RESTATED CERTIFICATE OF INCORPORATION
STILLWATER MINING COMPANY
The undersigned, John R. Stark, certifies that he is the
Secretary of Stillwater Mining Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), and does hereby
further certify as follows:
1. The name of the Corporation is Stillwater Mining Company.
2. The name under which the Corporation was originally incorporated was
Stillwater Mining Company and the original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State
of Delaware on December 2, 1992.
3. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
4. The text of the Restated Certificate of Incorporation of the
Corporation as amended hereby is restated to read in its entirety, as
The name of the Corporation is Stillwater Mining Company.
The address of the Corporation's registered office in the
County of New Castle, State of Delaware is The Prentice-Hall Corporation System,
Inc., 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.
The nature of the business of the Corporation and the purposes
for which it is organized is to engage in any business and in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware and to possess and employ all powers and privileges
now or hereafter granted or available under the laws of the State of Delaware to
The authorized capital stock of the Corporation shall consist
of Two Hundred Million (200,000,000) shares of Common Stock, par value $.01 per
share, and One Million (1,000,000) shares of Preferred Stock, par value $.01 per
Board of Directors
Section 5.1 Number. The number of directors constituting the entire
Board of Directors shall be set forth in accordance with the bylaws of the
Corporation; provided, however, that the number of directors shall be no less
than seven and no more than ten.
Section 5.2 Election of Directors. Directors need not be elected by
written ballot, unless the bylaws so require.
Subject to the limitations contained in the bylaws, the Board
of Directors of the Corporation is expressly authorized to make, alter, or
repeal the bylaws of the Corporation, but such authorization shall not divest
the stockholders of the power, nor limit their power, to adopt, amend, or repeal
Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except as to liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for violations of Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derived any improper personal benefit. If the General Corporation Law
of the State of Delaware hereafter is amended to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each director
shall be eliminated or limited to the fullest extent provided or permitted by
the amended General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned hereby declares and
certifies that this is the duly authorized act and deed of the Corporation and
that the facts herein are true, and accordingly, has hereunto set his hand
effective as of the 23 day of October, 2003.
/s/ John R. Stark