409A NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.3

STILLWATER MINING COMPANY

409A NONQUALIFIED DEFERRED COMPENSATION PLAN
(As Amended and Restated February 15, 2008)

Exhibit 10.3

STILLWATER MINING COMPANY

409A NONQUALIFIED DEFERRED COMPENSATION PLAN
(As Amended and Restated January 18, 2008)

STILLWATER MINING COMPANY

409A NONQUALIFIED DEFERRED COMPENSATION PLAN
(As Amended and Restated February 15, 2008)

      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 of the Company or in ownership of a substantial portion of the Company’s assets within the meaning of 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.

          (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: A Participant’s becoming “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 successor to such plan).

          (r) Retirement: A Participant’s voluntary termination of employment at or after attaining age 65 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.

          (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. 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 successor to such plan), 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.

      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 .