AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

Shareholder Rights Agreement

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This Shareholder Rights Agreement involves

CIBC MELLON TRUST COMPANY | FASKEN MARTINEAU DUMOULIN LLP | GOLDEN STAR RESOURCES LTD | Relationship Management | Toronto-Dominion Bank

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Title: AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
Date: 8/7/2007
Industry: Gold and Silver Sector: Basic Materials

Exhibit 10.2

AMENDED AND RESTATED

SHAREHOLDER RIGHTS PLAN AGREEMENT

(amending and restating the Rights Agreement dated as of April 24, 1996, as amended by an Amending Agreement dated as of June 30, 1999, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004)

Dated as of May 9, 2007

BETWEEN

GOLDEN STAR RESOURCES LTD.

and

CIBC MELLON TRUST COMPANY

as Rights Agent

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