Rule 8.3- BHP Billiton PLC

Royal Bank of Scotland Group PLC
21 January 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                                          17 January 2008



Amendment: Trading and positions in BHP Billiton Plc on 17th January 2008 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          24,410,225    (1.0933%)  1,118,460    (0.0500%)

(2) Derivatives (other than
options)                             20,595    (0.0009%)    185,537    (0.0083%)

(3) Options and agreements to
purchase/sell                     2,723,000    (0.1219%)  3,360,000    (0.1505%)

                       Total     27,153,820    (1.2161%)  4,663,997    (0.2089%)



(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                               2,500   13.5200 GBP
Purchase                               2,469   13.5600 GBP
Purchase                              12,207   13.6323 GBP
Purchase                             100,000   13.6499 GBP
Purchase                               3,450   13.6500 GBP
Purchase                               4,000   13.7100 GBP
Purchase                               4,000   13.7500 GBP
Purchase                                 322   13.7700 GBP
Purchase                               4,678   13.7900 GBP
Purchase                              50,000   13.8200 GBP
Purchase                              50,000   13.8480 GBP
Purchase                              10,000   14.1100 GBP
Purchase                              70,000   13.6170 GBP
Purchase                              10,000   13.5600 GBP
Purchase                              10,000   13.5190 GBP
Purchase                              34,000   14.2060 GBP
Purchase                              10,000   13.9100 GBP
Purchase                              20,000   13.7100 GBP
Sale                                   8,796   13.5300 GBP
Sale                                   3,411   13.5500 GBP
Sale                                   1,100   13.5900 GBP
Sale                                  16,270   13.6500 GBP
Sale                                   2,830   13.6697 GBP
Sale                                  32,540   13.6700 GBP
Sale                                   6,200   13.6800 GBP
Sale                                   2,000   13.6900 GBP
Sale                                   2,000   13.7900 GBP
Sale                                   4,000   13.9100 GBP
Sale                                  10,000   13.7140 GBP
Sale*                                  6,811   13.8786 GBP
Sale                                  10,000   14.3100 GBP
Sale                                  10,000   13.9300 GBP
Sale                                  10,000   13.8570 GBP
Sale                                   4,800   13.4900 GBP

*late booking

(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 2008 Put
Warrant      Long                                    400   0.5800 EUR

Jun 2008 Put
Warrant      Long                                 20,000   0.1700 EUR

Jun 2008
Call         Long                                    150   0.0380 EUR
Warrant

Dec 2008
Call         Long                                    500   0.5600 EUR
Warrant

Dec 2008
Call         Long                                    300   0.1800 EUR
Warrant

Dec 2008
Call         Short                                  1000   0.0890 EUR
Warrant

Dec 2008
Call         Long                                    400   0.0490 EUR
Warrant

Jun 2009
Call         Short                                  2000   0.2900 EUR
Warrant

(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                                             21 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





                                                             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

Jan     Written                     500,000   16.000 GBP  American        18 Jan
2008                                                                      2008
Call

Mar     Written                     500,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Put

Apr     Written                     110,000   9.850 GBP   American        11 Apr
2008                                                                      2008
Put

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     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                                          17 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          1,282,990    (0.0382%)   4,814,563    (0.1433%)

(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     1,282,990    (0.0382%)   4,814,563    (0.1433%)



(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                               3,608   36.50 AUD
Sale                                   3,608   36.50 AUD
Sale                                 100,000   36.63 AUD

(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 Purchase

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                                             18 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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