STILLWATER MINING CO /DE/
5TH AMENDMENT TO PALLADIUM & PLATINUM SALES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d19593exv10w1.txt
<DESCRIPTION>5TH AMENDMENT TO PALLADIUM & PLATINUM SALES AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                            FIFTH AMENDMENT AGREEMENT
                                       TO
                     PALLADIUM AND PLATINUM SALES AGREEMENT


         THIS FIFTH AMENDMENT AGREEMENT (this "Amendment") is made and entered
into as of this 4th day of May 2004 by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 536 East Pike Avenue, Columbus, MT 59019
("SMC"), and FORD MOTOR COMPANY, a Delaware corporation, whose address is 15700
Lundy Drive, Suite 203, Dearborn, Michigan 48126 ("Ford").

         SMC and Ford are parties to a Palladium and Platinum Sales Agreement
dated as of August 13, 1998 (as amended by the First Amendment Agreement dated
as of October 27, 2000; by the Second Amendment Agreement dated as of March 27,
2001; by the Third Amendment Agreement dated as of March 13, 2002; and by the
Fourth Amendment Agreement dated as of February 20, 2003, the "Original
Contract," and, as the same may be amended from time to time, the "Agreement").
[***]

         Accordingly, the parties hereto agree as follows:

SECTION 1.  Definitions; Interpretation.

            (a) Terms Defined in Agreement. All capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Agreement.

            (b) Interpretation. Headings in this Amendment are for convenience
of reference only and are not part of the substance hereof.

SECTION 2.  Amendments to the Agreement.

            (a) Amendments. The Agreement shall be amended as follows, effective
for deliveries made subsequent to May 1, 2004 (except that the amendment set
forth in subsection (viii) shall be effective upon execution of this Amendment),
and upon satisfaction of the conditions set forth in Section 3:

                (i) The definition of "[***]" in Section 1 of the Agreement
shall be amended by deleting it in its entirety and by substituting the
following therefor:

                [***]


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                (ii) The definition of "Pricing Month" in Section 1 of the
Agreement shall be amended by deleting it in its entirety and by substituting
the following therefor:

                "Pricing Month means the month prior to delivery during which
pricing is determined pursuant to Section 4 of this Agreement."

                (iii) The definition of "[***]" in Section 1 of the Agreement
shall be deleted in its entirety.

                (iv) The definition of "[***]" shall be deleted and replaced by
the following definition of the London AM Fix:

                [***]

                (v) Section 3 of the Agreement shall be amended by deleting the
first paragraph thereof in its entirety and by substituting the following
therefor:

                [***]

                (vi) Section 3 of the Agreement shall be amended by deleting
subsection (b) thereof in its entirety and by substituting the following
therefor:

                [***]

                (vii) Section 3 of the Agreement shall be amended by deleting
subsection (c) thereof in its entirety and by substituting the following
therefor:

                "(c) Notification of Estimated Annual Production and of Actual
Monthly Production. Not later than December 15th prior to each Contract Year,
SMC shall, for informational purposes only, notify Ford in writing of the
Estimated Annual Production for such Contract Year. Not later than the last
Business Day of the calendar month during which actual production occurs, SMC
shall notify Ford in writing of its Actual Monthly Production for such



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month, which amount will be priced during such month of production (i.e. over
the Pricing Month) and released to the Delivery Point on the twentieth day
following the Pricing Month (of if such day is not a Business Day, on the next
following Business Day). Ford and SMC will verify actual production amounts by
reference to production data set forth in SMC's Quarterly Reports on Form 10-Q,
filed with the Securities and Exchange Commission (the "SEC"). Ford shall have
the right to request from SMC statements from SMC's third party refiners to
verify Actual Monthly Production amounts.

                By way of example, for delivery of Metal on January 20, 2004,
SMC will notify Ford of the Actual Monthly Production for the month of December
2003 on December 31, 2003 and the Metal will be priced from December 1, 2003 to
December 31, 2003, and delivered to Ford on January 20, 2004. "

                (viii) Section 5 of the Agreement shall be amended by deleting
the first sentence of the first paragraph thereof in its entirety and by
substituting the following therefor:

                Section 5. Payment Terms. Within 5 Business Days after the end
of each Pricing Month, SMC will notify Ford in writing via facsimile as to the
formula-based pricing computations set forth in Section 4 above for the actual
quantities of Metal to be delivered by SMC pursuant to this Agreement on the
twentieth day following the applicable Pricing Month (or if such day is not a
Business Day, on the next following Business Day).

            (b) References Within Agreement. Each reference in the Agreement to
"this Agreement" and the words "hereof," "herein," "hereunder," or words of like
import, shall mean and be a reference to the Agreement as amended by this
Amendment.

SECTION 3.  Conditions of Effectiveness. The effectiveness of Section 2 of this
Amendment shall be subject to the satisfaction of the following condition
precedent:

            (a) Agreement. SMC and Ford shall have each received a signed
counterpart of this Amendment, or a facsimile copy thereof, signed by the other
party hereto.

SECTION 4.  Miscellaneous.

            (a) Agreement Otherwise Not Affected. Except as expressly amended
pursuant hereto, the Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects.

            (b) No Reliance. Each party hereto hereby acknowledges and confirms
to the other that such party is executing this Amendment on the basis of its own
investigation and for its own reasons without reliance upon any agreement,
representations, understanding or communication by or on behalf of any other
Person.

            (c) Binding Effect. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by each party hereto and their respective
successors and assigns.

            (d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW


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YORK UPON THE SAME TERMS AND CONDITIONS AS THOSE SET FORTH IN SECTION 26 OF THE
AGREEMENT.

            (e) Complete Agreement; Amendments. This Amendment contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes to the extent
inconsistent all prior commitments, drafts, communications, discussions and
understandings, oral or written, with respect thereto. This Amendment may not be
modified, amended or otherwise altered except in accordance with the terms of
Section 24 of the Agreement.

            (f) Severability. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
all applicable laws and regulations. If, however, any provision of this
Amendment shall be prohibited by or invalid under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so modified, it shall be ineffective and invalid only to
the extent of such prohibition or invalidity without affecting the remaining
provisions of this Amendment, or the validity or effectiveness of such
provisions in any other jurisdiction.

            (g) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.

                        [SIGNATURES FOLLOW ON NEXT PAGE]





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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, as of the date first above written.


STILLWATER MINING COMPANY                   FORD MOTOR COMPANY


By:    /s/ John R. Stark                    By:    /s/ Jeff Engez
Name:  John R. Stark                        Name:  Jeff Engez
Title: Vice President                       Title: Executive Director American
                                                   Purchasing



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