Rule 8.3- BHP Billiton PLC

Royal Bank of Scotland Group PLC
23 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                                          21 January 2008



Amendment: Trading and Positions in BHP Billiton Plc on 21 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          24,404,099    (1.0931%)  1,053,860    (0.0472%)
(2) Derivatives (other than
options)                             20,095    (0.0009%)    202,895    (0.0090%)
(3) Options and agreements to
purchase/sell                     2,723,000    (0.1219%)  2,860,000    (0.1281%)
                       Total     27,147,194    (1.2159%)  4,116,755    (0.1844%)



(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                              10,000   12.6190 GBP
Purchase                              10,000   13.1600 GBP
Purchase                              10,000   13.0660 GBP
Purchase                              20,000   13.2000 GBP
Purchase                              20,000   12.8270 GBP
Purchase                               7,000   12.4500 GBP
Purchase                               7,000   12.6090 GBP
Purchase                               3,000   12.2700 GBP
Purchase                               3,000   12.2800 GBP
Purchase                               3,000   12.4300 GBP
Purchase                               2,000   12.6600 GBP
Purchase                               3,000   12.8322 GBP
Purchase                               4,000   12.8900 GBP
Purchase                              11,000   13.0300 GBP
Purchase                              10,000   13.1200 GBP
Sale                                  11,800   12.3500 GBP
Sale                                  60,000   12.8240 GBP
Sale                                  30,000   12.6080 GBP
Sale                                     383   12.8600 GBP
Sale                                   7,000   12.9990 GBP
Sale                                     274   12.7000 GBP
Sale                                   2,352   12.8300 GBP
Sale                                     648   12.8400 GBP
Sale                                   5,000   13.1000 GBP
Sale                                   3,900   13.1300 GBP
Sale                                     100   13.1400 GBP

(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

Mar 2008
Call         Long          600                      0.0130 EUR
Warrant*

Dec 2008
Call         Long          382                      0.1700 EUR
Warrant*

Dec 2008
Call         Long          460.5                    0.1600 EUR
Warrant*

Dec 2008
Call         Short         10,000                   0.1400 EUR
Warrant*

Jun 2009
Call         Short         1,000                    0.1700 EUR
Warrant*


*All warrants in (b) - Late booking


(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                                             22 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       American,       date
        purchased derivative relates          (Note 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

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                                          21 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          1,232,490    (0.0366%)   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     1,232,490    (0.0366%)   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)

(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 (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                                             22 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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