<PAGE>

                                                                   EXHIBIT 10.34

                            STILLWATER MINING COMPANY

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

                  409A NONQUALIFIED DEFERRED COMPENSATION PLAN

--------------------------------------------------------------------------------
<PAGE>

                            STILLWATER MINING COMPANY

                  409A NONQUALIFIED DEFERRED COMPENSATION PLAN

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
1.   Purpose  ........................................................................................     1

2.   Definitions......................................................................................     1

3.   Shares Subject to the Plan ......................................................................     4

4.   Administration...................................................................................     4

5.   Participation....................................................................................     4

6.   Participant Deferrals............................................................................     5

7.   Employer Contributions...........................................................................     6

8.   Terms and Conditions of Deferrals and Settlement.................................................     7

9.   Adjustments......................................................................................     9

10.  Compliance with Code Section 409A................................................................     9

11.  Investment Risks of Notional Investments.........................................................     9

12.  General Provisions...............................................................................    10
</TABLE>

                                       -1-

<PAGE>

                            STILLWATER MINING COMPANY

                  409A NONQUALIFIED DEFERRED COMPENSATION PLAN

      1. PURPOSE. The purpose of this 409A Nonqualified Deferred Compensation
Plan (the "Plan") is to provide to members of a select group of management or
highly compensated employees of Stillwater Mining Company (the "Company") and
its subsidiaries and/or its affiliates who are selected for participation in the
Plan a means to defer receipt of specified portions of compensation and to have
such deferred amounts treated as if invested in specified investment vehicles,
to enhance the competitiveness of the Company's executive compensation program
and, therefore, its ability to attract and retain qualified key personnel
necessary for the continued success and progress of the Company, and to
encourage such persons to retain a significant equity stake in the Company.

      2. DEFINITIONS. In addition to the terms defined in Section 1 above, the
following terms used in the Plan shall have the meanings set forth below:

            (a) Account: The account established and maintained by the Company
for a Participant to track deferrals and earnings under the Plan. An Account may
include one or more subaccounts, in order that different distribution elections
may apply to different subaccounts. Deferred Shares and Deferred Cash shall be
credited to separate subaccounts. All subaccounts to which Deferred Shares are
credited shall be deemed the Deferred Share Account, and all subaccounts to
which Deferred Cash is credited shall be deemed the Deferred Cash Account. The
Account and subaccounts, and Deferred Shares and Deferred Cash credited thereto,
will be maintained solely as bookkeeping entries by the Company to evidence
unfunded obligations of the Company.

            (b) Administrator: The Committee shall administer the Plan, provided
that any duty of the Committee as Administrator may be performed by a committee
consisting of the Chief Financial Officer, Vice President - Human Resources, and
General Counsel. The Committee may expressly limit the scope of authority of the
Administrator when acting under this delegated authority and the Committee may
designate persons in addition to or in place of those specified officers to
serve as the Administrator.

            (c) Beneficiary: The person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive the benefits specified
under the Plan upon a Participant's death, provided that, if and to the extent
authorized by the Administrator, a Participant may be permitted to designate a
Beneficiary, in which case the "Beneficiary" instead will be the person,
persons, trust or trusts (if any are then surviving) which have been designated
by a Participant in his or her most recent written beneficiary designation filed
with the Administrator to receive the benefits specified under the Plan upon
such Participant's death. Unless otherwise determined by the Administrator, a
Participant's designation of a Beneficiary other than the Participant's spouse
shall be subject to the written consent of the spouse.

            (d) Board: The Board of Directors of the Company.

            (e) Change in Control: A change in ownership or effective control as
defined under Code Section 409A(a)(2)(A)(v).

            (f) Committee: The Compensation Committee of the Board. Any function
of the Committee may also be performed by the Board, in which case any reference
to the Committee shall be deemed to include the Board.

            (g) Code: The U.S. Internal Revenue Code of 1986, as amended,
including regulations thereunder and successor provisions thereto.

            (h) Deferred Cash: A right credited under the Plan constituting a
contractual commitment of the Company to pay to the Participant, at a future
date, cash in settlement of the right, subject to the terms of the Plan, and
compliance with Code Section 409A.

                                       -2-
<PAGE>

            (i) Deferred Share: A right credited under the Plan constituting a
contractual commitment of the Company to deliver to the Participant, at a future
date, one Share in settlement of the right, subject to the terms of the Plan.

            (j) Disability: Participant becomes unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, and thus is "disabled"
within the meaning of Code Section 409A(a)(2)(C).

            (k) Dividend Equivalents: An amount equal to the value of dividends
paid on an outstanding Share, which amount will be paid or credited on Deferred
Shares in accordance with Section 8(b).

            (l) Effective Date: The date on which the Board has approved the
Plan and adopted it on behalf of the Company.

            (m ) Employer Contributions: Amounts credited to a Participant's
Account as a contribution of the Company or a subsidiary and not representing a
direct deferral of compensation by the Participant. Employer Contributions shall
consist of "Employer Matching Contributions" and "Employer Discretionary
Contributions" as specified in Section 7.

            (n) Fair Market Value: As of any given day, the fair market value of
a Share determined in good faith in the same manner as "fair market value" is
then determined under the Company's 2004 Equity Incentive Plan (or successor to
such plan).

            (o) Participant: An employee of the Company or any subsidiary who is
eligible to defer compensation under the Plan and who has currently elected to
defer or has previously deferred compensation under the Plan which has not been
distributed.

            (p) Plan Year: The calendar year, provided that the initial Plan
Year shall be the partial year from the Effective Date until December 31, 2006.

            (q) Restricted Stock Units: Awards designated as Restricted Stock
Units granted to Participants under the 2004 Equity Incentive Plan or any
successor to such plan.

            (r) Retirement: A Participant's voluntary termination of employment
at or after attaining age 65, referred to as a "Normal Retirement," or a
Participant's voluntary termination of employment at or after attaining both age
55 and five years of service with the Company and its subsidiaries, referred to
as an "Early Retirement" In either case, with the approval of the Company's
Board of Directors.

            (s) Share: A share of Common Stock, $0.01 par value, of the Company
or any securities or rights into which such Share may be changed by reason of
any transaction or event of the type described in Section 9.

            (t) Trust: Any trust or trusts established by the Company as part of
the Plan; provided, however, that the assets of such trusts shall remain subject
to the claims of the general creditors of the Company.

            (u) Trustee: The trustee of the Trust, as designated from time to
time by the Board or Committee. Initially, the Trustee shall be Investors Bank &
Trust Company, Boston, MA.

                                       -3-
<PAGE>

      3. SHARES SUBJECT TO THE PLAN. Shares shall be issued or delivered under
this Plan as required to settle Deferred Shares. Shares issued or delivered in
settlement of Deferred Shares resulting from deferral of Restricted Stock Units
and Deferred Shares resulting from a any matching grant under Section 7 will be
drawn from and count against the shares reserved and available under the 2004
Equity Incentive Plan (or successor to such plan) in accordance with the terms
of such plan. Shares shall be reserved by the Company for delivery in connection
with Dividend Equivalents, and drawn for such purpose, out of authorized but
unissued shares, unless otherwise required to comply with applicable
requirements of the New York Stock Exchange. If any Deferred Shares are to be
credited at a time insufficient Shares remain available under the Company's
Certificate of Incorporation and treasury shares or under the 2004 Equity
Incentive Plan (or a successor), Deferred Cash shall be credited to the
Participant's Account rather than Deferred Shares. In such case, the Committee
may permit the reallocation of such Deferred Cash into Deferred Shares on a
one-time basis at such time as Shares have become available. Shares delivered
upon a distribution in settlement of Deferred Shares may be newly issued shares
or treasury shares, as determined by the Company's General Counsel.

      4. ADMINISTRATION.

            (a) Authority. The Administrator shall administer the Plan in
accordance with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the administration of
the Plan, to make all other determinations necessary or advisable for the
administration of the Plan, and to determine whether to terminate participation
of Participants, including Participants who engage in activities competitive
with or not in the best interests of the Company. Any actions of the
Administrator with respect to the Plan and determination in all matters referred
to herein shall be conclusive and binding for all purposes and upon all persons
including the Company, the Administrator and members of the committee serving as
such, Participants and employees, and their respective successors in interest
(subject to the Committee's authority to oversee any person acting under
delegated authority).

            (b) Delegation. The Administrator may appoint agents and delegate
thereto powers and duties under the Plan, except as otherwise limited by the
Plan. No member of the committee serving as Administrator shall be entitled to
act on or decide any matter relating solely to himself or herself or any of his
or her rights or benefits under the Plan. No bond or other security shall be
required in connection with the Plan of the Administrator or any member of the
committee serving as Administrator in any jurisdiction.

            (c) Limitation of Liability. The Administrator and each member of
any committee serving as Administrator shall be entitled to, in good faith, rely
or act upon any report or other information furnished to him or her by any
officer or other employee of the Company or any subsidiary or affiliate, the
Company's independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the
Company to assist in the administration of the Plan. To the maximum extent
permitted by law, no person acting for or on behalf of the Administrator, nor
any person to whom ministerial duties have been delegated under the Plan, shall
be liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan, except for the willful misconduct
or gross negligence of such member or person.

      5. PARTICIPATION. The Administrator shall determine those employees of the
Company and its subsidiaries and/or affiliates, from among the senior executives
of the Company who qualify as a select group of management or highly compensated
employees (for purposes of the Employee Retirement Income Security Act of 1974),
who will be eligible to participate in the Plan. Such persons shall be notified
of such eligibility by the Company's Vice President - Human Resources, subject
to the direction of the Administrator. A Participant in a given Plan Year shall
be eligible to participate in the next following Plan Year unless otherwise
notified prior to the beginning of the next following Plan Year. Persons
eligible to participate in the Plan in the initial Plan Year shall be those
executive officers identified on Exhibit A hereto.

                                       -4-
<PAGE>

      6. PARTICIPANT DEFERRALS. A Participant may elect to defer compensation as
specified in this Section 6.

            (a) Cash Compensation That May Be Deferred. Unless otherwise
determined by the Administrator, cash compensation that may be deferred under
the Plan includes earned amounts of salary, annual incentive (bonus), long-term
incentives payable in cash, and, to the extent specifically authorized by the
Administrator, other cash compensation (including any form of cash compensation
that the Participant would be permitted to defer under any Company 401(k) plan).
Amounts that may be deferred in a given Plan Year shall be up to 60% of salary
and, unless otherwise determined by the Administrator, up to 100% of cash
compensation other than salary. The minimum deferral of cash compensation shall
be the greater of 1% of cash compensation or $1,000 per Plan Year.

            (b) Equity Awards That May Be Deferred. To the extent specifically
authorized by the Administrator (and any governing body with authority over the
particular equity award plan), equity awards that may be deferred under the Plan
include Stock-denominated awards (including Stock payouts and other property) to
be received from the Company or a subsidiary or affiliate under the 2004 Equity
Incentive Plan (or successor to such plan). Such deferrals will result in the
crediting of a number of Deferred Shares equal to the number of shares of Stock
that would have been deliverable in the absence of deferral. Amounts that may be
deferred in a given Plan Year shall be, unless otherwise determined by the
Administrator, up to 100% of the deferrable types of awards. There is no minimum
deferral amount for equity award deferrals.

            (c) Vesting and Forfeiture of Participant Deferrals. Participant
deferrals of cash compensation shall be fully vested and non-forfeitable at the
time of deferral. This shall not result in the vesting of any incentive or other
award that is subject to vesting under an incentive plan. Rather, deferrals of
such amounts shall be deemed to occur for purposes of the Plan at the time such
payments vest under such other incentive plan. Equity awards likewise shall vest
and become non-forfeitable only in accordance with the terms of the applicable
plan and any other agreement or document governing such awards. For
administrative purposes, equity awards may be treated as deferred under the Plan
prior to such vesting, with the understanding that such awards shall remain
subject to the risk of forfeiture and all other terms of the equity award other
than distribution terms necessarily changed by virtue of the deferral of the
award under the Plan. Any acceleration of vesting of such awards shall be
governed by the terms and administration of the plan under which such equity
award was granted, and any such acceleration of vesting shall be permitted only
to the extent that it does not include or result in an acceleration of
distributions not otherwise permissible under Code Section 409A.

            (d) Elections.

        (i) Elections Irrevocable. Once an election form, properly completed, is
            received by the Company, the elections of the Participant shall be
            irrevocable; provided, however, that (i) the Administrator may in
            its discretion determine that elections are revocable until the
            deadline specified for the filing of such election; (ii) a
            Participant may elect a further deferral of amounts credited to a
            Participant's Account by filing a later election form in accordance
            with Section 6(e); (iii) a Participant may change distribution
            elections in accordance with Proposed Regulation 1-409A during any
            transition period permitted thereunder; (iv) deferral elections in a
            given Plan Year may be suspended if and to the extent permitted
            under Section 8(h); and (v) Participant may cease deferral elections
            in a given Plan to the extent required by the terms of the
            Employer's qualified 401(k) plan as it relates to a Participant's
            request for a hardship withdrawal from the 401(k) Plan.

        (ii) Date of Election. An election to defer compensation or awards
            hereunder must be received by the Administrator on or before any
            applicable deadline under Code Section 409A and on or before any
            earlier deadline date specified by or at the direction of the
            Administrator. Under no circumstances may a Participant defer
            compensation or awards to which the Participant has attained, at the
            time of deferral, a legally enforceable right to current receipt of
            such compensation or awards. Unless otherwise determined by the
            Administrator, the following election deadlines shall apply:

            -     Upon effectiveness of the Plan, eligible executive officers
                  who are not eligible to participate in any other 409A plan may
                  file an election to defer compensation up to 30 days after
                  such effectiveness, but such election shall be irrevocable
                  when filed and may not apply to compensation for services
                  performed prior to the filing of the election;

                                       -5-
<PAGE>

            -     At such time as an executive officer is first eligible to
                  participate in the Plan, such executive officer may file an
                  election to defer compensation up to 30 days after such first
                  eligibility, but such election shall be irrevocable when filed
                  and may not apply to compensation for services performed prior
                  to the filing of the election;

            -     An election may be filed on or before the last day of the
                  calendar year to defer any compensation that will be earned
                  entirely by services performed in the next year or thereafter;

            -     Any deadline for elections specified under the transition
                  rules in Proposed Treasury Regulation 1-409A-1 (transition
                  rules) shall apply to such elections, which may be made to the
                  fullest extent permitted thereunder; and

            -     Any election to defer performance-based compensation may, if
                  permitted under Section 409A(a)(4)(B)(iii), be filed no later
                  than six months before the end of the performance period,
                  provided that the performance period is at least 12 months in
                  length.

      (iii) Unique Plan Year Deferral Elections. Unless otherwise determined by
            the Administrator (and announced in advance), deferral elections
            filed with respect to a given Plan Year will not apply to
            compensation earned in a subsequent Plan Year.

            (e) Redeferral. A Participant will be permitted to elect to further
defer the distribution of the balance of his or her Account to the extent
permitted and in accordance with the requirements of Code Section 409A(a)(4)(C)
and Proposed Treasury Regulation 1-409A-2, including the requirement that (i) a
redeferral election may not take effect until at least 12 months after such
election is filed with the Company, (ii) an election to further defer a
distribution (other than a distribution upon death, disability or an
unforeseeable emergency) must result in the first distribution subject to the
election being made at least five years after the previously elected date of
distribution, and (iii) any redeferral election affecting a distribution at a
fixed date must be filed with the Company at least 12 months before the first
scheduled payment under the previous fixed date distribution election.

      7. EMPLOYER CONTRIBUTIONS.

(a) Employer Matching Contributions. Unless otherwise determined by the
Committee, the Company shall make Employer Matching Contributions to the Account
of each Participant at times determined by the Administrator. For each Plan
Year, the amount of Employer Matching Contributions under this Plan in respect
of a Participant shall be the amount that, together with any matching
contribution to the Participant's account under any 401(k) plan of the Company,
equals 100% of the aggregate of the Participant's contributions under such
401(k) plan plus deferrals of cash compensation under this Plan for the calendar
year up to a maximum of 6% of the Participant's compensation for the calendar
year. For this purpose, the Participant's deferrals and the Participant's
compensation shall include those types of compensation eligible for the
Participant to contribute under any such 401(k) plan plus 409A deferrals
(without regard to any limit on the amount of such compensation that may be
contributed under the 401(k) plan). Unless otherwise determined by the Committee
or Administrator, the Employer Matching Contribution shall be made only to a
Participant who has participated in any available Company 401(k) plan to the
maximum extent permitted in the applicable calendar year. The Committee may
determine the form of such Employer Matching Contributions (Deferred Cash or
Deferred Shares).

            (b) Employer Discretionary Contributions. Unless otherwise
determined by the Committee, the Company may make Employer Discretionary
Contributions to the Account of each Participant at such times and in such form
and amount as may be determined by the Committee. Employer Discretionary
Contributions shall be subject to such terms and conditions as may be specified
by the Committee. The Committee may determine the form of such Employer
Discretionary Contributions.

                                       -6-
<PAGE>

            (c) Vesting and Forfeiture of Employer Contributions. Employer
Matching Contributions shall be subject to forfeiture to the same extent and the
related matching contributions under the applicable 401(k) plan are forfeitable
(generally, upon specified terminations of employment before the Participant has
three years of service as measured under the terms of the applicable 401(k)
plan). Accordingly, Employer Matching Contributions to a Participant's Account
shall be deemed vested at such time as this risk of forfeiture has lapsed.
Employer Discretionary Contributions shall be subject to such risk of forfeiture
and vesting terms as shall be determined by the Committee. In addition to any
terms relating to acceleration under the applicable 401(k) plan (relating to
Employer Matching Contributions) and as specified by the Committee (relating to
Employer Discretionary Contributions), any acceleration of vesting of Employer
Contributions shall be permitted only to the extent that it does not include or
result in an acceleration of distributions not otherwise permissible under Code
Section 409A.

            (d) Elections. Any elections as to deferrals or redeferrals of
Employer Contributions shall be subject to the provisions of Sections 6(d) and
(e).

      8. TERMS AND CONDITIONS OF DEFERRALS AND SETTLEMENTS.

            (a) Establishment; Crediting of Amounts Deferred. The Company will
establish and maintain an Account for each Participant. The amount of
compensation or awards deferred with respect to each Account will be credited to
such Account as of the date on which such amounts would have been paid to the
Participant but for the Participant's election to defer receipt hereunder,
unless otherwise determined by the Administrator. With respect to any fractional
shares of Stock or Stock-denominated awards, the Administrator shall determine
whether to credit a fraction of a Deferred Share, to pay cash in lieu of the
fractional share or carry forward such cash amount under the Plan, round to the
nearest whole Deferred Share, round to the next whole Deferred Share, or round
down to eliminate the fractional Deferred Share or otherwise make provision for
the fractional Share. With respect to Cash Deferrals, amounts of hypothetical
income and appreciation and depreciation in value of such account will be
credited and debited to, or otherwise reflected in, such Account from time to
time. Unless otherwise determined by the Administrator (including under Section
8(e)), Deferred Cash shall be deemed invested in a hypothetical investment as of
the date of deferral.

            (b) Payment or Crediting of Dividend Equivalents. Whenever dividends
are paid or distributions made with respect to Shares, a Participant to whom
Deferred Shares are then credited hereunder shall be entitled to Dividend
Equivalents in an amount equal to the cash amount of the dividend paid or fair
value of property other than Shares distributed on a single Share multiplied by
the number of Deferred Shares (including any fractional Deferred Share) credited
to his or her Account as of the record date for such dividend or distribution.
Dividend Equivalents will be credited as a cash amount to the account maintained
for the Participant and converted into additional Deferred Shares at a date in
each calendar quarter on or after the dividend payment date, which conversion
date shall be designated by the Administrator. In the alternative, the Company
may elect to credit Dividend Equivalents as Deferred Cash (i.e., not deem them
reinvested in additional Deferred Shares) or vary the timing of any conversion
of Dividend Equivalents into additional Deferred Shares in order minimize the
administrative burden of reporting Participants' transactions on Form 4 under
Section 16 of the U.S. Securities Exchange Act of 1934 or otherwise to promote
the purposes and administrative efficiency of the Plan. In the case of a
dividend of Shares, an equal number of Deferred Shares will be credited to the
Participant's Account at the dividend payment date on each Deferred Share
credited to such Account at the record date. Any Deferred Shares or Deferred
Cash resulting under this Section 8(b) shall be subject to the same terms and
date of distribution in all cases as the Deferred Shares to which the Dividend
Equivalents related. In the case of Deferred Shares relating to an equity award,
the method and terms of crediting Dividend Equivalents may be modified to
conform to the method and terms of such crediting under the Plan or award
agreement governing the equity award.

            (c) Notional Investments of Deferred Cash. Amounts of hypothetical
income and appreciation and depreciation in value of Deferred Cash will be
credited and debited to, or otherwise reflected in, the Participant's Account
from time to time.

                                       -7-
<PAGE>

      (i)   Subject to other applicable provisions of the Plan, Deferred Cash
            shall be deemed to be invested, at the Participant's direction, in
            one or more notional investment vehicles (i.e., hypothetical
            investments) from a list of permitted notional investments specified
            from time to time by the Administrator. Subject to any rules and
            restrictions as the Administrator may specify, a Participant may
            reallocate Deferred Cash out of one notional investment vehicle and
            into another, except that Deferred Cash may not be reallocated into
            Deferred Shares. Amounts allocated out of one notional investment
            and into another shall be based on the fair market value of such
            notional investment at the reallocation date (or as near as
            practicable to the reallocation date, as determined by the
            Administrator), except as otherwise provided under Section 8(e).

      (ii)  The Administrator may change or discontinue any notional investment
            vehicle available under the Plan in its discretion; provided,
            however, that each affected Participant shall be given the
            opportunity to reallocate his or her Deferred Cash previously deemed
            invested in a discontinued notional investment among the other
            notional investment vehicles.

            (d) No Reallocation of Deferred Shares. Amounts credited as Deferred
Shares to a Participant's Account may not be reallocated or deemed reinvested in
any other notional investment vehicle, but shall remain as Deferred Shares until
such time as the Account is distributed in accordance with Section 7(e).

            (e) Trusts. The Administrator may, in its discretion, establish one
or more Trusts (including sub-accounts under such Trust(s)), and deposit therein
amounts of cash, Stock, or other property not exceeding the amount of the
Company's obligations with respect to a Participant's Account. In such case, the
provisions of Section 8(a) notwithstanding, the amounts of hypothetical income
and appreciation and depreciation in value of such Account shall be equal to the
actual income on, and appreciation and depreciation of, the assets in such
Trust(s). Other provisions of this Section 8(e) notwithstanding, the timing of
allocations and reallocations of assets in such an Account, and the investment
vehicles available with respect to the Deferred Cash portion of the Account, may
be varied to reflect the timing of actual investments of the assets of such
Trust(s) and the actual investments available to such Trust(s).

            (f) Form of Distributions. The Company will distribute a
Participant's Account, and discharge all of its obligations to pay deferred
compensation under the Plan with respect to such Account, as follows:

      (i)   With respect to a Deferred Cash balance, payment of cash; provided,
            however, that if the Company owns fully liquid assets that match a
            Participant's notional investment in the Account at the time of
            distribution, the Administrator may authorize the distribution of
            those assets so long as such distribution represents a payment of
            value to the Participant comparable to cash and does not otherwise
            result in adverse tax or other consequences to the Participant;

      (ii)  with respect to Deferred Shares, by delivery of one Share for each
            Deferred Share then being distributed.

            (g) Timing of Distributions. Except to the extent distribution
alternatives may be limited under applicable law or upon a determination by the
Administrator, distributions of a Participant's Account will be made in a single
lump sum or in annual installments the latest of which is not more than ten
years after Participation's termination of service due to Retirement or five
years after commencement of installment distributions at any other date, with
such distributions commencing at either

                  -     a fixed date elected by the Participant

                  -     a date fixed in relation to the termination of the
                        Participant's service as an employee of the Company
                        (including upon Participant's Disability)

                  -     at a date fixed in relation to a Change in Control

                  -     upon the Participant's death

                  -     in connection with an unforeseeable emergency under
                        Section 8(h).

                                       -8-
<PAGE>

Separation from service for any reason other than Retirement, Disability or
death, will result in an automatic lump sum distribution; as will a Change-in
Control of the Company if such election has been made at the time of the
Participant's initial deferral election, provided that, notwithstanding such
deferral election, the delivery of such lump sum payment to Participant may be
delayed by the Company to the extent necessary to comply with Section 409A of
the Code.

Unless limited by the Administrator, distributions may be elected differently by
Participant for different subaccounts, and distributions may be elected at the
earlier of or later of permitted distribution dates. If installments have been
elected but the Participant's Account balance is less than $10,000 in value
(including both Deferred Cash and Deferred Shares) at the date of the first
installment, the Account will instead be paid as a single lump sum.

            (h) Unforeseeable Emergency. In the event a Participant has an
unforeseeable emergency, as defined under Code Section 409A, the Participant
will be permitted to receive an unscheduled distribution of his Account, to the
extent permitted under Section 409A.

      9. ADJUSTMENTS.

      The Administrator shall adjust the number of Deferred Shares credited to
each Participant and the kind of Shares deliverable in settlement thereof as
determined in good faith in its sole discretion in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, extraordinary dividend of cash or other property, stock split,
reverse stock split, combination of shares, recapitalization or other change in
the capital structure of the Company, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing (in each case taking into account any
Dividend Equivalents credited to a Participant in connection with such
transaction). The Administrator retains discretion under the Plan to provide for
alternative treatment of fractional Deferred Shares, in order to promote
efficient administration of the Plan. In addition, the Committee shall retain
the authority to terminate deferrals under the Plan during the 12-month period
following a Change in Control, to the fullest extent permitted under Section
409A.

      10. COMPLIANCE WITH CODE SECTION 409A.

      Other provisions of this Plan notwithstanding, deferrals under this Plan
shall comply with the requirements under Code Section 409A and, in accordance
with U.S. federal income tax laws and Treasury Regulations (including proposed
regulations) as presently in effect or hereafter implemented, (i) if the timing
of any distribution under this Plan would result in a Participant's constructive
receipt of income or tax penalties prior to such distribution, the distribution
will be the earliest date after the specified payment date that distribution can
be effected without resulting in such constructive receipt; (ii) the Company
shall have no authority to accelerate any payment hereunder except as permitted
under Section 409A and regulations thereunder; and (iii) any rights of the
Participant or retained authority of the Company with respect to deferrals
hereunder shall be automatically modified and limited to the extent necessary so
that the Participant will not be deemed to be in constructive receipt of income
relating to the deferrals prior to the payment and so that the Participant shall
not be subject to any penalty under Section 409A.

      11. INVESTMENT RISK OF NOTIONAL INVESTMENTS.

      The amount distributable in settlement of a Participant's Account will
equal the value of the Account (or distributable portion thereof) at the time of
distribution. The value of an Account will vary over time based on the changes
in value and investment returns of the notional investments in which the Account
balance is deemed invested. The Company will not guarantee the value of the
Account, and thus the amount distributable from the Account may be less than the
amounts originally deferred. The Plan permits the Participant to freely choose
the amount and timing of the deferrals, whether cash deferrals will be deemed
invested in Deferred Shares or Deferred Cash, and the notional investments for
portions of

                                       -9-
<PAGE>

deferrals in the form of Deferred Cash. The Company, its subsidiaries and
affiliates, and its and their directors, officers, stockholders, employees and
agents, have not and will not advise a Participant with respect to whether or
how much to defer under the Plan, whether to defer as Deferred Shares or
Deferred Cash, and whether Deferred Cash should be deemed invested in any
particular notional investment. A Participant will bear the full risk with
respect to these decisions and with respect to any decline in the value of
Deferred Shares or notional investments relating to Deferred Cash and any
failure of these investments to appreciate at a rate deemed satisfactory by the
Participant. The Participant will be solely responsible for determining the
suitability of such notional investments. The Company recommends that each
Participant consult with his or her own investment advisors regarding investment
decisions with respect to the Account.

      12. GENERAL PROVISIONS.

            (a) Successors and Assigns. All obligations of the Company under the
Plan shall be binding on any successor of the Company. The Plan shall be binding
on all successors and assigns of a Participant, including without limitation,
the estate of a Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors, or any designated beneficiary.

            (b) Amendments and Termination. The Plan may be amended from time to
time by the Board or the Administrator; provided, however, that the
Administrator may not amend the Plan without Board approval if such amendment
would broaden eligibility, materially increase benefits to Participants or the
cost of the Plan to the Company, or require shareholder approval under
applicable law or stock exchange rules. The Administrator may amend any
agreement or otherwise take action that would affect a Participant's Account or
rights hereunder, provided that no such amendment or action may materially
adversely affect a Participant's rights without the consent of the Participant.

            (c) Nontransferability of Awards. Rights of a Participant relating
to his or her Account shall not be transferable or assignable by the Participant
otherwise than by will or the laws of descent and distribution, or in accordance
with a beneficiary designation in effect at the time of the Participant's death.

            (d) Statements. The Administrator will furnish statements, at least
once each calendar year, to each Participant reflecting the amounts credited to
a Participant's Accounts, transactions therein since the date reported on in the
last previous statement, and other information deemed relevant by the
Administrator.

            (e) Nonexclusivity of the Plan. The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of the
Board or Committee to adopt such other compensatory arrangements as it may deem
desirable.

            (f) No Right to Continued Employment. The Plan shall not confer upon
any Participant any right with respect to continuance as an employee or
otherwise in service to the Company, nor shall it interfere in any way with any
right the Company would otherwise have to terminate a Participant's service at
any time.

            (g) Legal Compliance. The Company shall have no obligation to settle
any Participant's Account until all legal and contractual obligations of the
Company relating to establishment of the Plan and such settlement shall have
been complied with in full. In addition, the Company shall impose such
restrictions on Shares delivered to a Participant hereunder and any other
interest under the Plan constituting a security as it may deem advisable in
order to comply with the Securities Act of 1933, as amended, the requirements of
the New York Stock Exchange or any other stock exchange or automated quotation
system upon which the Shares are then listed or quoted, any provision of the
Company's Certificate of Incorporation or By-laws, or any other law, regulation,
or binding contract to which the Company is a party.

            (h) Choice of Law. This Plan and all related agreements and
elections shall be construed in accordance with and governed by the laws of the
Montana, without regard to principles of conflict of laws, and applicable
federal law.

                                      -10-
<PAGE>

            (i) Tax Withholding. The Company and any subsidiary or affiliate
shall have the right to deduct from amounts otherwise payable by the Company or
any subsidiary or affiliate to the Participant, including compensation not
subject to deferral as well as amounts payable hereunder in settlement of the
Participant's Account, any sums that federal, state, local or foreign tax law
requires to be withheld with respect to the deferral of compensation hereunder,
transactions affecting the Participant's Account, and payments in settlement of
the Participant's Account, including FICA, Medicare and other employment taxes.
Shares may be withheld to satisfy such obligations in any case where taxation
would be imposed upon the delivery of shares, except that shares issued or
delivered under any plan, program, employment agreement or other arrangement may
be withheld only in accordance with the terms of such plan, program, employment
agreement or other arrangement and any applicable rules, regulations, or
resolutions thereunder.

            (j) Right of Setoff. The Company or any subsidiary may, to the
extent permitted by applicable law, deduct from and set off against any amounts
the Company or a subsidiary may owe to the Participant from time to time,
including amounts payable in connection with Participant's Account, owed as
wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, although the
Participant shall remain liable for any part of the Participant's payment
obligation not satisfied through such deduction and setoff; provided, however,
that this setoff may occur only at the date on which the amount would otherwise
be distributed to the Participant (as required to satisfy Section 409A). By
electing to participate in the Plan and defer compensation hereunder, the
Participant agrees to any deduction or setoff under this Section 12(j).

            (k) Receipt and Release. Payments (in any form) to any Participant
or Beneficiary in accordance with the provisions of the Plan shall, to the
extent thereof, be in full satisfaction of all claims for the compensation or
awards deferred and relating to the Account to which the payments relate against
the Company or any subsidiary or affiliate, and the Administrator may require
such Participant or Beneficiary, as a condition to such payments, to execute a
receipt and release to such effect. In the case of any payment under the Plan of
less than all amounts then credited to an account in the form of Deferred
Shares, the amounts paid shall be deemed to relate to the Deferred Shares
credited to the account at the earliest time.

            (l) Unfunded Status. The Plan is intended to constitute an
"unfunded" plan for deferred compensation and Participants shall rely solely on
the unsecured promise of the Company for payment hereunder. With respect to any
payment not yet made to a Participant under the Plan, nothing contained in the
Plan shall give a Participant any rights that are greater than those of a
general unsecured creditor of the Company; provided, however, that the
Administrator may authorize the creation of Trusts, including but not limited to
the Trusts referred to in Section 8 hereof, or make other arrangements to meet
the Company's obligations under the Plan, which Trusts or other arrangements
shall be consistent with the "unfunded" status of the Plan.

            (m) Effectiveness of the Plan and Plan Termination. The Plan shall
become effective as of FEBRUARY 1, 2006. The Plan will terminate at such time as
may be determined by the Board, subject to applicable provisions of Section
409A.

                                      -11-
<PAGE>

                                                                       Exhibit A

                            STILLWATER MINING COMPANY

                  409A NONQUALIFIED DEFERRED COMPENSATION PLAN

          EXECUTIVE OFFICERS ELIGIBLE TO PARTICIPATE IN 2006 PLAN YEAR

McAllister, Francis R.  Chairman of the Board and Chief Executive Officer
Lang, Stephen A.        Executive Vice President and Chief Operating Officer
Wing, Gregory A.        Vice President and Chief Financial Officer
Stark, John R.          Vice President, Human Resources, Secretary and General
                        Counsel
Ackerman, Terrell I.    Vice President, Planning and Processing Operations

                                      -12-