Rule 8.3- BHP Billiton-Amend

Royal Bank of Scotland Group PLC
24 December 2007


                                    FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)



1. KEY INFORMATION

Name of person dealing (Note 1)                          Royal Bank of Scotland
                                                         Group Plc

Company dealt in                                         BHP Billiton Plc

Class of relevant security to which the dealings being   ORD USD 0.50
disclosed relate (Note 2)

Date of dealing                                          20 December 2007



AMENDMENT: Trading and Positions in BHP Billiton Plc on 20 December 2007 should
read as follows:


2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                         Long                     Short
                               Number         (%)        Number       (%)
(1) Relevant securities          24,759,701    (1.1090%)  1,071,381    (0.0479%)
(2) Derivatives (other than
options)                                995    (0.0000%)    193,278    (0.0087%)
(3) Options and agreements to
purchase/sell                     2,523,000    (0.1130%)  2,410,000    (0.1079%)
                       Total     27,283,696    (1.2220%)  3,674,659    (0.1645%)



(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

          Class of relevant security:                  Long            Short
                                                Number      (%)    Number   (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                        Total



(c) Rights to subscribe (Note 3)

Class of relevant security:                                   Details



3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale                 Number of securities    Price per unit (Note 5)
Purchase                                    250,651   14.8100 GBP
Purchase                                      1,300   14.8300 GBP
Purchase                                     91,662   14.8799 GBP
Purchase                                    241,010   14.9000 GBP
Purchase                                         79   14.9100 GBP
Purchase                                     17,950   14.9200 GBP
Purchase                                     12,132   14.9300 GBP
Purchase                                      6,481   14.9400 GBP
Purchase                                      8,581   14.9500 GBP
Purchase                                         36   14.9700 GBP
Purchase                                        813   14.9800 GBP
Purchase                                      1,131   14.9900 GBP
Purchase                                      1,820   15.0000 GBP
Purchase                                        193   15.0800 GBP
Purchase                                        289   15.0900 GBP
Purchase                                    456,000   15.1066 GBP
Purchase                                     10,000   14.9200 GBP
Purchase                                     10,000   14.9100 GBP
Purchase                                      5,000   14.9300 GBP
Purchase                                      5,000   14.9300 GBP
Purchase                                     10,000   14.9100 GBP
Purchase                                     40,000   14.9300 GBP
Purchase                                    432,408   14.8566 GBP
Sale                                            526   14.8100 GBP
Sale                                          4,756   14.8400 GBP
Sale                                          6,094   14.8500 GBP
Sale                                         15,758   14.8600 GBP
Sale                                         10,065   14.8700 GBP
Sale                                         21,135   14.8800 GBP
Sale                                         13,467   14.8900 GBP
Sale                                         10,162   14.9000 GBP
Sale                                          2,536   14.9100 GBP
Sale                                          7,588   14.9200 GBP
Sale                                         25,160   14.9249 GBP
Sale                                         11,146   14.9300 GBP
Sale                                          8,678   14.9500 GBP
Sale                                            229   15.0600 GBP
Sale                                          5,000   14.8300 GBP
Sale*                                       250,651   14.8100 GBP
* Late booking on 21.12.2007

(b)   Derivatives transactions (other than options)

Product           Long/short   Number of securities     Price per unit 
name,             (Note  6)    (Note 7)                 (Note 5)
e.g. CFD

Dec 2007 Put
Warrant           Short        5,015                     0.000001 EUR

Dec2007 Call
Warrant           Long         1,324.50                  0.128600 EUR

Dec 2007 Put
Warrant           Short        8,000                     0.000001 EUR

Dec2007 Call
Warrant           Long         1,250                     0.000001 EUR

Dec2007 Call                           
Warrant           Long         33                        0.000001 EUR

(c)   Options transactions in respect of existing securities


(i)   Writing, selling, purchasing or varying

Product Writing,       Number of          Exercise Type, e.g.  Expiry  Option
name,   selling,       securities to      price    American,   date    money
        purchasing,    which the option            European            paid/
        varying etc.   relates (Note 7)            etc.                received
e.g.                                                                   per unit
call                                                                   (Note 5) 
option                                                                
                                                                     



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit 
option                        securities          (Note 5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)  Details  Price per unit (if applicable) (Note 5)


4. OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.



Is a Supplemental Form 8 attached? (Note 9) YES/NO



Date of disclosure                                            24 December 2007

Contact name                                                  Richard Hopkins

Telephone number                                              [phone]

If a connected EFM, name of offeree/with which connected
If a connected EFM, state nature of connection (Note 10)

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk














                                                             SUPPLEMENTAL FORM 8



                           DETAILS OF OPEN POSITIONS

   (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as
                                  appropriate)



OPEN POSITIONS (Note 1)

Product Written     Number of securities to   Exercise    Type, e.g.      Expiry
name,   or              which the option or   price       American,       date
        purchased        derivative relates   (Note 2)    European etc.
e.g.
call
option

Dec
2007    Written                     500,000   10.0000 GBP American        21 Dec
Put                                                                       2007
Option

Mar
2008    Purchase                    250,000   18.0000 GBP American        20 Mar
Call                                                                      2008
Option

Mar
2008    Written                     250,000   19.0000 GBP American        20 Mar
Call                                                                      2008
Option

Dec
2007    Written                      70,000   10.0000 GBP American        21 Dec
Put                                                                       2007
Option

Dec
2007    Written                      30,000   10.5000 GBP American        21 Dec
Put                                                                       2007
Option

Dec
2007    Written                      50,000   11.0000 GBP American        21 Dec
Put                                                                       2007
Option

Dec
2007    Written                      50,000   12.0000 GBP American        21 Dec
Put                                                                       2007
Option

Jun
2008    Written                      25,000   12.0000 GBP American        20 Jun
Put                                                                       2008
Option

Jun
2008    Written                     160,000   13.0000 GBP American        20 Jun
Put                                                                       2008
Option

Mar
2008    Written                     178,000   13.0000 GBP American        20 Mar
Put                                                                       2008
Option

Dec     Written                     300,000   14.00 GBP   American        21 Dec
2007                                                                      2007
Call

Jan     Written                     500,000   16.00 GBP   American        18 Jan
2008                                                                      2008
Call

Dec     Written                     250,000   15.00 GBP   American        21 Dec
2007                                                                      2007
Call

Dec     Written                     500,000   13.00 GBP   American        21 Dec
2007                                                                      2007
Call

Dec     Purchased                   300,000   14.00 GBP   American        21 Dec
2007                                                                      2007
Call

Dec     Purchased                   300,000   14.00 GBP   American        21 Dec
2007                                                                      2007
Call

Dec     Purchased                   500,000   16.00 GBP   American        21 Dec
2007                                                                      2007
Call

Mar     Written                     500,000   10.00 GBP   American        20 Mar
2008                                                                      2008
Put

Apr     Written                     110,000   10.00 GBP   American        11 Apr
2008                                                                      2008
Put

Apr     Purchased                   110,000   10.00 GBP   American        11 Apr
2008                                                                      2008
Put


Notes


1. Where there are open option positions or open derivative positions (except
for CFDs), full details should be given. Full details of any existing agreements
to purchase or to sell should also be given on this form.


2. For all prices and other monetary amounts, the currency must be stated.


For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk



                                    FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)



1. KEY INFORMATION

Name of person dealing (Note 1)                          Royal Bank of Scotland
                                                         Group Plc
Company dealt in                                         BHP Billiton Ltd
Class of relevant security to which the dealings being   Ordinary
disclosed relate (Note 2)

Date of dealing                                          20 December 2007



2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                        Long                     Short
                              Number       (%)          Number        (%)
(1) Relevant securities          730,619      (0.0217%)   4,827,803    (0.1437%)
(2) Derivatives (other than
options)                               0         (0.0%)           0       (0.0%)
(3) Options and agreements to
purchase/sell                          0         (0.0%)           0       (0.0%)
                      Total      730,619      (0.0217%)   4,827,803    (0.1437%)



(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

          Class of relevant security:                  Long            Short
                                                Number      (%)    Number   (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                        Total



(c) Rights to subscribe (Note 3)

Class of relevant security:                                   Details










3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale    Number of securities          Price per unit (Note 5)
Sale                          500,000          35.00 AUD
Sale                           50,000          37.00 AUD
Sale                          400,000          40.01 AUD
Sale                          565,000          44.00 AUD
Sale                          750,000          46.00 AUD
TOTAL:                      2,265,000

(b) Derivatives transactions (other than options)

Product      Long/short      Number of securities    Price per unit 
name,        (Note 6)        (Note 7)                (Note 5)
e.g. CFD



(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product Writing,       Number of          Exercise Type, e.g.  Expiry Option
name,   selling,       securities to      price    American,   date   money
        purchasing,    which the option            European           paid/
        varying etc.   relates (Note 7)            etc.               received
e.g.                                                                  per unit
call                                                                  (Note 5)
option                                                                
                                                                      



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit 
option                        securities          (Note 5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)  Details  Price per unit (if applicable) (Note 5)


4. OTHER INFORMATION


Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.



Is a Supplemental Form 8 attached? (Note 9) YES/NO



Date of disclosure                                            24 December 2007

Contact name                                                  Richard Hopkins

Telephone number                                              [phone]

If a connected EFM, name of offeree/with which connected
If a connected EFM, state nature of connection (Note 10)



Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




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