Rule 8.3 - BHP Billiton-Amend

Royal Bank of Scotland Group PLC
06 February 2008


                                                                        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                                          29 January 2008


Amendment: Cancellation of sale of 50,000 @ 14.2221 GBP on 05/02/08


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          25,628,837    (1.1479%)  1,306,327    (0.0585%)

(2) Derivatives (other than
options)                             22,880    (0.0010%)    185,065    (0.0082%)

(3) Options and agreements to
purchase/sell                     3,073,000    (0.1376%)  3,210,000    (0.1438%)

                       Total     28,724,717    (1.2865%)  4,701,392    (0.2105%)



(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                              11,340   13.9900 GBP
Purchase                               5,670   14.0200 GBP
Purchase                               5,669   14.0300 GBP
Purchase                               5,669   14.0400 GBP
Purchase                               3,562   14.0600 GBP
Purchase                               4,000   14.0700 GBP
Purchase                               9,105   14.0900 GBP
Purchase                               4,000   14.1000 GBP
Purchase                               3,562   14.1500 GBP
Purchase                               3,562   14.1600 GBP
Purchase                               3,562   14.1900 GBP
Purchase                             193,281   14.2100 GBP
Purchase                               2,396   14.2200 GBP
Purchase                               2,395   14.2300 GBP
Purchase                               4,832   14.2400 GBP
Purchase                               2,768   14.2500 GBP
Purchase                               5,536   14.2700 GBP
Purchase                               2,395   14.2800 GBP
Purchase                              12,177   14.2900 GBP
Purchase                               2,539   14.3000 GBP
Purchase                               4,315   14.3100 GBP
Purchase                               1,985   14.3200 GBP
Purchase                               6,043   14.3300 GBP
Purchase                               8,389   14.3400 GBP
Purchase                               7,053   14.3500 GBP
Purchase                               7,315   14.3600 GBP
Purchase                               9,149   14.3700 GBP
Purchase                               5,000   14.3900 GBP
Purchase                               3,867   14.4000 GBP
Purchase                               6,644   14.4100 GBP
Purchase                                 859   14.4900 GBP
Purchase                                 600   14.2300 GBP
Purchase                               3,000   14.3460 GBP
Purchase                               4,000   14.3880 GBP
Sale*                                 50,000   14.2131 GBP
Sale**                                50,000   14.2221 GBP
Sale                                 144,507   14.2352 GBP
Sale                                   2,260   14.2352 GBP
Sale                                      95   14.2400 GBP
Sale                                 100,000   14.2600 GBP
Sale                                     317   14.3100 GBP
Sale                                   5,000   14.3600 GBP
Sale                                     859   14.4900 GBP
Sale                                   4,000   14.4540 GBP
Sale                                   2,261   14.1510 GBP
Sale                                  32,400   14.1620 GBP
Sale                                  60,000   14.3180 GBP
Sale                                   5,000   14.0220 GBP
Sale                                     235   14.3610 GBP

*late booking on 30.01.08

** Late booking on 31.01.08

(b)               Derivatives transactions (other than options)
Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         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               American,          money
        purchasing,    which the option            European
        varying etc.   relates (Note 7)            etc.
e.g.                                      price                date   paid/
call                                                                  received
option                                                                per unit
                                                                      (Note 5)



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit (Note
option                        securities          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                                            06 February 2008

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 (Note American,       date
        purchased derivative relates          2)          European etc.
e.g.
call
option
Mar
2008    Purchased                   250,000   18.000 GBP  American        20 Mar
Call                                                                      2008
Option
Mar
2008    Written                     250,000   19.000 GBP  American        20 Mar
Call                                                                      2008
Option
Jun
2008    Written                      25,000   12.000 GBP  American        20 Jun
Put                                                                       2008
Option
Jun
2008    Written                     160,000   13.000 GBP  American        20 Jun
Put                                                                       2008
Option
Mar
2008    Written                     178,000   13.000 GBP  American        20 Mar
Put                                                                       2008
Option
Mar     Written                     500,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Call
Apr     Written                     110,000   9.850 GBP   American        11 Apr
2008                                                                      2008
Put
Mar     Written                     350,000   15.00 GBP   American        20 Mar
2008                                                                      2008
Call
Apr     Purchased                   110,000   9.850 GBP   American        11 Apr
2008                                                                      2008
Put
Mar     Written                   1,000,000   25.000 GBP  American        20 Mar
2008                                                                      2008
Call
Mar     Purchased                   500,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Call
Mar     Purchased                   350,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Call
Mar     Written                     500,000   10.000 GBP  American        20 Mar
2008                                                                      2008
Put
Mar     Written                     500,000   9.000 GBP   American        20 Mar
2008                                                                      2008
Put
Mar     Purchased                 1,000,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Put
Mar     Purchased                   500,000   9.000 GBP   American        20 Mar
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                                          29 January 2008



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          715,950      (0.0213%)   4,942,470    (0.1471%)


(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      715,950      (0.0213%)   4,942,470    (0.1471%)



(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)

(b) Derivatives transactions (other than options)
Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         5)
e.g. CFD



(c) Options transactions in respect of existing Purchase

securities

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



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit (Note
option                        securities          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                                             30 January 2008

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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