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                                    RANDGOLD

                                R E S O U R C E S

                               SHARE OPTION SCHEME

1. DEFINITIONS

   In this Option Scheme the following words and expressions have the meanings
   assigned thereto and words signifying the singular shall include the plural
   and vice versa:

   1.1  "auditors"         The auditors for the time being of the company.

   1.2  "company"          Randgold Resources Limited.

   1.3  "directors"        The board of directors of the company or any
                           committee thereof to whom the powers of the directors
                           in respect of the Option Scheme are delegated in
                           terms of the company's articles of association.

   1.4  "employee"         Anyone who holds salaried employment with the company
                           or any of its subsidiaries including a director
                           (whether of not holding salaried employment with the
                           company or any of its subsidiaries).

   1.5  "option"           An option to purchase or subscribe for shares in the
                           company granted in terms of the Option Scheme.

   1.6  "Purchase Scheme"  Randgold Resources Limited - Share Purchase Scheme.

   1.7  "retired employee" An employee who has retired in terms of the rules of
                           any pension and/or provident fund in existence for
                           the benefit of any employee of the company

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                           and/or its subsidiaries and of which the employee is
                           a member, and in the case of an employee who is not a
                           member of any such fund who has reached the age of 60
                           years or as determined by a service contract between
                           the company concerned and the employee.

   1.8  "Option Scheme"    Randgold Resources Limited - Share Option Scheme.

   1.9  "share"            An ordinary share with a par value of US$ 0.01 in the
                           capital of the company.

2. OBJECT

   The object and purpose of the Option Scheme is to grant options to employees
   to enable them to acquire fully paid shares in the company in the manner and
   on the terms and conditions set out in the Option Scheme.

3. SHARES AVAILABLE FOR THE OPTION SCHEME

   3.1  The aggregate number of fully paid shares which any one employee or
        retired employee may acquire in terms of the Option Scheme and the
        Purchase Scheme shall not exceed 2% (two per cent) of the Company's
        issued ordinary share capital from time to time.

   3.2  The aggregate number of unissued shares that may be reserved for the
        Option Scheme, together with the shares utilised in terms of the
        Purchase Scheme, shall not exceed 10% (ten per cent) of the Company's
        issued share capital from time to time. For the purposes of
        determining the aggregate number of shares for the Option Scheme, any
        shares:

        3.2.1  In respect of which an option has been exercised by a retired or
               former employee; or

        3.2.2  which are the subject of an expired or terminated option; still
               cease to be counted in that aggregate.

   3.3  The members of the company may from time to time, in general meeting,
        reserve unissued shares and place those unissued shares under the
        control of the directors for the purpose of the Option Scheme.

4. OPTIONS

   4.1  The directors may

        4.1.1  grant options; and

        4.1.2  instruct the trustees of the trust created in terms of the
               Purchase Scheme to grant options in respect of shares acquired
               by the trust in terms of that scheme;

        to employees selected by the directors for that purpose.

   4.2  The directors shall determine the number of shares which are to be the
        subject of each option.

   4.3  The price at which an option may be exercised will be, in respect of
        each share which is the subject of the option, the closing market price
        of a share, as certified by the secretary of the company, on the trading
        day preceding that on which the employee is granted the option.

   4.4  Subject to 4.9, each option granted will remain in force for a period of
        10 years after the date of granting the option.

   4.5  Each option may only be exercised in multiples of 100 shares.

   4.6  Each option may only be exercised by an employee or retired employee on
        the following basis:

        4.6.1  after three years have elapsed from the date on which the option
               was granted, in respect of not more than one-third of the shares
               which are the subject of that option;

        4.6.2  after four years have elapsed from the date on which the option
               was granted, in respect of not more than two-third of the shares
               which are the subject of that option;

        4.6.3  after five years have elapsed from the date on which the option
               was granted, in respect of all the shares which are the subject
               of that option;

        provided that notwithstanding the aforegoing, the directors shall be
        entitled,

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        in their absolute discretion and from time to time, to permit an option
        to be exercised in respect of all or part of the shares which are the
        subject of that option. For the purposes of this sub-clause 4.6,
        reference to "shares which are the subject of that option" refer to the
        number of shares at the date when the option was granted.
        Notwithstanding anything contained in this scheme, unless the directors
        otherwise determine by notice in writing given to an option holder, an
        option may be exercised by an employee or retired employee in the event
        that a person and/or his concert party or parties acquires such number
        of shares in the company as results in the person and/or his concert
        party or parties having to make an offer to all other shareholders of
        the company.

   4.7  Each option may only be exercised in writing and shall be signed by the
        employee or retired employee concerned or, if after his death it is
        exercised by the executor(s) of his estate, by the executor(s) and -

        4.7.1  must be delivered to the secretary of the company;

        4.7.2  must be accompanied by the purchase price in cash for the shares
               to which that exercise relates; and

        4.7.3  if it is not signed by the employee or retired employee
               personally, must be accompanied by proof, to the satisfaction of
               the directors, of the authority of the signatory.

   4.8  An option will lapse:

        4.8.1  one year after the death of the employee or retired employee; or

        4.8.2  subject to 4.12 and 4.13 immediately on an employee ceasing to be
               employed as such, other than on death or his becoming a retired
               employee; or

        4.8.3  if the interest of an employee or retired employee in terms of or
               arising out of the Option Scheme is attached under any
               circumstances whatever and the directors pass a resolution to
               that effect; or

        4.8.4  if the directors, in their sole discretion, consider that an
               employee has committed an act which would justify summary
               dismissal at common law or that an employee or retired employee
               has committed any act which is detrimental to the company or any
               of its subsidiaries.

        4.8.5  (where a general offer is made to all holders of shares (or to
               all such holders other than the offeror and/or any person
               controlled by the offeror and/or any person acting in association
               or concert with the offeror) and such offer either is or becomes
               or is declared unconditional), within seven weeks from the day on
               which the offeror is entitled to give, in connection with such
               offer, a valid notice to acquire compulsorily shares pursuant to
               Article 117 of the Law; or

        4.8.6  (where a court sanctions a compromise or arrangement under
               Article 125 of the Law proposed for the purposes of or in
               connection with a scheme for the reconstruction of the company
               or its amalgamation with any other company or companies), within
               one month from the date on which the compromise or arrangement
               becomes effective; or

        4.8.7  on the date of commencement of the winding up of the company.

   4.9  Subject to 4.10, neither an option nor any rights granted thereunder may
        be transferred, ceded, pledged or alienated in any way whatsoever.

   4.10 Instead of procuring the allotment of shares to an employee or retired
        employee who has exercised an option granted by the directors in terms
        of 4.1.1, the directors shall be entitled to procure that the trustees
        of the

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        trust created in terms of the Purchase Scheme sell to that employee or
        retired employee the number of shares in respect of which the option was
        exercised at the price referred to in 4.3.

   4.11 The shares in respect of which each option is exercised:

        4.11.1 will be fully paid;

        4.11.2 will rank pari passu with existing issued shares;

        4.11.3 will be allotted and issued by the directors within 14 days after
               the exercise of the option in terms of 4.7 or, if the directors
               exercise their rights in terms of 4.10, will be transferred
               within 14 days after the date on which they exercise that right;

        4.11.4 will be issued to the employee or retired employee to whom the
               option was granted as the beneficial owner thereof and a
               certificate will be issued therefore.
        and the directors will procure that a listing is applied therefore on
        the stock exchanges on which the company's shares are listed and quoted.

   4.12 Notwithstanding the provisions of 4.8.2, if an employee ceases to be
        employed as such only because of retrenchment or because the employee's
        employer ceases to be a subsidiary of the company or the employee's
        employer has sold the business in respect of which the employee was
        employed, the directors shall be entitled to determine that an option
        granted to that employee shall not lapse and shall remain in force on
        the same terms and conditions mutatis mutandis, as set out in the
        scheme, provided that:

        4.12.1 The directors have given written notice of that determination to
               the employee in question.

        4.12.2 The directors shall not be entitled to grant further options or
               instruct the trustees in terms of 4.1.2 to grant further options
               to the employee in question, unless such employee subsequently
               qualifies under 1.4.

        4.12.3 Notwithstanding anything contained in the Option Scheme, the
               directors shall, at any time and in their sole discretion, be
               entitled to withdraw the notice given in terms of clause 4.12 by
               giving written notice of that withdrawal to the employee in
               question, in which event any option which was the subject of that
               notice shall lapse forthwith.

   4.13 If an employee takes voluntary retirement before having reached
        pensionable age in terms of the rules of any pension and/or provident
        fund in existence for the benefit of the employee and of which the
        employee is a member, or if an employee who is not a member of any such
        fund, retires (whether in terms of a service contract between the
        company concerned and the employee or otherwise) before having reached
        the age of 60 years, the directors shall be entitled, in their sole
        discretion, to determine that the option shall lapse. The directors
        shall make their determination by giving written notice thereof to the
        employee in question no later than the effective date of such voluntary
        retirement.

5. GENERAL

   5.1  Any dispute arising under the Option Scheme shall be referred to the
        auditors who shall decide thereon and that decision shall be final and
        binding on all parties to the dispute and may not be challenged under
        any circumstances.

   5.2  No amendments may be made to 1.4, 2, 3.1, 3.2, 4.3, or 4.4 without the
        prior authority of the company in general meeting. The Option Scheme may
        be amended from time to time by the directors in any other respect,
        provided that no such amendments shall operate to adversely alter the
        terms and conditions of any option granted prior to an employee or
        retired employee without the written consent of that employee or retired
        employee.

   5.3  If:

        5.3.1  the issued shares of the company are consolidated or sub-divided
               or in any other way reorganised; or

        5.3.2  the issued ordinary share capital of the company is reduced;

        the number of shares which are the subject of any option and/or the
        purchase price thereof shall be adjusted in such manner as the auditors
        determine to be appropriate and, in making such determination, the
        auditors

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        shall ensure that as far as possible in the circumstances employees and
        retired employees are not prejudiced or given benefits beyond those
        provided for in the Option Scheme. The auditors shall confirm to the
        directors in writing that any such adjustments were calculated on a
        reasonable basis. The directors shall notify the employee or retired
        employee of that adjustment which will be binding on the company and on
        the employee and retired employee.

   5.4  In the event of capitalisation issue or rights issue or any sub-division
        or consolidation of shares or any reduction of the share capital of the
        company, the nominal value, the class and/or the number of shares which
        may be acquired or which are the subject of option and/or the exercise
        price thereof shall be adjusted in such manner as the auditors shall
        confirm in writing as being, in their opinion, fair and reasonable. Any
        such adjustment shall be made on the basis that the amount payable on
        full exercise of any option shall remain as nearly as possible the same
        as (but shall not be greater than) it was before such event PROVIDED
        however that no such adjustment shall be made to the extent that it
        would result in a share being issued in consideration of the payment of
        an exercise price less than its nominal value.

   5.5  The directors shall be entitled, subject to the provisions of the Option
        Scheme, to make and establish such rules and regulations, and to amend
        those rules and regulations, from time to time, as they may deem
        expedient or necessary for the proper implementation and administration
        of the Option Scheme.

   5.6  The company shall summarise in its annual financial statements the
        number of shares which were available to be utilised for purposes of
        the Option Scheme at the commencement of the financial period in
        question, the number of shares in respect of which options have been
        granted during the financial period in question and the number of
        shares reserved for the Option Scheme in respect of which options have
        not been granted on the last day of the financial period in question.

   5.7  If the company makes a rights offer, the number of shares which are the
        subject of unexercised options granted to a participant shall be deemed
        to have been increased in the same ratio as the increase in the number
        of issued shares in the company arising from such rights offer. The
        price at which the options for such additional shares may be exercised
        shall be the rights offer price.