EXECUTIVE COMPENSATION AND OTHER COMPENSATION INFORMATION

                                                                                      LONG-TERM
                                          ANNUAL COMPENSATION                    COMPENSATION AWARDS
                                    --------------------------------   ---------------------------------------
                                                           OTHER       SECURITIES
                                                           ANNUAL      UNDERLYING                  ALL OTHER
                                    SALARY     BONUS    COMPENSATION    OPTIONS      RESTRICTED   COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR     ($)       ($)        ($)(1)         (#)          STOCK       ($)(2)(3)
---------------------------  ----   -------   -------   ------------   ----------    ----------   ------------
Francis R. McAllister(4)...  2001   464,065        --          --        85,000(9)     11,823        10,827
  Chairman and Chief
  Executive Officer
Harry C. Smith(5)..........  2001   300,691        --          --        35,000(5)      5,104(5)        684
  President and Chief        2000   253,325   148,195      60,172        10,000            --           684
  Operating Officer          1999    79,487    33,330      40,841        40,000            --           228
James A. Sabala............  2001   200,446        --      98,153        15,000         3,802        10,884
  Vice President and Chief   2000   182,000    59,105          --        17,000            --        10,109
  Financial Officer          1999   182,083    91,250          --        45,000            --        10,389
Robert M. Taylor(6)........  2001   185,654        --          --        10,000         2,604        10,884
  Vice President, East       2000    99,999    27,075       4,992        15,000            --         3,081
  Boulder Mine Operations
Ronald W. Clayton(7).......  2001   185,339        --      40,952         6,250         2,604        10,884
  Vice President,            2000    65,411    16,922      35,922        15,000            --         3,342
  Stillwater Mine
  Operations
William E. Nettles(8)......  2001    45,430        --          --            --            --       616,179
  Chairman and Chief         2000   360,000   145,000          --        80,000            --        11,184
  Executive Officer          1999   360,000   180,000      21,178       150,000            --        10,389

(1) Amount includes reimbursement in 2001 for relocation expenses of $21,178 for Mr. Nettles in 1999; $60,172 and $40,841 for Mr. Smith in 2000 and 1999; $98,153 for Mr. Sabala in 2001; $4,922 for Mr. Taylor in 2000; and $35,922 for Mr. Clayton in 2000 and $40,952 in 2001.

(2) Amounts include life insurance premium payments during 2001 of $627 for Mr.
McAllister, $114 for Mr. Nettles, $684 for Messrs. Smith, Sabala, Taylor and Clayton.

(3) Amounts include 401(k) matching contributions made by the Company during 2001 of $2,125 for Mr. Nettles and $10,200 for Messrs. McAllister, Sabala, Taylor and Clayton.

(4) Mr. McAllister was appointed as an executive officer on February 12, 2001. 2001 compensation amounts represent compensation for February 12 to December 31, 2001. See "Employment Agreements."

(5) Mr. Smith was appointed as an executive officer on September 1, 1999. 1999 compensation amounts represent compensation for September 1 through December 31, 1999. Mr. Smith received 5,104 shares of Restricted Stock based upon his performance in 2001. Mr. Smith resigned as an executive officer on January 8, 2002. Includes 23,334 stock options which were forfeited when Mr. Smith resigned from the Company.

(6) Mr. Taylor was appointed as an executive officer on May 9, 2000. 2000 compensation amounts represent compensation for May through December 31, 2000.

(7) Mr. Clayton was appointed as an executive officer on July 14, 2000. 2000 compensation amounts represent compensation for July through December 31, 2000.

(8) Mr. Nettles resigned as an executive officer and director of the Company on February 12, 2001. See "Employment Agreements." The amounts listed under "Salary" represent compensation for January 1

through February 12, 2001. The "other compensation" amount of $616,179, is comprised of (i) $2,125 in employer matching contributions to his 401(k) plan between January 1 and February 12, 2001, (ii) a $482,771 payment pursuant to his retirement agreement, representing two years' salary and bonus (See "Employment Agreements"), (iii) $90,000 in lieu of notice, (iv) $20,769 in lieu of accrued vacation, (v) $20,400 in lieu of employer matching 401(k) contributions with respect to the period between February 12, 2001 and February 12, 2004 and (vi) $114 in life insurance premiums.

(9) Includes options to acquire 10,000 shares received upon his appointment as a non-employee director, before he was appointed as an executive officer of the Company.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Messrs. McAllister, Sabala, Clayton and Taylor. The Company also had (x) an employment agreement with Mr. Smith and (y) a letter agreement with Mr. Nettles, under which Mr. Nettles receives certain severance payments and benefits since his retirement from the Company.

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

- an annual base salary of $500,000;

- a performance-based cash bonus to be determined by the Board, with a target of 50% of base salary, a maximum of which is 100% of base salary and with no guaranteed minimum payment; and

- the grant of an option to purchase 75,000 shares of Common Stock, of which 25,000 shares become exercisable on each of February 12, 2002, 2003 and 2004.

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

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

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

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

- accelerated vesting of any unvested stock options.

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

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

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

- full vesting of options, with the options remaining exercisable for a period of ten years from the grant date.

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

JAMES A. SABALA. Mr. Sabala's employment agreement became effective on July 17, 2001 and had an initial term ending on December 31, 2001. The agreement is to be continued from year to year unless altered or terminated; provided that, following a change of control (as defined in the agreement), the term will continue for no less than 24 additional months. The agreement provides for:

- an initial base salary of $200,000;

- a performance-based cash bonus to be determined by the Board, with a target of 35% of base salary and a cap of 70% of base salary; and

- a relocation reimbursement of $98,152.

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

- a pro rata portion of the target bonus for the year in which their termination occurs;

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

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

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

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

- continued participation in the Company's employee benefit plans and policies for a period of 24 months or until he receives similar coverage for subsequent employment.

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

RONALD W. CLAYTON AND ROBERT M. TAYLOR. The agreements of Messrs. Clayton and Taylor each became effective on July 17, 2001 and had initial terms ending on December 31, 2001. The terms are to be continued from year to year unless altered or terminated; provided that, following a change of control, the

terms will continue for no less than 24 additional months. The agreements entitle each of Messrs. Clayton and Taylor to receive:

- an initial base salary of $185,000; and

- a performance-based cash bonus to be determined by the Board, with a target of 30% of base salary and a cap of 60% of base salary.

If the Company terminates either executive's employment without cause or if they resign voluntarily for good reason, at any time other than within two years following a change of control, such executive is entitled to:

- an amount equal to the sum of his annual base salary and target annual bonus, each as in effect as of the date of his termination. This amount will be paid in equal installments over 12 months from the date of termination.

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

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

- continued participation in all employee benefit plans and policies for a period of 18 months or until he receives similar coverage from a subsequent employer.

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

WILLIAM E. NETTLES. Mr. Nettles served as the Company's Chairman and Chief Executive Officer from August 1997 until his resignation on February 12, 2001. Mr. Nettles no longer serves as an officer or director of the Company. The Company entered into a letter agreement with Mr. Nettles which provided for Mr. Nettles' retirement from employment with the Company and resignation from the Board, effective February 12, 2001. Mr. Nettles' agreement provides that he will receive certain benefits and payments, including:

- vesting of all previously granted but unvested options;

- up to $50,000 in post-employment placement services;

- 24 months of medical benefits and life insurance;

- a total of $1,335,400 in severance, previously earned bonus and other payments; and

- up to $5,000 in attorney's fees for the negotiation of the agreement.

The letter agreement also requires the Company to continue to provide director's, officer's and corporate liability insurance to Mr. Nettles to the extent provided to other current and former directors and officers of the Company.

In consideration of these benefits and payments, Mr. Nettles executed a release in favor of the Company with respect to all rights, claims and causes of action arising on or before the date of the agreement. The Company released Mr. Nettles from all claims related to his employment with the Company.

The non-competition and confidentiality provisions of Mr. Nettles' employment agreement remain in effect. These provisions provide that (a) for one year following his cessation of employment with the Company, Mr. Nettles will not, without the Company's written permission, compete with Company and

(b) for three years following his cessation of employment with the Company, Mr. Nettles will not use for his own benefit, or without the Company's written permission disclose to any person, any of the Company's confidential information or trade secrets which were obtained by him while employed by the Company.

Prior to his retirement, Mr. Nettles' employment was governed by an employment agreement with the Company, which became effective on August 10, 1998. The agreement had an initial term ending on December 31, 2000, which was extended until his retirement. The agreement was terminable by the Company or Mr. Nettles upon 90 days' notice.

Under the agreement, Mr. Nettles was entitled to receive:

- an initial base salary of $325,000, subject to adjustment;

- a performance based cash bonus in an amount to be determined by the Board (the target of which was 50% of base salary and a cap of 100% of base salary);

- options to purchase 80,000 shares of Common Stock; and

- employee benefits.

If the Company had terminated Mr. Nettles' employment without cause or if he had resigned voluntarily for good reason, at any time other than within two years following a change of control, Mr. Nettles would have been entitled to:

- an amount equal to his annual base salary plus his target bonus;

- continued employee benefits for a three-year period following the date of termination, if such termination occurred within the initial employment term, and for a two-year period following the date of termination if such termination occurred after the initial employment term; and

- any previously unvested options or restricted stock held by Mr. Nettles would immediately vest.

In the event of a change of control of the Company, if the Company had terminated Mr. Nettles without cause, or Mr. Nettles resigned for good reason, within two years of the change of control, Mr. Nettles would have been entitled to:

- receive 300% of his annual base salary and 300% of the higher of (x) his target bonus or (y) his annual bonus paid or payable for the most recently completed fiscal year during his employment, in a lump sum; and

- a continuation of employee benefits for three years and any accrued compensation or unreimbursed expenses.

The employment agreement also contained a customary nondisclosure covenant, a one-year covenant not to compete and an agreement by the Company to use commercially reasonable efforts to obtain and maintain customary directors' and officers' liability insurance covering Mr. Nettles. Under the employment agreement, the Board agreed to use its reasonable best efforts to cause Mr. Nettles to be elected to serve as a director.

HARRY C. SMITH. Mr. Smith's employment agreement became effective on July 17, 2001 and had an initial term which ended on December 31, 2001. Mr. Smith resigned as an executive officer of the Company on January 8, 2002. Mr. Smith's agreement provided for:

- an initial base salary of $300,000; and

- a performance-based cash bonus to be determined by the Board, with a target of 40% of base salary and a cap of 80% of base salary.

If the Company had terminated Mr. Smith's employment without cause or if he had resigned voluntarily for good reason, at any time other than within two years following a change of control, Mr. Smith would have been entitled to:

- a pro rata portion of the target bonus for the year in which his termination occurred;

- an amount equal to the sum of his annual base salary and target annual bonus, each as in effect as of the date of his termination. This amount would have been paid in equal installments over 12 months from the date of termination; and

- continued participation in the Company's employee benefit plans and policies for a period of 12 months or until he received similar coverage from a subsequent employer.

If the Company had terminated Mr. Smith's employment without cause, or if Mr. Smith resigned for good reason, within two years of the change of control, Mr. Smith would have been entitled to:

- a lump sum cash payment equal to 2 times the sum of (x) of his annual base salary at a rate in effect immediately prior to the change of control or on the date of termination, and (y) his target bonus in effect immediately prior to the change of control or on the termination date, whichever was higher; and

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

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

STEPHEN V. KEARNEY. On January 21, 2002, the Company retained Mr. Kearney, a member of its Board, as an advisor of the Company to provide operational oversight and to assist the Company in its efforts to increase productivity and reduce operating costs and capital. The Company has agreed to pay Mr. Kearney's living and moving expenses and reimburse him for meals. The Company's arrangement with Mr. Kearney provides for:

- an annual retainer of $150,000 payable in 12 monthly installments;

- a performance-based cash bonus to be determined by the Board, with a target of 40% of the retainer and a cap of 80% of the retainer; and

- options to purchase 40,000 shares of Common Stock.

Mr. Kearney will be required to agree to a customary nondisclosure covenant effective during his term and for 12 months after termination of the agreement. The Company will also provide Mr. Kearney with customary directors' and officers' liability insurance.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and executive officers and persons who own more than 10% of a registered class of the Company's equity securities to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Based solely on its review of copies of the Section 16(a) reports and written representations the Company has received, the Company believes that during 2001, all of its directors, executive officers and greater than 10% beneficial owners had timely filed all required reports.

                                NUMBER OF    % OF TOTAL                             POTENTIAL REALIZED VALUE AT
                                SECURITIES    OPTIONS                                 ASSUMED ANNUAL RATES OF
                                UNDERLYING   GRANTED TO                            STOCK PRICE APPRECIATION FOR
                                 OPTIONS     EMPLOYEES    EXERCISE                        OPTION TERM(3)
                                 GRANTED     IN FISCAL      PRICE     EXPIRATION   -----------------------------
NAME                              (#)(1)        YEAR      ($/SH)(2)      DATE           5%              10%
----                            ----------   ----------   ---------   ----------   -------------   -------------
Francis R. McAllister.........    75,000       14.51%      $35.10      11/02/12     $1,655,565      $4,195,527
                                  10,000        1.93%      $38.76      11/01/09       $243,760        $617,735
Harry C. Smith................    35,000(4)     6.77%      $37.97      01/01/11       $835,770      $2,118,004
James A. Sabala...............    15,000        2.90%      $37.97      01/01/11       $358,187        $907,716
Robert M. Taylor..............    10,000        1.93%      $37.97      11/01/11       $238,791        $605,144
Ronald W. Clayton.............     6,250        1.21%      $37.97      11/01/11       $149,245        $378,215
William E. Nettles............    80,000(5)    19.13%      $30.44      01/14/10     $1,531,358      $3,880,763

(1) The options vest and become exercisable in three equal annual installments on the anniversary date of the date of grant, subject, in the case of Mr. Nettles, to accelerated vesting which occurred upon his retirement from service to the Company as set forth in his letter agreement dated February 12, 2001.

(2) The exercise price for each grant is equal to 100% of the fair market value of a share of Common Stock on the date of grant.

(3) Assumed values result from the indicated prescribed rates of stock price appreciation through the expiration date. The actual value of these option grants is dependent on the future performance of the Common Stock.

(4) Includes 23,334 stock options which were forfeited when Mr. Smith resigned from the Company on January 8, 2002.

(5) Mr. Nettles received these options in 2001 with respect to services performed in 2000. Such options were also disclosed in the Company's 2001 Proxy Statement.

                                                        NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                       SHARES ACQUIRED    VALUE        UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS
                         ON EXERCISE     REALIZED       OPTIONS AT 12/31/01                  AT 12/31/01
NAME                         (#)           ($)      EXERCISABLE/UNEXERCISABLE(1)   EXERCISABLE/UNEXERCISABLE(1)(2)
----                   ---------------   --------   ----------------------------   -------------------------------
Francis R.
  McAllister.........          --              --          10,000/75,000                           $0/$0
William E. Nettles...      14,283        $224,957              478,576/0                     $938,592/$0
Harry C. Smith.......          --              --               44,998/0                           $0/$0
James A. Sabala......          --              --          80,666/41,334                      $80,624/$0
Robert M. Taylor.....          --              --           5,000/20,000                           $0/$0
Ronald W. Clayton....          --              --           5,000/16,250                           $0/$0

(1) All the vesting and exercisability of all options held by Mr. Nettles accelerated upon his retirement from service to the Company as set forth in his letter agreement dated February 12, 2001.

(2) Amounts shown in this column represent the market value of the underlying Common Stock at December 31, 2001 of $18.50 per share less the exercise price. The actual value, if any, that an executive

officer may realize will depend upon the amount by which the market price of the Common Stock exceeds the exercise price when the options are exercised.