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                          THIRD CONTRACT OF EMPLOYMENT


between



RANDGOLD RESOURCES LIMITED
(registration number 62686)
a Company incorporated in Jersey, Channel Islands
("the Company")




and



ROGER AINSLEY RALPH KEBBLE
(the "Employee")






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                               TABLE OF CONTENTS

                                                                            PAGE

1.       INTRODUCTION..........................................................2
2.       EMPLOYMENT............................................................2
3.       DUTIES................................................................2
4.       SECOND CONTRACT OF EMPLOYMENT.........................................4
5.       REMUNERATION PACKAGE..................................................4
6.       SECURITY..............................................................5
7.       EXPENSES..............................................................5
8.       BONUS SCHEME..........................................................5
9.       HOLIDAYS..............................................................8
10.      LIFE ASSURANCE........................................................8
11.      APPLICATION OF PROVISIONS OF PERSONNEL MANUALS........................8
12.      INCAPACITY............................................................9
13.      TERMINATION...........................................................9
14.      CONFIDENTIALITY AND RESTRAINT........................................10
15.      RETURN OF COMPANY PROPERTY...........................................12
16.      DOMICILIUM...........................................................13
17.      GENERAL..............................................................14



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THE PARTIES AGREE AS FOLLOWS:



1.       INTRODUCTION

         It is recorded that--

         1.1      the Employee is at present employed by the Company in the
                  position of Executive Chairman in terms of a written contract
                  of employment ("Second Contract of Employment").

         1.2      the parties have negotiated and now wish to record the terms
                  of a further contract of employment ("Third Contract of
                  Employment").

2.       EMPLOYMENT

         2.1      Notwithstanding the date of signature hereof, the Employee
                  shall be deemed to have been employed by the Company under
                  this Third Contract of Employment as from the 1st OCTOBER 2002
                  ("Commencement date").

         2.2      The employment of the Employee as Executive Chairman of the
                  Company shall continue for a minimum fixed term until 31st May
                  2006 and shall continue for an indefinite period thereafter,
                  until terminated on not less than 6 (six) month's written
                  notice given by one party to the other, which notice may be
                  given so as to terminate the Employee's employment with effect
                  from the expiry date of the minimum fixed term or any later
                  date.

3.       DUTIES

         3.1      As Executive Chairman of the Company, the Employee shall:

         3.1.1    discharge the responsibilities and duties as set out in the
                  Job description attached hereto and undertake such duties and
                  exercise such powers in relation to the Company, its
                  associated companies and them businesses as the board of

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                  directors of the Company (the "Board") shall from time to time
                  assign to or vest in him, provided however, that the Board
                  shall procure that such duties and powers shall not conflict
                  with one another;

         3.1.2    in the discharge of such duties and in the exercise of such
                  power observe and comply with all resolutions, regulations and
                  directives from time to time made or given by the Board; and

         3.1.3    use his best endeavours to properly conduct, improve, extend,
                  develop, promote, protect and preserve the business interest,
                  reputation and goodwill of the Company and its associated
                  companies.

         3.2      For the purposes of this Agreement, "associated company" or
                  "associated companies" means--

         3.2.1    any company or entity which is directly or indirectly
                  controlled by the Company.

         3.2.2    any company or entity which directly or indirectly controls
                  the Company, or

         3.2.3    any company or entity which is directly or indirectly
                  controlled by any company which also directly or indirectly
                  controls the Company.

         3.3      The Employee shall at all times promptly give to the Board (in
                  writing, it so requested) all such information and
                  explanations as it requires in connection with matters
                  relating to his employment or with the business of the Company
                  and/or its associated companies.

         3.4      It shall be part of the normal duties of the Employee at all
                  times to consider in what manner and by what new methods or
                  devices the products, services, processes, equipment or
                  systems of the Company and associated companies might be
                  improved, and promptly to give to the Secretary of the Company
                  full details of any invention or improvement which he may from
                  time to time make or discover in the course of his duties, and
                  to further the interests of the


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                  Company and its associated companies', undertakings with
                  regard thereto. Any such invention or improvement shall be
                  the property of the Company and the Employee shall take all
                  steps as may be necessary and reasonably required by the
                  Company, at the sole expense of the Company, to procure that
                  the Company obtains complete and exclusive legal title to
                  any such invention or improvement.

4.       SECOND CONTRACT OF EMPLOYMENT

         4.1      This Third Contract of Employment supersedes the Second
                  Contract of Employment as from the commencement Date.

5.       REMUNERATION PACKAGE

         5.1      As from the Commencement Date, the Employee's remuneration
                  package shall be US $ 375,000 per annum, which shall be
                  reviewed annually with a view to effecting appropriate annual
                  increases.

         5.2      The composition of the Employee's remuneration package shall
                  be the following--

         5.2.1    a salary, which shall be equal to the difference between US
                  $375,000 and the cost to the Company of providing the other
                  components of the package set out in 5.2.2 and 5.2.3;

         5.2.2    the contributions payable by the Company in respect of the
                  Employee and his wife and children to the medical aid scheme
                  of which the Employee is a member, all of which shall be for
                  the account of the Company,

         5.2.3    the monthly contributions payable by the Company in respect of
                  the Employee to any pension, provident and retirement annuity
                  funds nominated by the Employee, all of which shall be for the
                  account of the Company.

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         5.3      The Employee's salary shall be payable by equal monthly
                  installments (and proportionately for any lesser period, each
                  monthly installment being deemed to accrue rateably from day
                  to day) in arrears on the last day of each month.

6.       SECURITY

         The Company shall at its cost provide appropriate security and security
         services at the Employee's residence.

7.       EXPENSES

         7.1      The Employee shall be reimbursed for all traveling, hotel and
                  other out-of-pocket expenses reasonably incurred by him in or
                  about the discharge of his duties hereunder.

         7.2      The Employee shall be reimbursed all costs and expenses
                  incurred by him in connection with his home telephone.

         7.3      The Company requires the Employee to be a member of an
                  appropriate club for various reasons, including the
                  entertainment of clients and customers of the Company and
                  shall pay the annual membership fees of such club.

         7.4      Should it become necessary during the Employee's periods of
                  work in West and East Africa to be evacuated from his place of
                  work for medical reasons, the Company shall arrange for such
                  evacuation and the costs thereof shall be for the Company's
                  account.

         7.5      The Company shall meet the Employee's membership fees of such
                  professional bodies as it deems are required.

8.       BONUS SCHEME

         8.1      Over and above the remuneration package and other benefits
                  stipulated in this Third Contract of Employment, the Employee
                  shall be eligible for an annual bonus.

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         8.2      The Employee shall be entitled to be paid a bonus in United
                  States Dollars in respect of each successive 12 month period
                  of employment with the Company, ending on 31st March 2003,
                  31st March 2004, 31st March 2005 and 31st March 2006
                  ("employment period") if the ruling price of ordinary shares
                  in the Company for that Employment Period as defined in 8.4,
                  is higher than the base price for that Employment Period, as
                  defined in 8.3.

         8.3      The base price shall be in the case of each of the employment
                  periods in respect of which a bonus is to be calculated, the
                  weighted average price of ordinary shares in the Company
                  quoted on the London Stock Exchange over the last calendar
                  month preceding the employment period in respect of which the
                  bonus is being calculated.

         8.4      The ruling price for each employment period shall be the
                  weighted average price of ordinary shares in the Company
                  quoted on the London Stock Exchange over the last calendar
                  month of that employment period.

         8.5      Should a bonus become payable to the Employee in respect of
                  any employment period, then the amount of such bonus shall be
                  calculated in accordance with the following formula:

                  B = 150 000 (P(2) - P(1))
                  -------------------------

                 Where     B        is the amount of the bonus, in United States
                                    Dollars;

                           P(2)     is the ruling price for the employment
                                    period in respect of which the bonus is
                                    being calculated, as defined in 8.4,
                                    converted to United States Dollars at the
                                    exchange rate prevailing on the last
                                    business day of that employment period, and

                           P(1)     is the base price for the employment period
                                    in respect of which the bonus is being
                                    calculated, converted to United States
                                    Dollars at the exchange rate prevailing on
                                    the last business day of the employment
                                    period in respect of which the bonus is
                                    being calculated.

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         8.6      For the purposes of this Clause 8, the exchange rate which
                  shall be applied for the conversion of a Sterling amount to a
                  United States Dollar amount on a particular date shall be the
                  closing buying rate for purchases of United States Dollars in
                  London on that date, as certified by Standard Chartered Bank,
                  whose certificate shall be binding upon the parties.

         8.7      In the above formula, the factor 150,000 (One hundred and
                  fifty thousand) represents a fictional shareholding of 150,000
                  (One hundred and fifty thousand) shares in the share capital
                  of the Company as presently constituted. Should the ordinary
                  shares in the Comply which are listed in the London Stock
                  Exchange be consolidated or sub-divided, then the ruling price
                  and the base price stipulated in 8.2 and the formula in 8.5
                  shall be modified by agreement between the parties in such a
                  way as to give effect to the original intention of the
                  parties. In the event that the parties do not agree on the
                  terms of such modification, the matter shall be referred to
                  the Company's Remuneration Committee, whose decision shall be
                  final and binding upon the parties.

         8.8      Should the Company become subject to or involved in any
                  re-organisation, unbundling, scheme of arrangement or other
                  change of circumstances which directly or indirectly
                  prejudices the Employee's prospective bonus(es) under the
                  bonus scheme as set out in this clause, then the parties shall
                  endeavor to reach agreement on a modified or substituted bonus
                  scheme which will give effect to the original intent of the
                  bonus scheme. Failing such agreement. the terms of the
                  modified or substituted bonus scheme shall be determined by
                  the Company's Remuneration Committee, whose decision shall be
                  final and binding upon the parties.

         8.9      Should this agreement be terminated during the minimum fixed
                  term in terms of 13 or by mutual agreement between the Company
                  and the Employee any bonus due to the Employee in terms of 8.2
                  shall be calculated proportionately over a 12 month employment
                  period.

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9.       HOLIDAYS

         The Employee shall be entitled to 33 (thirty three) working days paid
         holiday in each successive period of 12 (twelve) months commencing on 1
         October 2002, to be taken at such times as the Board shall consider
         most convenient, having regard to the requirements of the Company's
         business.

10.      LIFE ASSURANCE

         Subject to the insurance company's requirements, life assurance cover
         against death is provided for the Employee whilst the Employee is a
         member of the Company's Provident Fund, as follows:

         10.1     3 (three) years' pensionable salary; and

         10.2     non contributory cover equal to 2 (two) years' pensionable
                  salary, payable in South African Rands.

11.      APPLICATION OF PROVISIONS OF PERSONNEL MANUALS

         11.1     The terms and conditions of employment as contained in any of
                  the Company's personnel policies and manuals are incorporated
                  into this Agreement and the Employee shall be bound by the
                  provisions thereof.

         11.2     The Employee's entitlement to any benefit other than those
                  recorded in this Agreement shall be governed by the
                  appropriate provisions of the Company's personnel policies and
                  manuals.

         11.3     It is expressly provided that such policies and manuals may be
                  changed, added to and/or deleted from time to time at the
                  discretion of the Company and it is agreed that by accepting
                  these terms and conditions, the Employee hereby accepts any
                  such changes, which will be appropriately communicated to him.

         11.4     In the event of a conflict between the provisions of the
                  personnel policies and manuals and the provisions of this
                  Agreement, the provisions of this


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                  Agreement shall override those contained in the personnel
                  policies and manuals.

12.      INCAPACITY

         12.1     If the Employee at any time be incapacitated or prevented by
                  illness, injury, accident or any other circumstance beyond his
                  control (the "incapacity") from discharging his full duties
                  hereunder for a total of 180 (one hundred and eighty) or more
                  days in any 12 (twelve) consecutive calendar months, the
                  Company may by notice in writing to the Employee given at any
                  time so long as the incapacity shall continue:

         12.1.1   discontinue payment in whole or in part of the salary on and
                  from such dates as may be specified in the notice until the
                  incapacity shall cease; or

         12.1.2   whether or not payment shall already have been discontinued,
                  terminate this Agreement forthwith or on such date as may be
                  specified in the notice.

         12.2     Save as hereinafter provided the salary shall, notwithstanding
                  the incapacity, continue to be paid to the Employee in
                  accordance with 5, in respect of the period of incapacity
                  prior to such discontinuance or termination.

         12.3     Notwithstanding the above, whilst the Employee is a member of
                  the Company's Provident Fund, the Employee shall be covered
                  against temporary and permanent disability under the Company's
                  insurance policies.

         Therefore, to the extent that the Employee receives payment of a
         disability benefit in terms of any such insurance policies, the Company
         will pay to the Employee his salary in terms of clause 5 above less the
         disability benefit

13.      TERMINATION

         This Agreement may be terminated forthwith by the Company without prior
         notice if the Employee shall at any time:

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         13.1     commit any serious or persistent breach of any provision
                  contained in this Agreement;

         13.2     be guilty of misconduct or wilful neglect in the discharge of
                  his duties;

         13.3     became insolvent or make any arrangement or composition with
                  his creditors;

         13.4     notwithstanding the provisions of clause 12 above, become
                  permanently incapacitated by accident or ill health from
                  performing his duties under this Agreement and for the
                  purposes of this sub-clause incapacity for 3 (three)
                  consecutive months or an aggregate period of 6 (six) months in
                  any period of 12 (twelve) months shall be deemed to be
                  permanent incapacity.

14.      CONFIDENTIALITY AND RESTRAINT

         14.1     It is recorded that in the performance of his duties for the
                  Company, including those performed in West and East Africa,
                  the Employee will:

         14.1.1   acquire knowledge of the know-how, trade secrets and other
                  confidential information of the Company relating to its and
                  associated companies' activities;

         14.1.2   derive considerable benefit from the technical and/or business
                  experience which he will obtain from the Company and
                  associated companies.

         14.2     For one or more or all of the reasons set forth in 14.1, it is
                  agreed that in order to protect the proprietary interests of
                  the Company and associated companies the Employee shall not:

         14.2.1   either during the continuance of his employment or thereafter,
                  divulge or disclose or use any information or knowledge so
                  acquired by him relating to the matters set forth in 14.1.1,
                  to any person whomsoever, whether for his own benefit or
                  otherwise, except to those officials of the Company whose
                  province it is to know the same, or

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         14.2.2   during the continuance of his employment and for a period of
                  12 (Twelve) months thereafter, entice or solicit or canvass
                  the services of any person, company or entity with whom the
                  Company or any associated company has a written agreement at
                  the date of termination of the Employee's employment, away
                  from any such company, or accept or be interested in any such
                  services, whether for his own benefit or otherwise.

         14.3     The Employee undertakes not to do any of the things set forth
                  in 14.2 either directly or indirectly and whether as a
                  director or partner or owner or principal or agent or
                  representative or shareholder or financier or employee

         14.4     The Employee agrees that:

         14.4.1   the restraints set out above are reasonable as to their
                  subject matter, area and duration, to protect the Company's
                  proprietary interests;

         14.4.2   each of the restraints set out in clause 14.2 are separate and
                  independent restraints severable from any of the other
                  restraints set out therein;

         14.4.3   the time period for which he is restrained from doing any of
                  the things set out above shall be severable as to each
                  calendar month within that period; and

         14.4.4   if any one or more of the restraints set out above are invalid
                  or unenforceable for any reason, the validity of any of the
                  other restraints shall not be affected thereby.

         14.5     The Employee may request the Company to release the Employee
                  from any or all of the restraints described above or to relax
                  the application of any or all of such restraints. The Company
                  agrees to act reasonably in granting or refusing any such
                  request. Any request by the Employee in terms hereof shall be
                  made by the Employee to the Company in writing. Likewise, the
                  decision of the Company in respect of any such request shall
                  be given in writing by the Company to the Employee. Any
                  conditions which the Company may impose,


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                  in the event of the Company agreeing to any such request,
                  shall be contained in such written communication by the
                  Company to the Employee.

         14.6     Nothing contained in this clause shall preclude the Employee
                  from holding or acquiring shares or other securities of any
                  other company which are quoted on any recognised stock
                  exchange by way of bona fide investment, provided however,
                  that any such investment shall not exceed 5% (five per centum)
                  of the entire issued share capital or class of shares or other
                  securities, as the case may be, of the company in question
                  without the prior written consent of the Company which shall
                  not be unreasonably withheld and provided further, that the
                  Company shall be entitled to require him not to do so in any
                  particular case on the ground that such other company is or
                  may be carrying on a business competing or tending to compete
                  with the business of the Company or any associated company.

         14.7     As consideration for the Employee agreeing to the restraints
                  described in 14.2, it is recorded and agreed that the Company
                  will forthwith pay the Employee an amount equal to twice the
                  gross amount of the Employee's remuneration package stated in
                  5.1 of US $375,000 less the amount of US $648,000 paid
                  previously to the Employee during his First and Second
                  Contracts of Employment; which amounts to US $102,000, on the
                  following basis:

         14.7.1   should the Employee commit a material breach of the restraint
                  undertakings given by the Employee in this Clause, then if the
                  breach is one which is not capable of being remedied or being
                  a breach which is capable of being remedied is not remedied
                  within 30 (thirty) days after written demand given by the
                  Company to the Employee, the Company shall be entitled to
                  institute action against the Employee for agreed damages of US
                  $750,000, in order to compensate the Company for the harm
                  suffered by the Company.

15.      RETURN OF COMPANY PROPERTY

         The Employee shall promptly whenever requested by the Company and, in
         any event


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         upon the termination of his employment with the Company, deliver to the
         Company all lists of clients or customers, correspondence and all other
         documents papers and records which may have been prepared by him or
         have come into his possession in the course of his employment with the
         Company. and the Employee shall not be entitled and shall not retain
         any copies thereof. Title and copyright therein shall vest in the
         Company and, where appropriates, any associated company.

16.      DOMICILIUM

         16.1     The parties hereto respectively choose domicilium citandi et
                  executandi for all purposes of and in connection with this
                  Agreement as follows:

                           16.1.1   the Company     La Motte Chambers
                                                    St Helier
                                                    Jersey, Channel Islands

                           16.1.2   the Employee    La Motte Chambers
                                                    St Helier
                                                    Jersey, Channel Islands

         16.2     Any notice to any party shall be addressed to it at its
                  domicilium as aforesaid and either sent by pre-paid registered
                  post, delivered by hand, or sent by telefax transmission.

                  In case of any notice:

         16.2.1   delivered by hand, it shall be deemed to have been received,
                  unless the contrary is proved, on the date of delivery,
                  provided such date is a business day, otherwise on the
                  following business day;

         16.2.2   sent by pre-paid registered post it shall be deemed to have
                  been received, unless the contrary is proved, on the seventh
                  business day after posting;

         16.2.3   sent via telefax transmission, shall be deemed to have been
                  received on the same day, provided such day is a business day,
                  otherwise on the following


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                  business day. The party giving notice by telefax transmission
                  shall have the onus of proving that the telefax was received
                  by the addressee.

         16.3     Any party shall be entitled by notice to the other to change
                  its domicilium provided that the change will become effective
                  only business days after service of the notice in question.

         16.4     For the purposes hereof, "business day" means any day Other
                  than a Saturday Sunday or public holiday.

17.      GENERAL

         17.1     No alteration, cancellation, variation of, or addition hereto
                  shall be of any force or effect unless reduced to writing and
                  signed by the parties as an addendum to this Agreement or
                  their duly authorised signatures.

         17.2     Subject only to 17.1, this document contains the entire
                  agreement between the parties and neither party shall be bound
                  by any undertakings, representations or warranties not
                  recorded herein.

         17.3     No indulgence, leniency or extension of time which either
                  party (the "grantor") may grant or show to the other, shall in
                  any way prejudice the grantor or preclude the grantor from
                  exercising any of its/his rights in the future.

         17.4     Neither party may cede or assign its/his rights and delegate
                  its/his obligations in terms of this Agreement without the
                  prior written approval of the other party.

         17.5     Each party warrants and undertakes to the other that -

         17.5.1   it is not acting as undisclosed agent or nominee in entering
                  into this Agreement; and



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         17.5.2   it is entering into this Agreement to secure the benefits of
                  this Agreement for itself only and for no other person.

         17.6     The headings appearing in this Agreement have been used for
                  reference purposes only and shall not affect its
                  interpretation.

         17.7     The Company shall bear the costs of and incidental to the
                  negotiation, preparation and conclusion of this Agreement.

         17.8     The interpretation and enforcement of this Agreement shall at
                  all times be governed by Jersey law prevailing from time to
                  time, and the parties hereto hereby consent and submit to the
                  jurisdiction of the Courts of Jersey in all matters arising
                  from or concerning this Agreement.

         17.9     If any clause or term of this Agreement should be invalid,
                  unenforceable or illegal, then the remaining terms and
                  provisions of this Agreement shall be deemed to be severable
                  therefrom and shall continue in full force and effect unless
                  such invalidity. unenforceability or illegality goes to the
                  root of this Agreement.

         17.10    The Employees rights under this Agreement are not capable of
                  assignment or hypothecation, nor of attachment by the
                  Employee's creditors.



















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THUS DONE and SIGNED by D. Ashworth and R.A. Williams at Jersey on this the 5th
day of May 2003 in the presence of the undersigned witnesses, the signatories
hereby warranting their signature that they are duly authorised thereto.





AS WITNESSES:



1.       /s/ Vicky Koma

2.       /s/ L.M. Snashall





                                       /s/ R.A. Williams
                                       /s/ D. Ashworth
                                       -----------------------------------------
                                              For and on behalf of:
                                       RANDGOLD RESOURCES LIMITED



THUS DONE and SIGNED by the EMPLOYEE at Jersey on this the 5th day of May 2003,
in the presence of the undersigned witnesses, the signatory hereby warranting by
his signature that he is duly authorised hereto.


AS WITNESSES:



1.       /s/ Vicky Koma

2.       /s/ L.M. Snashall





                                       /s/ R.A.R. Kebble
                                       -----------------------------------------
                                       ROGER AINSLEY RALPH KEBBLE








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JOB DESCRIPTION FOR TILT EXECUTIVE CHAIRMAN OF RANDGOLD RESOURCES LIMITED

TITLE: EXECUTIVE CHAIRMAN INCUMBENT: MR RA.R. KEBBLE
REPORTS TO: SHAREHOLDERS AND BOARD OF DIRECTORS


GENERAL PURPOSE:

The add value to the Company for the benefit of all stakeholders.


DUTIES AND RESPONSIBILITIES:

1.       Convening and Chairing of Board of Directors meetings and ensuring the
         effective of the Board.

2.       Ensuring the maintenance of the Corporate image through effective
         Communications and Public Relations with shareholders, the investment
         community, Government of countries in which the Company operates,
         employees, the Board and other stakeholders.

3.       Gain acceptance by the Board of Directors, of the long-term strategic
         direction of the Company as formulated and proposed by the Chief
         Executive Officer and his management team.

4.       Selecting providing leadership to, team building. succession planning
         and remuneration of his executive team.

5.       Ensure good Corporate Governance to world best standards.

6.       Familiarising himself with all of the Company's activities and keeping
         abreast of major developments in the Industry to ensure best practice
         and effectiveness.

DIRECT REPORTS:

The Chief Executive Officer and the external Public Relations Consultant report
directly to the Chairman.

CONTACTS:

Frequent contact with the Board of Directors.

Frequent contact with the Chief Executive Officer.

Regular contacts with the Chairmen of other companies in the Industry.

Regular contacts with Heads of State of countries in which the Company operates.

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Regular contacts with major shareholders of the Company.

Regular communication with the investment community and national and
international media.

EDUCATION:

University degree level, ideally in technical and business related fields.

EXPERIENCE AND PROFILE:

The Chairman of an international company such as Randgold Resources Limited must
be an eminent person with a long and substantial history of business success and
he highly regarded by the international business community.




























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