Exhibit 4.32



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|LOGO |  | Randgold Resources Limited Reg No. 62686 3rdFloor, Unity Chambers 28 Halkett Street St. Helier, Jersey
JE2 4WJ CHANNEL
ISLANDS TEL : +44 1534 735 333 FAX : +44 1534 735 444
|     |  | LOGO                                                                                                                                                                        

PRIVATE & CONFIDENTIAL

Graham Shuttleworth

Echo des Vagues

La Rue de la Forge

Grouville

Jersey JE3 9BH

28 January 2013

Dear Graham

Variation of your Executive Service Agreement

We refer to your Executive service agreement dated 13 June 2011 (the Service Agreement) between you and Randgold Resources Limited
(the Company).

The purpose of this letter is to record our agreement to vary the terms of your Service Agreement as set
out below.

Clause 9.2(c) of the Service Agreement shall be deleted and replaced with the following:



| | (c) | life assurance against death and disability subject to the terms and conditions of such scheme as may be in force from time to time and as at the date hereof as
detailed in schedule 2 (the Scheme). The Company may substitute another provider or alter the benefits available to the Executive under, or the terms and conditions of, the Scheme at any time on reasonable notice to the Executive
PROVIDED THAT:
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| | (i) | any such substituted, altered or varied benefit shall be no less favourable in the aggregate than that in effect on the date hereof; and
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| | (ii) | in the event that life assurance cover for the Executive is refused by the provider or any conditions or limitations to the benefit are applied by the provider, the
Company hereby agrees to pay such sum in such manner as shall provide a benefit that is, in aggregate with any payment made under the Scheme, equal to three times annual salary as detailed under the terms of the Scheme.
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The Company shall pay the premium from time to time required by the provider and pay the Executive such sums (if any) as may from time to
time be received by the Company from the provider in respect of any claim made by the Executive under the Scheme. Full details of the Scheme are available from the Company Secretary..

Schedule 2 of the Service Agreement shall be deleted in full and replaced with the information set out in Appendix A.

Schedule 3 of the Service Agreement shall be deleted in full and replaced with the information set out in Appendix B.

We should be grateful if you execute a copy of this letter as a deed in the presence of a witness to confirm your agreement to the terms of this letter and the amendment of your Service Agreement set out
herein.



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|                             
|-----------------------------
|Yours sincerely              
|                             
|LOGO                         
|                             
|Philippe Lietard             
|Chairman for and on behalf
of
|RANDGOLD RESOURCES LIMITED   

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



|                       |  |                    |  |                          
|---------------------- |  | ------------------ |  | -------------------------
|Signed as a deed       |  | )                  |  |                          
|by Graham Shuttleworth |  | )                  |  |                          
|in the presence of:    |  | )                  |  | LOGO                     
|                       |  | Signature          | 
|                       |  |                    |  |                          
|                       |  |                   
|                       |  | Name of witness    |  | LOGO (WITNESS)           
|                       |  |                    |  | MARTIN WELSH             
|                       |  |                   
|                       |  | Address of witness |  | 28 HALKETT STREET        
|                       |  |                    |  | ST. HELIER JERSEY JE2 4WJ
|                       |  |                   
|                       |  |                    |  |                          
|                       |  |                   
|                       |  | Date               |  | 28 JANUARY 2013          



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APPENDIX A

Randgold Resources Group Life Assurance Scheme Summary



|                          |  |                                                                                                                                                                                                                                
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|UNDERWRITER               |  | Generali Worldwide                                                                                                                                                                                                             
|                          | 
|POLICY NUMBER             |  | 802.971                                                                                                                                                                                                                        
|                          | 
|INCEPTION DATE            |  | 1stMarch 2012                                                                                                                                                                                                                  
|                          | 
|NEXT POLICY REVIEW DATE   |  | 1stMarch 2014                                                                                                                                                                                                                  
|                          | 
|ELIGIBILITY               |  | All present and future employees of the employer who on the Commencement Date, or any subsequent Normal Inclusion Date or Renewal Date, are aged not less than 16 years and not
greater than the stated Normal Retirement Date.
|                          | 
|CATEGORIES                |  | Category A: Group Senior Managers who are members of the Provident Fund
 Category B: All other employees who are not members of the Provident
Fund.                                                                            
|                          | 
|DEATH BENEFIT             |  | Category A  3 x plan salary 
Category B  2 x plan salary to a maximum of USD 200,000                                                                                                                                         
|                          | 
|MEDICAL FREE LIMIT        |  | USD 1,000,000 of sum assured                                                                                                                                                                                                   
|                          | 
|BENEFIT TERMINATION AGE   |  | 70 for males and females                                                                                                                                                                                                       
|                          | 
|PREMIUM COSTING METHOD    |  | Unit rate costed                                                                                                                                                                                                               
|                          | 
|CURRENT UNIT RATE         |  | $3.63 per mille of sum assured                                                                                                                                                                                                 
|                          | 
|PREMIUM PAYMENT FREQUENCY |  | Annual, with end of year adjustment                                                                                                                                                                                            

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



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



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



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Where the event in question is a natural disaster such as earthquake, storm or flood, all claims
resulting there from within a 72 (seventy-two) hours shall be considered as arising from a single event. Where a regular payment is made, the capital value of that payment calculated by Generali Worldwides actuary will be used for this
calculation.

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



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APPENDIX B

Randgold Resources Monthly Disability Income Benefits Scheme Summary



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



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

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



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



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

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