exv4w4



 




Exhibit 4.4

Signed Copy


DEED OF AMENDMENT




to




THE GF MANAGEMENT INCENTIVE SCHEME




between




GOLD FIELDS LIMITED




and




TOKYO MOSIMA GABRIEL SEXWALE




and




GORDON RAE PARKER




 









 







TABLE OF CONTENTS



	 	 	 	 	 
	1 INTRODUCTION
	 	 	1	 
	2 AMENDMENT
	 	 	2	 
	3 OPERATION OF THE AMENDMENT
	 	 	3	 
	4 GENERAL
	 	 	3	 







 









 





DEED OF AMENDMENT



to



THE GF MANAGEMENT INCENTIVE SCHEME

(“scheme”)



between



GOLD FIELDS LIMITED

(Registration number 1968/004880/06)

(“company”)

of the first part



and



TOKYO MOSIMA GABRIEL SEXWALE

(“Sexwale”)



and



GORDON RAE PARKER

(“Parker”)



(in their capacity as trustees of The GF Management incentive Trust)

(collectively, “the trustees”)

of the second part




	1	 	INTRODUCTION





	1.1	 	On 10 November 1999, the trust deed (“deed”) constituting the scheme was
adopted by the company.
	 
	1.2	 	Clause 29 of the deed provides, inter alia, that it shall be competent for
the board of directors of the company (“board”) and the trustees to amend the
provisions of the scheme; provided that the sanction of the




 









 






	 	 	company in general meeting is required in certain
instances (“special instances”).
	 
	1.3	 	The board and the trustees have agreed to amend the deed in the manner set
out below.
	 
	1.4	 	It is recorded that-





	1.4.1	 	this deed of amendment has, or will shortly, be approved by the JSE
Securities Exchange; and
	 
	1.4.2	 	this deed of amendment does not require the sanction of the company in
general meeting since none of the special instances are applicable.





	2	 	AMENDMENT
	 
	 	 	The deed is hereby amended by -





	2.1	 	the deletion of the words “which he would have been entitled to have taken
delivery of in terms of 11.3 had he been employed two years after the date of
termination of his employment as aforesaid; or” where they appear in clause
19.12.1.1 thereof and the substitution of the words “whether or not he would
have been entitled to pay for and take delivery of such scheme shares in terms
of 11.3 or otherwise;” therefor;
	 
	2.2	 	the deletion of the words “which he would have been entitled to exercise in
terms of 16.1 had he been employed two years after the date of termination of
employment as aforesaid;” where they appear in clause 19.12.1.2 and the
substitution of the words “whether or not he would have been entitled to
exercise such share options in terms of 16.1 or otherwise;” therefor;
	 
	2.3	 	the deletion of the words “which he would have been entitled to make
payment for and take delivery of in terms of 20.2.3 had he been employed two
years after the date of termination of employment as




2









 






	 	 	aforesaid;” where they appear in clause 19.12.1.4
and the substitution of the words “whether or not he
would have been entitled to make payment for and take
delivery of such allocation shares in terms of 20.2.3 or
otherwise;” therefor.





	3	 	OPERATION OF THE AMENDMENT
	 
	 	 	The amendment to the deed in 2 shall apply with effect from the
date on which this deed of amendment is signed by the last of
its signatories.
	 
	4	 	GENERAL





	4.1	 	Unless the context clearly indicates a contrary intention, words and
expressions in the deed shall bear the same meanings in this deed of
amendment.
	 
	4.2	 	Save for the amendment in 2, the provisions of the deed
shall remain unaltered and in full force and effect.
	 
	4.3	 	If there is any conflict between the provisions of the deed and this deed
of amendment the provisions of this deed of amendment shall prevail.




	 	 	 
	Signed at Johannesburg on 4 May 2001


	 
	 	 






for Gold Fields Limited




/s/
who warrants that he is duly

authorised hereto




3









 





	 	 	 
	Signed at Johannesburg on 4 May 2001	 	

	 	 	 
	 	 	
/s/ Tokyo Mosima Gabriel Sexwale



Tokyo Mosima Gabriel Sexwale







	 	 	 
	Signed at Engelwood, Colorado on 21 May 2001	 	

	 	 	 
	 	 	
/s/ Gordon Rae Parker



Gordon Rae Parker








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