EX-4.32



 Exhibit 4.32 

 

			
	



	  	 Randgold Resources Limited
 Reg No. 62686
 3rd Floor, Unity Chambers
 28 Halkett Street
 St. Helier, Jersey

JE2 4WJ
 CHANNEL
ISLANDS
 TEL : +44 1534 735 333
 FAX : +44 1534 735 444
  

		  	





 PRIVATE & CONFIDENTIAL 
 Graham Shuttleworth 
 Echo des Vagues 
 La Rue de la Forge 
 Grouville 
 Jersey JE3 9BH 
 28 January 2013 
 Dear Graham 
 Variation of your Executive Service Agreement 

We refer to your Executive service agreement dated 13 June 2011 (the “Service Agreement”) between you and Randgold Resources Limited
(the “Company”). 
 The purpose of this letter is to record our agreement to vary the terms of your Service Agreement as set
out below. 
 Clause 9.2(c) of the Service Agreement shall be deleted and replaced with the following: 

 

	 	“(c)	life assurance against death and disability subject to the terms and conditions of such scheme as may be in force from time to time and as at the date hereof as
detailed in schedule 2 (the “Scheme”). The Company may substitute another provider or alter the benefits available to the Executive under, or the terms and conditions of, the Scheme at any time on reasonable notice to the Executive
PROVIDED THAT: 

  

	 	(i)	any such substituted, altered or varied benefit shall be no less favourable in the aggregate than that in effect on the date hereof; and


  

	 	(ii)	in the event that life assurance cover for the Executive is refused by the provider or any conditions or limitations to the benefit are applied by the provider, the
Company hereby agrees to pay such sum in such manner as shall provide a benefit that is, in aggregate with any payment made under the Scheme, equal to three times annual salary as detailed under the terms of the Scheme. 


The Company shall pay the premium from time to time required by the provider and pay the Executive such sums (if any) as may from time to
time be received by the Company from the provider in respect of any claim made by the Executive under the Scheme. Full details of the Scheme are available from the Company Secretary.”. 
 Schedule 2 of the Service Agreement shall be deleted in full and replaced with the information set out in Appendix A. 
 Schedule 3 of the Service Agreement shall be deleted in full and replaced with the information set out in Appendix B. 
 We should be grateful if you execute a copy of this letter as a deed in the presence of a witness to confirm your agreement to the terms of this letter and the amendment of your Service Agreement set out
herein. 








 



 
  


	
	Yours sincerely
	
	




	
	Philippe Lietard
	 Chairman
 for and on behalf
of

	RANDGOLD RESOURCES LIMITED

 I, Graham Shuttleworth of Echo des Vagues, La Rue de la Forge, Grouville, Jersey JE3 9BH, hereby confirm my agreement to
the variation of the terms of my Service Agreement set out above. 
  

					
	Signed as a deed	 	)	 	
	by Graham Shuttleworth	 	)	 	
	in the presence of:	 	)	 	 





		 	Signature      	 
		 		 	  

			
		 	Name of witness      	 	 



 (WITNESS)

		 		 	MARTIN WELSH
			
		 	Address of witness      	 	 28 HALKETT STREET

		 		 	 ST. HELIER
 JERSEY JE2 4WJ

			
		 		 	  

			
		 	Date      	 	 28 JANUARY 2013










 



 
  

 APPENDIX A 
 Randgold Resources Group Life Assurance Scheme Summary 
  

			
	UNDERWRITER	  	Generali Worldwide
		
	POLICY NUMBER	  	802.971
		
	INCEPTION DATE	  	1st March 2012
		
	NEXT POLICY REVIEW DATE	  	1st March 2014
		
	ELIGIBILITY	  	All present and future employees of the employer who on the Commencement Date, or any subsequent Normal Inclusion Date or Renewal Date, are aged not less than 16 years and not
greater than the stated Normal Retirement Date.
		
	CATEGORIES	  	 Category A: Group Senior Managers who are members of the Provident Fund

 
 Category B: All other employees who are not members of the Provident
Fund.

		
	DEATH BENEFIT	  	 Category A — 3 x plan salary
  

Category B — 2 x plan salary to a maximum of USD 200,000

		
	MEDICAL FREE LIMIT	  	USD 1,000,000 of sum assured
		
	BENEFIT TERMINATION AGE	  	70 for males and females
		
	PREMIUM COSTING METHOD	  	Unit rate costed
		
	CURRENT UNIT RATE	  	$3.63 per mille of sum assured
		
	PREMIUM PAYMENT FREQUENCY	  	Annual, with end of year adjustment

 EXCLUSION CLAUSES — Generali Worldwide shall not be liable to pay any benefits in respect of a Member in the event
of death, directly or indirectly attributable to or consequential upon: 
  

	 	1.	Nuclear transmutation, or radiation, resulting from the artificial acceleration of particles. 


 

	 	2.	Chemical or biological substances which are not used for peaceful means. 

 EVENT LIMIT CLAUSE — Generali Worldwide will not pay more than €20,000,000 in the aggregate for the total of benefits which may be due under this policy as a consequence of any single incident
or series of incidents arising out of one event or occurrence and resulting in claims in which 2 (two) or more members die within a period of 12 months. 








 



 
  

 Where the event in question is a natural disaster such as earthquake, storm or flood, all claims
resulting there from within a 72 (seventy-two) hours shall be considered as arising from a single event. Where a regular payment is made, the capital value of that payment calculated by Generali Worldwide’s actuary will be used for this
calculation. 
 MEDICAL UNDERWRITING NOTES — members whose benefit entitlement exceeds the “medical free limit” must provide
evidence of health in order to be considered for their excess cover. There is no guarantee in advance of the medical underwriting process that the excess cover will be granted by the insurer. Furthermore, the insurer reserves the right to apply
special terms in respect of the benefit which exceeds the “medical free limit”.”. 








 



 
  

 APPENDIX B 
 Randgold Resources Monthly Disability Income Benefits Scheme Summary 
  

			
	UNDERWRITER	  	Generali Worldwide
		
	POLICY NUMBER	  	803.018
		
	INCEPTION DATE	  	1st March 2012
		
	NEXT POLICY REVIEW DATE	  	1st March 2014
		
	ELIGIBILITY	  	All present and future Group Senior Managers of the employer who are members of the Provident Fund and who, on the Commencement Date or any subsequent Normal Inclusion Date or
Renewal Date, are aged not less than 16 years and not greater than the stated Normal Retirement Age.
		
	MONTHLY DISABILITY INCOME BENEFIT	  	75% of plan salary subject to the benefit maximum of USD 570,000 per annum
		
	ADDITIONAL COVER	  	Pension contributions of 20% of plan salary insured, subject to the benefit maximum of USD 80,000 per annum.
		
	ESCALATION RATE FOR BENEFITS IN PAYMENT:	  	5% per annum
		
	WAITING PERIOD	  	13 week deferred period
		
	BENEFIT TERMINATION AGE	  	65 for males and females
		
	MEDICAL FREE LIMIT	  	USD 200,000
		
	PREMIUM COSTING METHOD	  	Single premium costed
		
	PREMIUM PAYMENT FREQUENCY	  	Annual, with an end of year adjustment
		
	DISABILITY DEFINITION	  	 A member will be incapacitated if Generali Worldwide are satisfied that the member is totally incapacitated by reason of injury or
illness such that during the first two years following completion of the deferred period the member is prevented from performing the Material and Substantial duties of his Normal Occupation and is not following any other occupation other than
provided for under proportional benefit or rehabilitation.
  
 Immediately
after those first two years following the completion of the deferred period if Generali Worldwide are satisfied that the










 



 
  


			
		  	member remains totally incapacitated by reason of injury or illness from performing any occupation for which he is reasonably fitted by reason of education, experience or training
other than as provided for under proportional benefit or rehabilitation.

 EXCLUSION CLAUSES — Generali Worldwide shall not be liable to pay any benefits in respect of a Member in the event
of death, directly or indirectly attributable to or consequential upon: 
  

	 	1.	Nuclear transmutation, or radiation, resulting from the artificial acceleration of particles. 


 

	 	2.	Chemical or biological substances which are not used for peaceful means. 

 MEDICAL UNDERWRITING NOTES — members whose benefit entitlement exceeds the “medical free limit” must provide evidence of health in order to be considered for their excess cover. There is no
guarantee in advance of the medical underwriting process that the excess cover will be granted by the insurer. Furthermore, the insurer reserves the right to apply special terms in respect of the benefit which exceeds the “medical free
limit”.