`THIRD CONTRACT OF EMPLOYMENT

between

RANDGOLD RESOURCES LIMITED

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

and

ROGER ALYN WILLIAMS
(the "Employee")


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                                TABLE OF CONTENTS

1.    INTRODUCTION ........................................................    3
2.    EMPLOYMENT ..........................................................    3
3.    DUTIES ..............................................................    4
4.    SECOND CONTRACT OF EMPLOYMENT .......................................    6
5.    REMUNERATION PACKAGE ................................................    6
6.    SECURITY ............................................................    7
7.    EXPENSES ............................................................    7
8.    BONUS SCHEME ........................................................    8
9.    HOLIDAYS ............................................................   10
10.   LIFE ASSURANCE ......................................................   10
11.   APPLICATION OF PROVISIONS OF PERSONNEL MANUALS ......................   11
12.   INCAPACITY ..........................................................   11
13.   TERMINATION .........................................................   12
14.   CONFIDENTIALITY AND RESTRAINT .......................................   13
15.   RETURN OF COMPANY PROPERTY ..........................................   16
16.   OTHER EMPLOYMENT ....................................................   17
17.   DOMICILIUM ..........................................................   17
18.   GENERAL .............................................................   18


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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
       Financial Director 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    The Employee shall serve the Company as Financial Director or in such
       other capacity of a like status as the Company may require.

2.2    Notwithstanding the date of signature hereof, the Employee shall be
       deemed to have been employed by the Company as Financial Director under
       this Third Contract of Employment as from 1 January 2006 ("Commencement
       Date").

2.3    The employment of the Employee as Financial Director of the Company shall
       continue for a minimum fixed term until the 31 December 2008 and shall
       continue for an indefinite period thereafter, until terminated on not
       less than six months' 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.


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3.   DUTIES

3.1    As Financial Director of the Company, the Employee shall:

3.1.1  undertake such duties and exercise such powers in relation to the
       Company, its associated companies and their businesses as the board of
       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. The Employee has a
       copy of his current Job Description. It is specifically agreed that the
       duties and responsibilities outlined in the Job Description are not an
       exhaustive list of the Employee's duties and responsibilities and they
       may change from time to time at the discretion of the "Board";

3.1.2  in the discharge of such duties and in the exercise of such powers,
       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,


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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,
       if 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 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.

3.5    The Employee's normal place of work (excluding the extensive business
       travelling he is required to undertake) shall be as the Company may from
       time to time direct. It is specifically recorded that due to the changing
       nature of the


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       Company's work requirement it may be necessary for the Employee to
       relocate and the Employee hereby agrees to do so.

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 total remuneration
       package shall be US $320,000 (three hundred and twenty thousand United
       States Dollars) 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  An annual salary, which shall be equal to US $320,000 (three hundred and
       twenty thousand United States Dollars) and will include the annual basic
       salary plus 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 membership 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,


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

5.3    The Employee's basic salary shall be payable in equal monthly instalments
       (and proportionately for any lesser period, each monthly instalment 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 travelling, 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 maintain a dedicated work telephone line at home and
       shall be reimbursed all work related costs and expenses incurred by him
       in connection with this 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 joining and annual membership fees of
       such club.


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7.4    Should it become necessary during the Employee's periods of work 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.

8.2    The Employee shall be entitled to be paid a bonus in United States
       Dollars in respect of this Third Contract of Employment, with regard to
       the bonus period of 1st April 2006 and ending 31st March 2007, and
       thereafter in respect of each 12 month period of employment with the
       Company, commencing on 1st April each year and ending on 31 March ("Bonus
       Period") if the ruling price of ordinary shares in the Company for that
       bonus 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 bonus periods in
       respect of which a bonus is to be calculated, the weighted average price
       of ordinary shares in the Company quoted on the Nasdaq Stock Market over
       the last calendar month preceding the Bonus period in respect of which
       the bonus is being calculated.


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

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

B = 100 000 (P(2) - P(1))

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

        P(2)   is the ruling price for the bonus period in respect of which the
               bonus is being calculated, as defined in 8.4, and

        P(1)   is the base price for the bonus period in respect of which the
               bonus is being calculated.

8.6    In the above formula, the factor 100,000 (One hundred thousand)
       represents a fictional shareholding of 100,000 (One hundred thousand)
       shares in the share capital of the Company as presently constituted.
       Should the ordinary shares in the Company which are listed on the Nasdaq
       Stock Market 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.


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8.7    Should the Company become subject to or involved in any reorganisation,
       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
       endeavour 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.

8.8    Should this agreement be terminated during the minimum fixed term in
       terms of paragraph 13 or by mutual agreement between the Company and the
       Employee, any bonus due to the Employee in terms of paragraph 8.2, shall
       be calculated proportionately (on a pro-rated basis) for the 12 month
       employment period during which employment is terminated.

9.   HOLIDAYS

       The Employee shall be entitled to 33 (thirty three) working days paid
       holiday in each successive period of 12 (twelve) months' continued
       employment with the Company, commencing on 1 January 2006, 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 and disability is provided for the Employee whilst the
       Employee is a member of the Company's Provident Fund, as follows:


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10.1   3 (three) years' pensionable salary to a maximum as outlined in the rules
       of the scheme; and

10.2   non contributory cover equal to 2 (two) years' pensionable salary,
       payable in US Dollars.

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

12.  INCAPACITY

12.1   If the Employee at any time becomes incapacitated or prevented by
       illness, injury, accident or any other circumstance beyond his control
       (the "incapacity") from discharging his full duties


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       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 Employee's 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 disability
       benefit in terms of any such insurance policies, the Company will not pay
       to the Employee his salary in terms of clause 5 above.

13.  TERMINATION

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

13.1.1 commit any serious or persistent breach of any provisions contained in
       this Agreement;


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

13.1.3 become insolvent or make any arrangement or composition with his
       creditors;

13.1.4 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.

13.2   Subject to the provisions set out in 13.1 above, either the Employee or
       the Company may, during the period of the Third contract of employment
       terminate the relationship by giving to the other party three months'
       notice in writing.

       Notwithstanding the aforegoing, the Employee's employment will terminate
       through effluxion of time on reaching the age of 60 (Sixty years).

14.  CONFIDENTIALITY AND RESTRAINT

14.1   It is recorded that in the performance of his duties for the Company
       anywhere in the world, 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;


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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

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;


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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, 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 companies 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


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       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 the gross amount of the Employee's
       remuneration package stated in clause 5.1 of US$320,000 (Three hundred
       and twenty thousand United States Dollars) less the amount of US$192,000
       paid previously to the Employee during his First and Second Contracts of
       Employment; which amounts to US$128,000, 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$320,000 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 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


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       shall not be entitled and shall not retain any copies thereof. Title and
       copyright therein shall vest in the Company and, where appropriate, any
       associated company.

16.  OTHER EMPLOYMENT

       While this Agreement remains in force, the Employee shall not be engaged
       or take part, directly or indirectly, whether as an employee or in any
       other capacity, in any other business without the Company's prior written
       permission.

17.  DOMICILIUM

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

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

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

17.2   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.

17.3   In case of any notice:


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17.3.1 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;

17.3.2 sent by pre-paid registered post it shall be deemed to have been

17.3.4 received, unless the contrary is proved, on the seventh business day
       after posting;

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

17.4   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.

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

18   GENERAL

18.1   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.

18.2   Subject only to 18.1, this document contains the entire agreement between
       the parties and neither party shall be bound by any undertakings,
       representations or warranties not recorded herein.


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18.3   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.

18.4   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.

18.5   Each party warrants and undertakes to the other that -

18.5.1 it is not acting as undisclosed agent or nominee for any person in
       entering into this Agreement; and

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

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

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

18.8   The interpretation and enforcement of this Agreement shall at all times
       be governed by law prevailing in Jersey 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.

18.9   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


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       invalidity, unenforceability or illegality goes to the root of this
       Agreement.

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

THUS DONE and SIGNED by D. M. BRISTON at Mauritius on this the 19 day of APRIL
2006, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duty authorized therto.

AS WITNESSES:


1. /s/ Illegible
   ----------------------------------


2. /s/ Illegible
   ----------------------------------


                                        /s/ D. M. Briston
                                        ----------------------------------------
                                        For and on behalf of: RANDGOLD RESOURCES
                                                              LIMITED

                                        Capacity: D. M. BRISTON
                                                  C.E.O

THUS DONE and SIGNED by the EMPLOYEE at Johannesburg on this the 20 day of APRIL
2006, in the presence of the undersigned witnesses, the signatory hereby
warranting by his signature that he is duly authorised hereto.

AS WITNESSES:


1. /s/ Illegible
   ----------------------------------


2. /s/ Illegible
   ----------------------------------


                                        /s/ Roger Alyn Williams
                                        ----------------------------------------
                                        ROGER ALYN WILLIAMS`