Exhibit 4.28


 


Dated 2 May 2017


 


DEED OF INDEMNITY


 


between


 


RANDGOLD RESOURCES LIMITED


 


and


 


ANDREW QUINN


 




     


     


    

 


THIS DEED is made on 2 May 2017


 


between


 


		(1)	RANDGOLD RESOURCES LIMITED, (No. 62686) registered in Jersey whose registered office is
at 3rd Floor, Unity Chambers, 28 Halkett Street, St. Helier, Jersey JE2 4WJ (the "Company"); and



 


		(2)	ANDREW QUINN of Dyffryn Marlais, Llanboidy, Whitland, Carmarthenshire, SA34 0ER, United
Kingdom (the "Director").



 


THE PARTIES AGREE AS FOLLOWS:


 


		1.	interpretation



 


		1.1	In this deed, "Law" means the Jersey (Companies) Law 1991 (as amended from time
to time);



 


		1.2	The headings in this deed shall not affect its interpretation.



 


		1.3	References in this deed to statutory provisions shall be construed as references to those statutory
provisions as amended or re-enacted or both from time to time and shall include any substantive legislation made under the statutory
or legislative provision (whether with or without modification).



 


		1.4	References to clauses or schedules, unless otherwise stated, are to clauses or schedules to this
deed.



 


		2.	indemnity



 


		2.1	Subject to the terms of this deed, the Company hereby agrees (without prejudice to any other indemnity
to which the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless the Director out of the assets
of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys
fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) ("Liability"
or "Liabilities") which may be made against him or which he may suffer or incur as a consequence of, or which relate
to or arise from, directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the
exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any other companies
of which he has been requested to act as director or other such officer by the Company (“Associated Companies”)
or otherwise in relation thereto or in connection therewith, including (but without limitation) and any Liability reasonably incurred
or suffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations
or proceedings (whether civil or criminal).



 


		2.2	Subject to the terms of this deed, the Company shall pay the reasonable legal and other costs and
expenses (the "Costs") incurred by the Director in defending any claim, action or proceedings (whether civil,
criminal or regulatory) in connection with the actual or purported execution and/or discharge of the duties of his office and/or
the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application
under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company
or any Associated Companies by way of a loan, save where the Company considers (acting reasonably) that it would not promote the
success of the Company to do so. The following provisions shall apply:



 




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		(a)	the Company (acting reasonably) may impose such terms as it sees fit in connection with the granting
of such loan;



 


		(b)	the Director shall repay any amount so paid or advanced (and discharge any liability of the Company
incurred under any transaction in connection with the matters referred to above) in the event that the Director is convicted or
judgment is given against him in the proceedings or the court refuses to grant the Director relief on the application on the date
on which the conviction, judgment or refusal of relief (as applicable) becomes final;



 


		(c)	if once the claim, action or proceedings have been finally concluded and there has been no adverse
judgement against the Director, the Director shall be exonerated from the obligation to repay the loan and the Company’s
indemnity obligation in clause 2 shall be thereby satisfied.



 


		3.	exclusions and limitations



 


		3.1	The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity
in clause 2.1 in relation to any Liability which is incurred by him:



 


		(a)	to the Company or any Associated Companies (as applicable);



 


		(b)	to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way
of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);



 


		(c)	in defending any criminal proceedings in which he is convicted and such conviction has become final;



 


		(d)	in defending any civil proceedings brought by the Company or any Associated Companies in which
a final judgment is given against him;



 


		(e)	in connection with any application under Article 212 of the Law in which the court refuses to grant
him relief and such refusal has become final; or



 


		(f)	where otherwise prohibited by the Law or any other applicable law.



 


		3.2	The indemnity in clause 2.1 and/or undertaking to discharge costs in clause 2.2 shall not apply
to the extent that:



 


		(a)	the Liability is recovered from any insurers;



 


		(b)	the Liability or Costs (as the case may be) are prohibited by the Law or otherwise by virtue of
any rule of law;



 


		(c)	the Liability is in respect of death or personal injury or similar matters within the scope (ignoring
any exclusions) of the Company's employer liability insurance from time to time;



 


		(d)	a Liability arises from an act or omission of the Director which is shown to have been in bad faith
(including one involving fraud or fraudulent concealment by the Director) or arising from the Director's gross negligence or wilful
default or his acting beyond the scope of his authority;



 


		(e)	the Director has received a financial benefit to which he is not entitled; or



 




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		(f)	it relates to tax or social security charges (including National Insurance) payable on remuneration
or other benefits received by such Director.



 


		3.3	The Director shall have no right to indemnity in respect of any Costs incurred in connection with
disqualification or wrongful trading proceedings brought against the Director under the Companies (Jersey) Law 1991 (as amended)
(or, in either case, any equivalent legislation in any other jurisdiction).



 


		3.4	Subject to clause 7, the Director shall continue to be indemnified under the terms of the indemnity
in clause 2.1, notwithstanding that he may have ceased to be a director of the Company, for six years following the date of such
cessation.



 


		4.	conduct and settlement of claims



 


		4.1	Clauses 4.2 and 4.3 shall apply in circumstances where:



 


		(a)	the Director becomes aware of any facts or circumstances which may lead to the Company being required
to make any payment under clause 2 (Indemnity);



 


		(b)	the Director is or may be entitled to make recovery from some other person (including under any
applicable directors' and officers' insurance policy) of any sum in respect of any facts or circumstances by reference to which
the Director has or may have a claim against the Company under clause 2 (Indemnity); or



 


		(c)	the Company shall have paid to the Director an amount in respect of a claim under clause 2 (Indemnity)
and subsequent to the making of such payment the Director becomes or shall become entitled to recover from some other person (including
as aforesaid) a sum which is referable to that payment.



 


		4.2	The Director shall:



 


		(a)	promptly and diligently take all such action and give all such information and assistance as the
Company may reasonably request (including, without limitation, instituting such proceedings and instructing such professional advisers
as the Company may nominate to act on behalf of the Director) in order to avoid, dispute, resist, compromise, defend or appeal
against any such claim against the Director as is referred to in clause 4.1 as the case may be;



 


		(b)	except where the claim is brought by the Company or any Associated Companies, allow the Company
to take over and conduct in the Director's name the defence, settlement or appeal of any claim or to prosecute in his name for
its own benefit any claim. The Company shall have sole discretion in the conduct or settlement of any claim;



 


		(c)	make no admission of liability, agreement, settlement or compromise in relation to any such claim
or Liability without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; and



 


		(d)	in the case of clause 4.1(c) only, promptly repay to the Company an amount equal to the amount
so recovered (less any tax thereon and costs of recovery) or, if lower, the amount paid by the Company to the Director.



 


		4.3	The Director shall:



 


		(a)	as soon as reasonably practicable, notify the Company in writing of any fact, matter, event or
circumstance coming to his notice whereby it appears that the Company is, or may be, liable to make any payment under clause 2
(Indemnity) or that the Director shall become or may become entitled to recover from some other person a sum which is referable
to a payment already made by the Company in respect of such a claim;



 




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		(b)	at all times keep the Company fully informed of all material developments and any material action
which is proposed to be taken in connection with any such claim; and



 


		(c)	give all such information and documentation (regardless of how it is recorded or stored) as the
Company shall reasonably request in connection therewith and also in connection with any proceedings instituted by or against the
Director under clause 4.1.



 


		4.4	The Company shall, in the event that a payment is made to the Director under this deed, be entitled
to recover from the Director an amount equal to any payment received by the Director under any policy of insurance or from any
other third party source to the extent that such payment relates to the Liability, and any payment under this deed shall be made
by the Company to the Director on that basis. The Director shall pay over such sum immediately upon the Company's request.



 


		4.5	In the event of any payment having been made under this deed and the Director subsequently becomes
entitled to recover under any policy of insurance or from any third party source, any sum which relates to the Liability, the Director
shall take all necessary steps to enforce such recovery and shall forthwith repay to the Company so much of the amount received
by the Director to the extent that such payment relates to the Liability.



 


		5.	directors' and officers' INSURANCE



 


		5.1	The Company shall use its best endeavours to purchase (if it has not done so already) and maintain
for each director of the Company (including the Director), while such person is a director or officer (or holds an equivalent position
under the laws of any relevant jurisdiction) of the Company or any Associated Companies and for a period of six years after he
ceases to hold any such position, directors' and officers' liability insurance in respect of acts and omissions occurring or alleged
to have occurred in connection with any such position. As and when any such insurance falls for renewal in accordance with its
terms, or the existing policy expires and the Company seeks to obtain alternative cover, the Company shall use its best endeavours
to effect such renewal, or obtain alternative cover subject to the availability of reasonable commercial terms. The Company shall
ensure that the Director is, and all other directors of the Company are, provided at all times with a copy of the Company's current
directors' and officers' liability insurance policy, in so far as it relates to each director, or a summary of the terms thereof.



 


		5.2	Nothing contained in this deed modifies any obligation imposed upon the Director under the terms
of the Company's directors' and officers' liability insurance in force from time to time and nor will the terms of this deed take
precedence over any other obligation, whether under the policy or otherwise, that the Director might have to assist the Company
in complying with any obligations that it may have under the terms of such policy.



 


		6.	TAX



 


		6.1	All sums payable by the Company hereunder shall be paid free and without any rights of counterclaim
or set-off and without deduction and withholding on any ground whatsoever, save only as may be required by law or where the right
of counterclaim or set-off arises as a result of the Director's failure to fulfil those obligations described in clause 5.2.



 


		6.2	If a payment due from the Company under this deed is subject to tax (whether by way of direct assessment
or withholding at its source), the Director shall be entitled to receive from the Company such amounts as will ensure that he will
retain, after payment of the tax so chargeable, the amount he would have retained had the payment not been subject to taxation.



 




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		7.	TERMINATION



 


		7.1	In the event of a dismissal of the Director in any of the circumstances provided for in clause
7.2:



 


		(a)	the Director’s rights under this deed shall terminate immediately save that such termination
shall not affect any rights which the Director may have to claim under this deed in respect of any facts, circumstances or matters
arising prior to the date of termination (notwithstanding that no such claim may have been made as at that date) which are unrelated
(directly or indirectly) to the circumstances which gave rise to the relevant dismissal; and



 


		(b)	the Director shall forthwith repay to the Company all amounts paid by the Company to or on behalf
of the Director pursuant to this deed to the extent that such payments are related to (whether directly or indirectly) the circumstances
which gave rise to the dismissal.



 


		7.2	The provisions of clause 7.1 shall apply in the event that the Director’s engagement as a
director, officer or employee of the Company or of any Associated Company is terminated in circumstances where: the director has
been guilty of any serious or (after having received a written warning from the chief executive) repeated breach of the Director’s
contract of employment/services (if any), or the Director is guilty of serious misconduct or any other conduct which affects or
in the reasonable opinion of the Company constitutes a serious neglect or breach of the Director’s duties as a director or
is likely to affect prejudicially the interests of the Company or any Associated Company.



 


		8.	ASSIGNMENT



 


The Director may not at any
time assign (save for assignments by operation of law), transfer, charge or declare a trust of, the benefit of all or any part
of its rights or obligations under this deed without the prior written consent of the Company.


 


		9.	COUNTERPARTS



 


This deed may be executed in
any number of counterparts and provided that every party has executed a counterpart, the counterparts together shall constitute
a binding and enforceable agreement between the parties.


 


		10.	NOTICES



 


		10.1	Any notice or other document to be served under this deed must be in writing in English and may
be delivered by hand or sent by post to the party to be served at its address as follows:



 


		(a)	to the Company at its then registered office, marked for the attention of the Company Secretary,
or



 


		(b)	to the Director at his last known residential address,



 


or at such
other address as it may have notified to the other party in accordance with this clause 10. Any notice or other documents sent
by post shall be sent by prepaid first class post (if within Jersey) or by prepaid airmail (if elsewhere).


 




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		10.2	Any notice or document shall be deemed to have been served:



 


		(a)	if delivered, at the time of delivery; or



 


		(b)	if posted, on the Business Day after it was put into the post, if sent within Jersey, or on the
fifth Business Day after it was put into the post, if sent by airmail.



 


For the
purposes of this clause “Business Day” means a day (other than a Saturday or Sunday) on which banks are generally
open in Jersey for normal business.


 


		10.3	In proving service of a notice or other formal communication, it shall be sufficient to prove that
delivery was made or that the envelope containing the notice or document was properly addressed and posted (either by prepaid first
class post or by prepaid airmail, as the case may be).



 


		11.	GENERAL



 


		11.1	Save insofar as the Company is required to disclose information about this deed in compliance with
any legal or regulatory obligation, the existence of this deed and its contents, and the negotiations that preceded its being entered
into, are confidential to the parties and shall not be disclosed by the Director to any third party, except as may be required
by law or any regulatory authority or the rules or customs of any stock exchange.



 


		11.2	Nothing in this deed shall be construed as requiring either party to do any act or thing which
is in breach of the laws or regulations of any country having jurisdiction over the actions of that person.



 


		11.3	With effect from the date of this deed, this deed supersedes any previous agreement between the
Director and the Company or any Associated Company relating to the subject matter of this deed, including any indemnity right previously
given by the Company or any Associated Company to the Director in respect of any of the matters covered by this deed.



 


		11.4	This deed represents the whole agreement between the Company and the Director in respect of the
Director’s right to indemnity under this deed. The Director acknowledges that no additional right to indemnity from the Company
exists or shall arise under any other document, agreement or deed (including without limitation the memorandum or articles of association
of the Company) except by way of express written amendment to this deed.



 


		11.5	A person (other than the Company) who is not the Director, or the executor or personal representative
of the Director, may not enforce any of its items.



 


		11.6	If a term of this deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that
shall not affect:



 


		(a)	the legality, validity or enforceability in that jurisdiction of any other term of this deed; or



 


		(b)	the legality, validity or enforceability in other jurisdictions of that or any other provision
of this deed.



 


		11.7	None of the rights or obligations of the Director under this deed may be assigned or transferred
without the prior written consent of the Company.



 


		12.	governing law



 


		12.1	This deed shall be governed by, and construed in accordance with Jersey law.



 




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		12.2	Each of the parties to this deed irrevocably agrees that the courts of the Island of Jersey shall
have non-exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise
out of or in connection with this deed and, for these purposes, each party irrevocably submits to the non-exclusive jurisdiction
of the courts of the Island of Jersey.



 


IN WITNESS WHEREOF this agreement
has been executed and delivered as a deed on the date first above written.


 




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	Executed as a deed by	)	 
	RANDGOLD RESOURCES LIMITED	)	 
	acting by:	)	 
	 	)	 
	Signature of director	 	/s/ Christopher Coleman
	 	 	 
	Signature of witness	 	/s/ Martin Welsh (witness)
	 	 	 
	Name of witness	 	Martin Welsh
	 	 	 
	Address of witness	 	28 HALKETT STREET
	 	 	 
	 	 	ST. HELIER
	 	 	 
	 	 	JERSEY JE2 4WJ
	 	 	 
	Occupation of witness	 	
	 	 	 
	Signed as a deed by	)	 
	ANDREW QUINN	)	/s/ Andrew Quinn
	in the presence of:	)	 
	 	)	 
	Witness Signature	 	/s/ Martin Welsh (witness)
	 	 	 
	Name	 	Martin Welsh
	 	 	 
	Address	 	28 HALKETT STREET
	 	 	 
	 	 	ST. HELIER
	 	 	 
	 	 	JERSEY JE2 4WJ


 




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