other business combination, sale of shares of
capital stock (if the primary purpose of such sale is not the raising of equity
capital), sale of assets, tender offer, exchange offer or similar transaction or
series of transactions involving the Company (a "Strategic Transaction"), or (y)
any employee stock option or benefit plan of the Company.

                  3.13. Employees. To the actual knowledge of the executive
officers of the Company, no strike, labor dispute or union organizing activities
are pending or threatened against the Company by its employees, except as,
individually or in the aggregate, would not have a Material Adverse Effect.
Additionally, (i) no employees of the Company belong to a union or collective
bargaining unit; (ii) the Company has complied in all respects with all
applicable laws relating to the employment of labor, including provisions
relating to wages, hours, equal opportunity, collective bargaining; and (iii)
the Company has not encountered any labor difficulties, in the


                                        6
<PAGE>


case of each of the clauses (i), (ii), and (iii), except as, individually or in
the aggregate, would not have a Material Adverse Effect.

                  3.14. Solicitation; Other Issuances of Securities. Neither the
Company nor any of its Subsidiaries or affiliates, nor any Person acting on its
or their behalf, (i) has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Shares, (ii) has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under any
circumstances that would require registration of the Shares under the Securities
Act or (iii) has issued any shares of Common Stock or shares of any series of
preferred stock or other securities or instruments convertible into,
exchangeable for or otherwise entitling the holder thereof to acquire shares of
Common Stock which would be integrated with the sale of the Shares to such
Purchaser for purposes of the Securities Act or of any applicable stockholder
approval provisions, including, without limitation, under the rules and
regulations of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated, nor will the Company or any
of its Subsidiaries or affiliates take any action or steps that would require
registration of any of the Shares under the Securities Act or cause the offering
of the Shares to be integrated with other offerings. Assuming the accuracy of
the representations and warranties of Purchasers, the offer and sale of the
Shares by the Company to the Purchasers pursuant to this Agreement will be
exempt from the registration requirements of the Securities Act.

                  3.15. NYSE Compliance. The Company is in compliance with the
requirements of the New York Stock Exchange for continued listing of the Common
Stock thereon and has not received any notification that, and has no knowledge
that, the New York Stock Exchange is contemplating terminating such listing nor,
to the Company's knowledge, is there any basis therefor. The transactions
contemplated by this Agreement will not contravene the rules and regulations of
the New York Stock Exchange.

                  3.16. Investment Company. The Company is not, and upon
completion of the transactions contemplated hereby will not be, an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for an investment company, within the meaning of the Investment Company Act of
1940, as amended.

                  3.17. Acknowledgement. The Company acknowledges and agrees
that no Purchaser makes or has made any representations or warranties with
respect to the transactions contemplated by this Agreement other than those
specifically set forth in Section 4 and Section 7.


                                        7

<PAGE>


Section 4. Representations, Warranties And Covenants Of Each Purchaser.

                  Except as set forth on the corresponding sections of any
Purchaser written disclosure schedule provided to the Company prior to the
Closing, as the case may be, or as specifically contemplated by this Agreement,
each Purchaser for itself and no other Purchaser hereby represents and warrants
to, and covenants with, the Company as of the Closing Date (or such other date
specified below) as follows:

                  4.1. Organization. Such Purchaser is an entity duly organized
and validly existing in good standing (to the extent such concepts are
applicable) under the laws of its jurisdiction of organization. Such Purchaser
has all requisite corporate power and authority and all necessary governmental
approvals to carry on its business as now being conducted, except as would not
have a Material Adverse Effect on such Purchaser's ability to consummate the
transactions contemplated by this Agreement.

                  4.2. Authorization, Enforcement, and Validity. Such Purchaser
has the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. Such Purchaser has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement. Upon the execution and delivery of this Agreement, this Agreement
shall constitute a valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity.

                  4.3. Consents and Approvals; No Violation. The execution,
delivery and performance of this Agreement by such Purchaser and the
consummation by such Purchaser of the transactions contemplated hereby will not
(i) result in a violation of such Purchaser's organizational documents; (ii)
conflict with, or constitute a default or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
indenture or instrument to which such Purchaser is a party (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect on such Purchaser's ability to consummate the transactions
contemplated by this Agreement); or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree applicable to such Purchaser or any
of its Subsidiaries, except for such violations as would not, individually or in
the aggregate, result in a Material Adverse Effect on such Purchaser's ability
to consummate the transactions contemplated by this Agreement. Such Purchaser is
not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency or any


                                        8

<PAGE>


regulatory or self-regulatory agency in order for it to execute, deliver or
perform any of its obligations under or contemplated by this Agreement, except
where the failure to obtain such consents, authorization or orders or to make
such filings or registrations would not, individually or in the aggregate,
result in a Material Adverse Effect on such Purchaser's ability to consummate
the transactions contemplated by this Agreement.

                  4.4. Availability of Funds. Such Purchaser will at the Closing
have sufficient immediately available funds in cash to pay the Purchase Price.

                  4.5. Investment Experience. Such Purchaser is an accredited
investor within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act, is knowledgeable, sophisticated and experienced in making, and
is qualified to make, decisions with respect to investments in shares
representing an investment decision like that involved in the purchase of the
Shares.

                  4.6. Investment Intent And Limitation On Dispositions. Such
Purchaser is acquiring Shares for its own account for investment only and has no
intention of selling or distributing any of such Shares or any arrangement or
understanding with any other Persons regarding the sale or distribution of such
Shares except in accordance with the provisions of Section 6 and except as would
not result in a violation of the Securities Act. Such Purchaser will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Shares except in accordance with the provisions of Section 6 or
pursuant to and in accordance with the Securities Act.

                  4.7. Information And Risk.

                  (a) Such Purchaser has requested, received, reviewed and
considered all information such Purchaser deems relevant in making an informed
decision to purchase the Shares. Such Purchaser has had an opportunity to
discuss the Company's business, management and financial affairs with its
management and also had an opportunity to ask questions of officers of the
Company that were answered to such Purchaser's satisfaction, provided that such
inquiries do not impair the rights of such Purchaser to rely on the
representations and warranties of the Company as set forth in Section 3.

                  (b) Such Purchaser recognizes that an investment in the Shares
involves a high degree of risk, including a risk of total loss of such
Purchaser's investment. Such Purchaser is able to bear the economic risk of
holding the Shares for an indefinite period, and has knowledge and experience in
the financial and

                                        9

<PAGE>


business matters such that it is capable of evaluating the risks of the
investment in the Shares.

                  (c) Such Purchaser has, in connection with such Purchaser's
decision to purchase Shares, not relied upon any representations or other
information (whether oral or written) other than as set forth in the
representations and warranties of the Company contained herein, the SEC
Documents and the other information described in Section 4.7(a), and such
Purchaser has, with respect to all matters relating to this Agreement and the
offer and sale of the Shares, relied solely upon the advice of such Purchaser's
own counsel and has not relied upon or consulted any counsel to the Placement
Agents or counsel to the Company.

                  4.8. Disclosures to the Company. Such Purchaser understands
that the Company is relying on the statements contained herein to establish an
exemption from registration under federal and state securities laws. Such
Purchaser will promptly notify the Company of any changes in the information set
forth in the Registration Statement regarding such Purchaser.

                  4.9. Nature of Purchasers. To the knowledge of such Purchaser,
such Purchaser: (i) is not an affiliate (as such term is defined pursuant to
Rule 12b-2 promulgated under the Exchange Act) of any other Purchaser, (ii) is
not constituted as a partnership, association, joint venture or any other type
of joint entity with any other Purchaser, and (iii) is in no way acting as a
group (as such term is defined under Section 13(d) of the Exchange Act) with any
other Purchaser. If at any time after the Closing Date such Purchaser becomes an
affiliate (as defined herein) of any other Purchaser, such Purchaser will
provide prompt written notice to the Company.

                  4.10. Ownership. Such Purchaser (including any Person
controlling, controlled by, or under common control with such Purchaser, as the
term "control" is defined pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and its implementing regulations (the "HSR
Act")) does not, and upon the consummation of the transactions contemplated by
this Agreement will not, hold voting securities of the Company exceeding an
aggregate fair market value as of the Closing Date of fifty million dollars
($50,000,000), calculated pursuant to the HSR Act.

                  4.11. Brokers or Finders. No broker, investment banker,
financial advisor or other Person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
such Purchaser.

                  4.12. Acknowledgement . Such Purchaser acknowledges and agrees
that the Company does not make and has not made any representations or


                                       10
<PAGE>


warranties with respect to the transactions contemplated by this Agreement other
than those specifically set forth in Section 3.

Section 5. Survival of Representations and Warranties.

                  Notwithstanding any investigation made by any party to this
Agreement or by the Placement Agents, all representations and warranties as to
each respective Closing made by the Company and the Purchasers herein shall
survive for a period of one (1) year following the Closing Date.

Section 6. Registration of the Shares; Compliance with the Securities Act.

                  6.1. Registration Procedures And Expenses.

                  (a) Except for such times as the Company may be required to
suspend the use of a prospectus forming a part of the Registration Statement,
the Company will:

                           (i) as soon as practicable, but in no event later
         than thirty (30) days following the Closing Date, use best efforts to
         prepare and file with the SEC either an amendment to the shelf
         registration statement on Form S-3 which was filed by the Company with
         the SEC on December 18, 2001 or a new registration statement on Form
         S-3 (the "Registration Statement") covering the resale of the Shares by
         each Purchaser;

                           (ii) use best efforts to cause the Registration
         Statement, as amended, to become effective under the Securities Act as
         soon as practicable but in any event no later than ninety (90) days
         after the Closing Date;

                           (iii) prepare and file with the SEC such amendments
         and supplements to the Registration Statement and the prospectus used
         in connection therewith (A) as may be necessary to keep the
         Registration Statement continuously effective until the earlier of (i)
         the second anniversary of the Closing Date, or (ii) such time as all
         Shares purchased by the Purchasers have been sold pursuant to the
         Registration Statement and (B) as may be reasonably requested by a
         Purchaser in order to incorporate information concerning such Purchaser
         or such Purchaser's intended method of distribution;

                           (iv) so long as the Registration Statement is
         effective covering the resale of Shares owned by the Purchasers,
         furnish to each Purchaser with respect to the Shares registered under
         the Registration Statement (and to each underwriter, if any, of such
         Shares) such reasonable number of copies of prospectuses and such other
         documents as such


                                       11

<PAGE>


         Purchaser may reasonably request in order to facilitate the public sale
         or other disposition of all or any of the Shares by such Purchaser;

                           (v) use commercially reasonable efforts to file
         documents required of the Company for normal Blue Sky clearance in
         states specified in writing by the Purchasers; provided, however, that
         the Company shall not be required to qualify to do business or consent
         to service of process generally in any jurisdiction in which the
         Company is not now so qualified or has not so consented;

                           (vi) bear all expenses in connection with the
         procedures in paragraphs (a) through (e) of this Section 6.1 and the
         registration of the Shares pursuant to the Registration Statement,
         other than fees and expenses, if any, of counsel or other advisers to
         the Purchasers or underwriting discounts, brokerage fees and
         commissions incurred by the Purchasers, if any in connection with an
         underwritten offering of the Shares;

                           (vii) use all commercially reasonable efforts to
         prevent the issuance of any stop order or other order suspending the
         effectiveness of such Registration Statement and, if such an order is
         issued, to obtain the withdrawal thereof at the earliest possible time
         and to notify each Purchaser of the issuance of such order and the
         resolution thereof;

                           (viii) furnish to each Purchaser, on the date that
         such Registration Statement becomes effective, (x) a letter, dated such
         date, of outside counsel representing the Company (and reasonably
         acceptable to such Purchaser) addressed to such Purchaser, confirming
         the effectiveness of such Registration Statement and, to the knowledge
         of such counsel, the absence of any stop order, and (y) in the case of
         an underwriting, (A) an opinion addressed to such Purchaser, dated such
         date, of such outside counsel, in such form and substance as is
         required to be given to the underwriters, and (B) a letter addressed to
         such Purchaser, dated such date, from the Company's independent
         certified public accountants, in such form and substance as is required
         to be given by the Company's independent certified public accountants
         to such underwriters;

                           (ix) provide to each Purchaser and its
         representatives, if requested, the opportunity to conduct a reasonable
         inquiry of the Company's financial and other records during normal
         business hours and make available its officers, directors and employees
         for questions regarding information which such Purchaser may reasonably
         request in order to fulfill any due diligence obligation on its part;


                                       12
<PAGE>


                           (x) permit counsel for the Purchasers to review the
         Registration Statement, the Amendment and all amendments and
         supplements thereto, and any comments made by the staff of the
         Commission and the Company's responses thereto, within a reasonable
         period of time prior to the filing thereof with the Commission (or, in
         the case of comments made by the staff of the Commission, within a
         reasonable period of time following the receipt thereof by the
         Company); and

                           (xi) use commercially reasonable efforts to cause the
         Shares that are covered by the Registration Statement to be listed on
         the New York Stock Exchange on or before the effective date of the
         Registration Statement;

provided, that in the case of clauses (ix), (x) and (xi) above, the Company
shall not be required to provide, and shall not provide, any Purchaser with
material, non-public information unless such Purchaser agrees to receive such
information and enters into a written confidentiality agreement with the
Company.

                  (b) In the event that (x) the Company does not file the
Registration Statement on or before the thirtieth day after the Closing Date or
(y) the Registration Statement is not declared effective by the SEC on or before
the ninetieth day after the Closing Date, the Company shall pay to each
Purchaser liquidated damages in a cash amount equal to one-thirtieth of one
percent (1/30 of 1%) of the Purchase Price paid by such Purchaser for each day
after (x) such thirtieth day that such filing is not made or (y) such ninetieth
day that the Registration Statement is not declared effective, as the case may
be.

                  (c) The Company shall be permitted to suspend for one or more
periods (provided that the aggregate length of such suspension shall not exceed
twenty business days in any 365 day period) the actions required under Sections
6.1(a)(i) through (iii) to the extent that the Board of Directors of the Company
concludes in good faith that the disclosure of information in the prospectus
relating to any Strategic Transaction or any negotiations or discussions in
connection therewith is necessary. The Company shall not be required to pay any
fee pursuant to Section 6.1(b) to the extent the payment of such fee is related
to such suspension (which suspension shall not in the aggregate exceed twenty
business days in any 365 day period).

                  (d) With a view to making available to the Purchasers the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Purchaser to sell Shares to the public
without registration, the Company covenants and agrees to: (i) make and keep
public information available, as those terms are understood and defined in Rule
144, until the earlier of (A) six


                                       13
<PAGE>


months after such date as all of the Purchasers' Shares may be resold pursuant
to Rule 144(k) or any other rule of similar effect or (B) such date as all of
the Purchasers' Shares shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the
Purchaser owns any Shares, (A) a written statement by the Company that it has
complied with the reporting requirements of the Exchange Act, (B) a copy of the
Company's most recent Annual Report on Form 10-K or Quarterly Report on Form
10-Q, and (C) such other information as may be reasonably requested in order to
avail the Purchaser of any rule or regulation of the SEC that permits the
selling of any such Shares without registration.

                  6.2. Restrictions on Transferability.

                  (a) Each Purchaser agrees that it will not effect any
disposition of the Shares that would constitute a sale within the meaning of the
Securities Act or pursuant to any applicable state securities or Blue Sky laws,
except as contemplated in the Registration Statement referred to in Section 6.1
above, pursuant to the requirements of Rule 144 (in which case such Purchaser
will provide the Company with reasonable evidence of such Purchaser's compliance
therewith) or pursuant to a written opinion of legal counsel reasonably
satisfactory to the Company and addressed to the Company to the effect that
registration is not required in connection with the proposed transfer; whereupon
the holder of such securities shall be entitled to transfer such securities.
Each certificate evidencing the securities transferred as above provided shall
bear the appropriate restrictive legends as may be required by Section 7.

                  (b) Each Purchaser acknowledges that there may occasionally be
times when the Company must suspend the use of the prospectus forming a part of
the Registration Statement until such time as an amendment or supplement to the
Registration Statement has been filed by the Company and declared effective, or
until such time as the Company has filed an appropriate report with the SEC
pursuant to the Exchange Act. Each Purchaser hereby covenants that such
Purchaser will not sell any Shares pursuant to said prospectus during the period
commencing at the time at which the Company gives the Purchasers written notice
of the suspension of the use of said prospectus and ending at the time the
Company gives the Purchasers written notice that the Purchasers may thereafter
effect sales pursuant to said prospectus. The Company agrees to file such
amendment, supplement or report as soon as practicable following such notice of
suspension.

                  (c) None of the Shares shall be transferable except upon the
conditions specified in this Section 6, which are intended to ensure compliance
with the provisions of the Securities Act. Each Purchaser will cause any
proposed


                                       14

<PAGE>


transferee of the Shares held by such Purchaser to agree to take and hold such
Shares subject to the provisions and upon the conditions specified in this
Section 6 if and to the extent that such Shares continue to be restricted
securities in the hands of the transferee.

                  6.3. Termination Of Conditions And Obligations. The conditions
precedent imposed by Section 6.2 above regarding the transferability of the
Shares shall cease and terminate as to any particular number of the Shares upon
the date on which the Purchaser may sell without volume limitations all such
Shares then held by the Purchaser without registration by reason of Rule 144 or
any other rule of similar effect.

Section 7. Legends.

                  (a) Such Purchaser understands and agrees that each
certificate or other document evidencing any of the Shares shall be endorsed
with the legend in the form set forth below, and such Purchaser covenants that
such Purchaser will not transfer the shares represented by any such certificate
without complying with the restrictions on transfer described in the legend
endorsed on such certificate (unless there is in effect a registration statement
under the Securities Act covering such proposed transfer, such securities have
been sold under Rule 144 promulgated under the Securities Act ("Rule 144") or as
otherwise permitted by the provisions of Section 6.2 above) and understands that
the Company will refuse to register a transfer of any Shares unless the
conditions specified in the following legend are satisfied:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
         EXCEPT AS SPECIFIED IN THIS LEGEND, SUCH SHARES MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN
         THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO
         UNDER SUCH ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS
         SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM
         REGISTRATION AND ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY
         REQUEST A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
         COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION
         WITH SUCH SALE OR OTHER TRANSFER. THESE SHARES MAY BE PLEDGED IN
         CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
         SUCH SHARES."


                                       15
<PAGE>


         The Company acknowledges and agrees that a Purchaser may from time to
time pledge pursuant to a bona fide margin agreement or grant a security
interest in some or all of the Shares and, if required under the terms of such
arrangement, such Purchaser may transfer pledged or secured Shares to the
pledgees or secured parties. Such a pledge or transfer would not be subject to
approval of the Company and no legal opinion of the pledgee, secured party or
pledgor shall be required in connection therewith. Further, no notice shall be
required of such pledge. The Company will deliver such reasonable documentation
as a pledgee or secured party of Shares may reasonably request in connection
with a pledge or transfer of the Shares, including the preparation and filing of
any required prospectus supplement under Rule 424(b)(3) of the Securities Act or
other applicable provision of the Securities Act to appropriately amend the list
of selling stockholders thereunder.

                  (b) Such certificates shall not contain any legend (i) while a
Registration Statement (as defined below) covering the resale of such Shares is
effective under the Securities Act, (ii) following any sale of such Shares
pursuant to an effective Registration Statement or Rule 144, or (iii) if such
Shares are eligible for sale under Rule 144(k). Following the effective date of
the Registration Statement or at such earlier time as a legend is no longer
required for certain Shares, the Company will, no later than three trading days
following the delivery by a Purchaser to the Company or the Company's transfer
agent of a legended certificate representing such securities, deliver or cause
to be delivered to such Purchaser a certificate representing such securities
that is free from all restrictive and other legends.

                  (c) Such Purchaser covenants that such Purchaser will not
transfer the Shares represented by any such certificate without complying with
any applicable requirements under the Securities Act to deliver the final
prospectus included in the effective Registration Statement to any offeree of
such Shares.

Section 8. Indemnification.

                  (a) For purposes of this Section 8:

                           (i) the term "Purchaser" shall include the Purchaser
         and any affiliate (as such term is defined pursuant to Rule 12b-2
         promulgated under the Exchange Act) of such Purchaser;

                           (ii) the term "Prospectus" shall mean the prospectus
         and any amendment or supplement thereto in the form first filed with
         the SEC pursuant to Rule 424(b) promulgated under the Securities Act
         or, if no Rule


                                       16
<PAGE>


         424(b) filing is required, filed as part of the Registration Statement
         at the time of effectiveness, as supplemented or amended from time to
         time; and

                           (iii) the term "Registration Statement" shall include
         any final prospectus, exhibit, supplement or amendment included in or
         relating to the Registration Statement.

                  (b) The Company agrees to indemnify and hold harmless each of
the Purchasers and each Person, if any, who controls any Purchaser within the
meaning of the Securities Act, against any losses, claims, damages, liabilities
or expenses, joint or several, to which such Purchasers or such controlling
Person may become subject, under the Securities Act, the Exchange Act, or any
other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Company), insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement or Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or arise out of or are based in whole or
in part on any inaccuracy in the representations and warranties of the Company
contained in this Agreement, or any failure of the Company to perform its
obligations hereunder, and will reimburse each Purchaser and each such
controlling Person for any legal and other expenses reasonably incurred as such
expenses are reasonably incurred by such Purchaser or such controlling Person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Purchaser expressly for use therein, (ii) the failure of such Purchaser to
comply with the covenants and agreements contained in Section 6.2 above
respecting sale of the Shares, (iii) the inaccuracy of any representations made
by such Purchaser herein or (iv) any statement or omission in any Prospectus
that is corrected in any subsequent Prospectus that was delivered to the
Purchaser a reasonable time prior to the pertinent sale or sales by the
Purchaser, and provided that the Purchaser has been notified by the Company that
such earlier Prospectus should no longer be delivered by the Purchaser.

                  (c) Each Purchaser will severally, and not jointly, indemnify
and hold harmless the Company, each of its directors, each of its officers who
signed the


                                       17

<PAGE>


Registration Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act, against any losses, claims, damages,
liabilities or expenses to which the Company, each of its directors, each of its
officers who signed the Registration Statement or controlling Person may become
subject, under the Securities Act, the Exchange Act, or any other federal or
state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Purchaser) insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof as contemplated below) arise out of
or are based upon (i) any failure by such Purchaser to comply with the covenants
and agreements contained in Section 6.2 above respecting the sale of the Shares,
(ii) the inaccuracy of any representation made by such Purchaser herein or (iii)
any untrue or alleged untrue statement of any material fact contained in the
Registration Statement or the Prospectus, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Purchaser expressly for use therein, and will reimburse the Company, each
of its directors, each of its officers who signed the Registration Statement or
controlling Person for any legal and other expense reasonably incurred, as such
expenses are reasonably incurred by the Company, each of its directors, each of
its officers who signed the Registration Statement or controlling Person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the aggregate liability of any Purchaser hereunder shall not exceed the Purchase
Price paid by such Purchaser to the Company on the Closing Date. No Purchaser
shall be liable for the indemnification obligations of any other Purchaser.

                  (d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the threat or commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 8, promptly notify the indemnifying party
in writing thereof, but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
hereunder or otherwise to the extent it is not prejudiced as a result of such
failure. In case any such action is brought against any indemnified party and
such indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified


                                       18

<PAGE>


party shall have reasonably concluded that there may be a conflict between the
positions of the indemnifying party and the indemnified party in conducting the
defense of any such action or that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election to assume the defense of such action
and approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 8 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
such counsel in connection with the assumption of legal defenses in accordance
with the proviso to the preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
separate counsel, reasonably satisfactory to the indemnifying party,
representing the indemnified parties who are parties to such action) or (ii) the
indemnified party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of action, in each of which cases the reasonable
fees and expenses of counsel shall be at the expense of the indemnifying party.

Section 9. Notices.

                  (a) All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed by first-class registered or
certified airmail, confirmed facsimile or nationally recognized overnight
express courier postage prepaid, and shall be as addressed as follows:

                  if to the Company, to:

                           Stillwater Mining Company
                           East Pike Avenue
                           P.O. Box 1330
                           Columbus, Montana  59019
                           Attention:  Chief Executive Officer
                           Telephone No.:   (406) 322-8730
                           Telecopy No.:   (406) 322-8752


                                       19

<PAGE>


                  with a copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           Four Times Square
                           New York, New York 10036
                           Attention:  Jeffrey W. Tindell, Esq.
                           Telephone No.:  (212) 735-3380
                           Telecopy No.:   (917) 777-3380

and if to any Purchaser, at its address as set forth in Exhibit A hereto, or at
such other address or addresses as may have been previously furnished to the
Company in writing in accordance with this Section 9.

                  (b) Such notices or other communications shall be deemed
delivered upon receipt, in the case of overnight delivery, personal delivery,
facsimile transmission (as evidenced by the confirmation thereof), or mail.

Section 10. Miscellaneous.

                  10.1. Amendments. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only with
the written consent of the Company and each Purchaser. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of
any securities purchased under this Agreement at the time outstanding (including
securities into which such securities are convertible), each future holder of
all such securities, and the Company.

                  10.2. Headings. The headings of the various sections of this
Agreement are for convenience of reference only and shall not be deemed to be
part of this Agreement.

                  10.3. Severability. In the event that any provision in this
Agreement is held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

                  10.4. Governing Law And Forum. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to any choice of law provisions thereof, and the federal
law of the United States of America. The parties hereto agree to submit to the
exclusive jurisdiction of the federal and state courts of the State of New York
with respect to


                                       20
<PAGE>


the interpretation of this Agreement or for the purposes of any action arising
out of or related to this Agreement.

                  10.5. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument. In the event that any
signature is delivered via facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature page were an original hereof.

                  10.6. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the matters covered herein,
supersede all prior agreements and understandings with respect to such matters
and executed by and among the Company and any of the Purchasers, and, except as
specifically set forth herein or therein, neither the Company nor the Purchasers
make any representation, warranty, covenant or undertaking with respect to such
matters.

                  10.7. Independent Nature Of Purchasers' Obligations And
Rights. The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under this Agreement. Nothing contained herein and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group, or are deemed affiliates (as such term is defined under the Exchange
Act) with respect to such obligations or the transactions contemplated by this
Agreement. Each Purchaser shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

                  10.8. Expenses

                  (a) Each party hereto shall pay all costs and expenses
incurred by it in connection with the execution and delivery of this Agreement,
and all the transactions contemplated thereby, including fees of legal counsel.

                  (b) Notwithstanding the foregoing:

                           (i) On the Closing Date, the Company shall reimburse
         the Purchasers up to an aggregate of $30,000 for legal fees and
         expenses payable to their respective outside counsel in connection with
         legal services provided


                                       21
<PAGE>


         to them in connection with the transactions contemplated by this
         Agreement, which reimbursement shall be allocated among the Purchasers
         as set forth on Exhibit A. Such reimbursement shall be deducted from
         the cash consideration payable by the respective Purchaser for the
         Shares.

                           (ii) In addition to the reimbursement set forth in
         Section 10.8(b)(i), the Company shall reimburse the Purchasers up to an
         aggregate of $5,000 for legal fees and expenses payable to a single
         outside counsel agreed upon by all of the Purchasers for legal services
         provided to them in connection with the Registration Statement.








                                       22

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         executed and delivered by their duly authorized representatives as of
         the day and year first above written.

                                              STILLWATER MINING COMPANY


                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                              Purchaser:
                                                        ------------------------


                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:






                                       23