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

Exhibit 4.32

		Randgold Resources Limited Reg Xx. 00000 0xx Xxxxx, Xxxxx Xxxxxxxx 00 Xxxxxxx Xxxxxx Xx. Xxxxxx, Xxxxxx XX0 0XX CHANNEL ISLANDS TEL : x00 0000 000 000 FAX : x00 0000 000 000

PRIVATE & CONFIDENTIAL

Xxxxxx Xxxxxxxxxxxx

Echo des Vagues

La Xxx xx xx Xxxxx

Xxxxxxxxx

Xxxxxx XX0 0XX

28 January 2013

Dear Xxxxxx

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:

(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

(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.

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.

Yours sincerely

Xxxxxxxx Xxxxxxx

Chairman

for and on behalf of

RANDGOLD RESOURCES LIMITED

I, Xxxxxx Xxxxxxxxxxxx of Echo des Vagues, La Xxx xx xx Xxxxx, Xxxxxxxxx, Xxxxxx XX0 0XX, hereby confirm my agreement to the variation of the terms of my Service Agreement set out above.

Signed as a deed		)
by Xxxxxx Xxxxxxxxxxxx		)
in the presence of:		)
		Signature
		Name of witness		(WITNESS)
				XXXXXX XXXXX
		Address of witness		00 XXXXXXX XXXXXX
				XX. XXXXXX XXXXXX XX0 0XX
		Date		28 JANUARY 2013

APPENDIX A

Randgold Resources Group Life Assurance Scheme Summary

UNDERWRITER		Generali Worldwide
POLICY NUMBER		802.971
INCEPTION DATE		1st March 2012
NEXT POLICY REVIEW DATE		1st March 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.

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.

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”.”.

APPENDIX B

Randgold Resources Monthly Disability Income Benefits Scheme Summary

UNDERWRITER		Generali Worldwide
POLICY NUMBER		803.018
INCEPTION DATE		1st March 2012
NEXT POLICY REVIEW DATE		1st March 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

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”.