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                          GOLDEN STAR RESOURCES LTD.

                          EMPLOYEES' STOCK BONUS PLAN
                    (Amended and Restated to April 6, 2000)


1.   Purpose

1.1  The purpose of the Employees' Stock Bonus Plan (the "Plan") is to establish
     a plan to advance the interests of Golden Star Resources Ltd. (the
     "Corporation") by providing an incentive to, and encouraging equity
     participation in the Corporation by, selected key employees of the
     Corporation or subsidiaries of the Corporation through the grant of common
     shares without par value ("Shares") in the Corporation.

2.   Administration of the Plan

2.1  The Plan will be administered by a specifically designated independent
     committee (currently the Compensation and Corporate Governance Committee)
     ("Independent Committee") of the Board of Directors of the Corporation (the
     "Board of Directors"). The Independent Committee is authorized to do, or
     cause to be done, all necessary things and formalities in connection with
     the issuance of Shares under the Plan. The Independent Committee shall
     consist of such two or more directors of the Corporation as the Board of
     Directors may designate from time to time, all of whom shall be and remain
     directors of the Corporation. To the extent necessary to comply with Rule
     16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), as
     amended ("Rule 16b-3"), each member of the Independent Committee shall be
     intended to be a "non-employee director" within the meaning of Rule 16b-3.
     The Independent Committee is authorized to interpret the Plan and may from
     time to time amend or rescind rules and regulations required for carrying
     out the Plan. Any such interpretation or construction of any provision of
     the Plan shall be final and conclusive. The Corporation shall pay all
     administrative costs of the Plan. No member of the Independent Committee
     shall be liable for any action or determination made in good faith with
     respect to the Plan or any stock bonuses granted under it.

3.   Participation

3.1  Where the Independent Committee in its discretion decides that any full-
     time or part-time employee (whether or not a Director) of the Corporation
     or any of its subsidiaries has rendered meritorious services which
     contributed to the success of the Corporation or any of its subsidiaries,
     the Independent Committee shall have the right in its sole and absolute
     discretion to cause the Corporation to issue shares pursuant to the Plan to
     such employee. The Independent Committee may, at its discretion, required
     such employee to enter into an agreement with the Corporation, on any terms
     and conditions, subject to any provisos and restrictions, and for such cash
     consideration, if any, as the Independent Committee may determine for the
     issuance of any number of Shares (subject to section 3.2) to any such
     employee. No Shares shall be issued pursuant to the Stock Bonus Plan unless
     the employee has entered into such an agreement with the Corporation at the
     direction of the Independent Committee.

3.2  The maximum number of Shares that may be issued under the Plan shall be
     900,000 Shares (excluding Shares issued under the Plan prior to April 6,
     2000). Such maximum number of Shares shall be appropriately adjusted in the
     event of any subdivision or consolidation of the Shares. The maximum number
     of Shares that may be issued under the Plan in any calendar year shall not
     exceed in the aggregate 2% of the total number of outstanding Shares on
     December 31 of the immediately preceding calendar year, provided that each
     issuance of Shares under the Plan shall not cause the following limitations
     to be exceeded:

     (a)  the maximum number of Shares issuable under the Plan in any calendar
          year to any one Insider of the Corporation shall not exceed in the
          aggregate 1% of the total number of outstanding Shares on December 31
          of the immediately preceding calendar year;
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     (b)  the total number of Shares issuable within any one-year period to all
          Insiders of the Corporation pursuant to the Plan and pursuant to the
          exercise of vested options granted under other share compensation
          arrangements of the Corporation shall not exceed 10% of the
          Outstanding Issue (as defined below); and

     (c)  the total number of Shares issuable within any one-year period to an
          employee under the Plan and, if applicable, such employee's
          "associates" (as defined under the Securities Act (Ontario)) pursuant
          to the Plan and pursuant to the exercise of vested options granted
          under other share compensation arrangements of the Corporation shall
          not exceed 5% of the Outstanding Issue.

     "Insiders" has the meaning set forth in The Toronto Stock Exchange's policy
     issued March 22, 1994 entitled "Employee Stock Option and Stock Purchase
     Plans, Options for Services and Related Matters". "Outstanding Issue", for
     the purposes of the Plan, is determined on the basis of the number of
     Shares that are outstanding immediately prior to the Share issuance or
     option grant in question, excluding Shares issued pursuant to the Plan or
     the Corporation's other share compensation arrangements over the preceding
     one-year period.

4.   Employment

4.1  Nothing contained in the Plan shall confer upon any employee any right with
     respect to employment or continuance of employment with the Corporation or
     any of its subsidiaries, or interfere in any way with the right of the
     Corporation or any of its subsidiaries to terminate the employee's
     employment at any time.

5.   Securities Regulation and Tax Withholding

5.1  Where necessary to effect exemption from registration or distribution of
     the Shares under securities laws applicable to the securities of the
     Corporation, the Board of Directors and the Independent Committee may take
     such action or require such action or agreement by such employee as may
     from time to time be necessary to comply with applicable securities laws.
     This provision shall in no way obligate the Corporation to undertake the
     registration or qualification of any Shares under any securities laws
     applicable to the securities of the Corporation.

5.2  The Board of Directors and the Corporation may take all such measures as
     they deem appropriate to ensure that the Corporation's obligations under
     the withholding provisions under income tax laws applicable to the
     Corporation and other provisions of applicable laws are satisfied with
     respect to the issuance of Shares pursuant to the Plan.

5.3  Issuance, transfer or delivery of certificates for Shares purchased or
     received pursuant to the Plan may be delayed, at the discretion of the
     Independent Committee, until the Independent Committee is satisfied that
     the applicable requirements of securities and income tax laws have been
     met.

6.   Amendment of the Plan

6.1  The Board of Directors reserves the right to amend or terminate the Plan at
     any time if and when it is advisable in the absolute discretion of the
     Board of Directors, provided, however, that no such amendment or
     termination shall adversely affect any outstanding Shares granted under the
     Plan. In addition, any amendment of the Plan which would materially
     increase the benefits accruing to participants under the Plan or materially
     increase the number of securities which may be issued under the Plan or
     materially modify the requirements as to eligibility for participation in
     the Plan will be effective only upon the approval of the shareholders of
     the Corporation. Any material amendment to the Plan shall also be subject
     to any necessary approvals of any stock exchange or regulatory body having
     jurisdiction over the securities of the Corporation

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7.   No Representation or Warranty

7.1  The Corporation makes no representation or warranty as to the future market
     value of any Shares issued in accordance with the provisions of the Plan.

8.   Necessary Approvals

8.1  The obligation of the Corporation to issue and delivery any Shares in
     accordance with the Plan is also subject to any necessary approval of any
     regulatory authority having jurisdiction over the securities of the
     Corporation. If any Shares cannot be issued to an employee for whatever
     reason, the obligation of the Corporation, if any, to issue such Shares
     shall terminate.

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