RIO TINTO PLC (Form: S-8, Received: 12/07/2007 08:52:57)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE
THE SECURITIES ACT OF 1933


Rio Tinto plc		Rio Tinto Limited
		ABN 96 004 458 404
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)


England and Wales (State or other jurisdiction of incorporation or organization)		None (I.R.S. Employer Identification No.)		Australia (State or other jurisdiction of incorporation or organization)		None (I.R.S. Employer Identification No.)


6 St James’s Square London, SW1Y 4LD, United Kingdom (Address of principal executive offices)		120 Collins Street Melbourne, Victoria 3000, Australia (Address of principal executive offices)

Rio Tinto plc Share Option Plan 2004 Rio Tinto plc Mining Companies Comparative Plan 2004 Rio Tinto plc Management Share Plan 2007 (Full title of plans)		Rio Tinto Limited Share Option Plan 2004 Rio Tinto Limited Mining Companies Comparative Plan 2004 Rio Tinto Limited Management Share Plan 2007 (Full title of plans)

Shannon Crompton
Corporate Secretary
Rio Tinto Services Inc
80 State Street
Albany
New York, 12207-2543
(Name and address of agent for service)

(801) 563-6707
(Telephone number, including area code, for agent for service)

CALCULATION OF REGISTRATION FEE

Title of each class

Amount

Proposed maximum

Amount of

of securities

to be

offering price

aggregate offering

registration

to be registered

registered ⁽¹⁾⁽²⁾

per share ⁽³⁾

price ⁽⁴⁾

fee

Rio Tinto plc ordinary shares of 10p each

- Share Option Plan 2004
- Mining Companies Comparative Plan 2004
- Management Share Plan 2007

1,025,000
936,000
103,000

57.45
57.45
57.45

$34,953,973
$32,501,902
$5,917,663

$1,075
$1,013
$184

Rio Tinto Limited shares

- Share Option Plan 2004
- Mining Companies Comparative Plan 2004
- Management Share Plan 2007

144,000
145,000
20,000

65.70
65.70
65.70

$5,830,749
$5,896,446
$1,313,944

$184
$184
$61

$2,702


(1)		Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers such indeterminate number of additional shares as may be issuable under the plan in connection with variations in share capital, demergers, special dividends or similar transactions.

(2)		The amount of ordinary shares being registered represents the estimated maximum aggregate projected amount issuable to the employees in the United States of each Registrant pursuant to such plans for grants made to date.

(3)		Stated for the purposes of calculating the registration fee only in accordance with Rule 457(c) and Rule 457(h) under the Securities Act.

(4)		The aggregate offering price is based upon,

	•		for the Rio Tinto plc Share Option Plan 2004, the weighted average price of Rio Tinto plc ordinary shares of 10p each at which options issued may be exercised of £16.57;

	•		for the Rio Tinto plc Mining Companies Comparative Plan 2004, the weighted average market price of Rio Tinto plc ordinary shares of 10p each quoted on the London Stock Exchange at the time grants were made of £16.88;

	•		for the Rio Tinto plc Management Share Plan 2007, the market price of Rio Tinto plc ordinary shares of 10p each quoted on the London Stock Exchange at the time grants were made of £27.92;

	•		for the Rio Tinto Limited Share Option Plan 2004, the weighted average price of Rio Tinto Limited shares at which options issued may be exercised of A$46.40;

	•		for the Rio Tinto Limited Mining Companies Comparative Plan 2004, the weighted average market price of Rio Tinto Limited shares quoted on the Australian Securities Exchange at the time grants were made of A$46.60; and

	•		for the Rio Tinto Limited Management Share Plan 2007, the market price of Rio Tinto Limited shares quoted on the Australian Securities Exchange at the time grants were made of A$75.29;

translated into US dollars at the noon buying rates as posted by the Federal Reserve Bank of New York on 4 December 2007 of USD 2.0577 per GBP 1.00 and USD 0.8726 per AUD 1.00.

TABLE OF CONTENTS


PART I
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBITS
EX-4.3: RULES OF THE SHARE OPTION PLAN 2004
EX-4.4: RULES OF THE COMPARATIVE PLAN 2004
EX-4.5: RULES OF MANAGEMENT SHARE PLAN 2007
EX-4.6: RULES OF THE SHARE OPTION PLAN 2004
EX-4.7: RULES OF THE COMPARATIVE PLAN 2004
EX-4.8: RULES OF THE SHARE PLAN 2007
EX-5.1: OPINION OF MR. CHARLES LAWTON
EX-5.2: OPINION OF MR. STEPHEN CREESE
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2: CONSENT OF INDEPENDENT AUDITORS

PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS

Explanatory note:

As permitted by Rule 428 under the Securities Act of 1933, as amended, this registration statement omits the information specified in Part I of Form S-8. We will deliver the documents containing the information specified in Part I to the participants in the plans covered by this registration statement as required by Rule 428(b). We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Securities and Exchange Commission (the “Commission”) allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and subsequent information that we file with the Commission will automatically update and supersede this information. Information set forth in this registration statement supersedes any previously filed information that is incorporated by reference into this registration statement. We incorporate by reference into this registration statement Rio Tinto’s Annual report on Form 20-F for the year ended 31 December 2006. The Description of Rio Tinto plc’s Equity Securities is hereby incorporated by reference to such description contained in Rio Tinto’s Form 6-K filed on 5 June 2007.

In addition, certain reports on Form 6-K (to the extent designated therein) and all documents subsequently filed by Rio Tinto pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities hereby registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be part hereof from the date of filing such documents.

Item 4. Description of Securities

The Description of Rio Tinto Limited’s Equity Securities is hereby incorporated by reference to such description contained in Rio Tinto’s Form 6-K filed on 5 June 2007.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Rio Tinto plc

Article 143 Indemnity, of Rio Tinto plc’s Articles of Association provides:

“(A) Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company shall be indemnified by the Company out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

“(B) Without prejudice to paragraph (A) of this Article the Directors shall have power to purchase and maintaining insurance for or for the benefit of any persons who are all were at any time Directors, officers

or employees of any Relevant Company (as defined in paragraph (C) of this Article) or who are all were at any time trustees of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liabilities incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of the powers and/or otherwise in relation to their duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees’ share scheme.

“(C) For the purpose of paragraph (B) of this Article Relevant Company shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body and shall include Rio Tinto Limited (“RTL”) and any controlled entity of RTL (within the meaning of the Corporations Act).”

The Rio Tinto Group has therefore during the year paid premiums for directors’ and officers’ insurance. In broad terms, the insurance indemnifies individual directors’ and officers’ personal legal liability and costs for claims arising out of actions taken in connection with Group business. It is a condition of the insurance policy that detailed terms and premiums paid cannot be disclosed.

With effect from 1 October 2007, the following provisions of the Companies Act 2006 (inserted by para. 2(1)(d) Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007) provide as follows:

“232 Provisions protecting directors from liability

(1)

Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2)

Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void except as permitted by —

	(a)		section 233 (provision of insurance),

	(b)		section 234 (qualifying third party indemnity provision), or

	(c)		section 235 (qualifying pension scheme indemnity provision).

(3)

This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4)

Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233 Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

234 Qualifying third party indemnity provision

(1)

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2)

Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3)

The provision must not provide any indemnity against -

(a)

any liability of the director to pay -

	(i)		a fine imposed in criminal proceedings, or

	(ii)		a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b)

any liability incurred by the director -

	(i)		in defending criminal proceedings in which he is convicted, or

	(ii)		in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

	(iii)		in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4)

The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5)

For this purpose -

(a)

a conviction, judgment or refusal of relief becomes final -

	(i)		if not appealed against, at the end of the period for bringing an appeal, or

	(ii)		if appealed against, at the time when the appeal (or any further appeal) is disposed of, and

(b)

an appeal is disposed of -

(i)

if it is determined and the period of bringing any further appeal has ended, or

(ii)

if it is abandoned or otherwise ceases to have effect.

(6)		The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under -

		section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

		section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235 Qualifying pension scheme indemnity provision

(1)

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2)

Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3)

The provision must not provide any indemnity against -

(a)

any liability of the director to pay -

	(i)		a fine imposed in criminal proceedings, or

	(ii)		a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b)

any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4)

The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5)

For this purpose -

(a)

a conviction becomes final -

	(i)		if not appealed against, at the end of the period for bringing an appeal, or

	(ii)		if appealed against, at the time when the appeal (or any further appeal is disposed of, and

(b)

an appeal is disposed of -

	(i)		if it is determined and the period for bringing any further appeal has ended, or

	(ii)		if it is abandoned or otherwise ceases to have effect.

(6)

In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.”

“256 Associated bodies corporate

For the purposes of this Part —

	(a)		bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

	(b)		companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.”

“239 Ratification of acts of directors

(1)

This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

(2)

The decision of the company to ratify such conduct must be made by resolution of the members of the company.

(3)

Where the resolution is proposed as a written resolution neither the director (if a member of the company) not any member connected with him is an eligible member.

(4)

Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

(5)

For the purposes of this section —

	(a)		“conduct” includes acts and omissions;

	(b)		“director” includes a former director;

	(c)		a shadow director is treated as a director; and

(d)

in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

(6)

Nothing in this section affects —

	(a)		the validity of a decision taken by unanimous consent of the members of the company, or

	(b)		any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

(7)

This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.”

Rio Tinto Limited

Rule 144 Indemnity, of Rio Tinto Limited’s Constitution provides:

“(1) The Company shall indemnify each officer of the Company and each officer of each wholly owned subsidiary of the Company out of the assets of the Company to the relevant extent against any liability incurred by the officer in the conduct of the business of the Company or in the conduct of the business of such wholly owned subsidiary of the Company (as the case may be) or in the actual or purported execution or discharge of the duties of the officer.

(2) To the extent permitted by law, the Company may pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer or employee of any relevant company, including (without limitation) insurance against liability incurred by the officer or employee in the conduct of the business of the relevant company or in the actual or purported execution or discharge of the duties of the officer or employee.

(3) In this Rule:

(a) “officer” means:

(i) a director, secretary or executive officer, or

(ii) a person appointed as a trustee by, or acting as a trustee at the express request of, the Company or a wholly owned subsidiary of the Company.

(b) “duties “ includes duties and powers arising by reason of, or otherwise in connection with the appointment or nomination of the person by the Company or any relevant company to any other corporation.

(d) “to the relevant extent” means:

(i) to the extent the Company is not precluded by law from doing so;

(ii) where the liability is incurred in the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation; and

(iii) to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not otherwise actually indemnified.

(e) “relevant company” means the Company, any holding company of the Company, any body (whether or not incorporated) in which the Company or such holding company (or any predecessors of the Company or such holding company of the Company) has or had any interest (whether direct or indirect), any body that is in any way allied to or associated with the Company, and Rio Tinto plc and any of its subsidiaries.”

Section 199A(1) of the Corporations Act 2001 (Commonwealth) (the “Corporations Act”) provides that a company or a related body corporate must not exempt a person from a liability to the company incurred as an officer of the company.

Section 199A(2) of the Corporations Act provides that a company or a related body corporate must not indemnify a person against any of the following liabilities incurred as an officer of the company:

•

a liability owed to the company or a related body corporate;

•

a liability for a pecuniary penalty order or compensation order under specified provisions of the Corporations Act; or

•

a liability that is owed to someone other than the company or a related body corporate that did not arise out of conduct in good faith.

Section 199A(2) does not apply to a liability for legal costs.

Section 199A(3) provides that a company or a related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer of the company if the costs are incurred:

•

in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under Section 199A(2); or

•

in defending or resisting criminal proceedings in which the person is found guilty; or

•

in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

•

in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

Section 199B of the Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:

•

conduct involving a willful breach of any duty in relation to the company; or

•

a contravention of the officer’s duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer

For the purpose of Sections 199A and 199B, an “officer” of a company includes:

•

a director or secretary;

•

a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;

•

a person who has the capacity to significantly affect the company’s financial standing; and

•

a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

See index of Exhibits attached hereto.

Item 9. Undertakings

(a)

Each undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii)		To reflect in the prospectus any facts or events are arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the

			Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(iii)		To include any material information with respect of the plan of distribution not previously disclosed in the registration statement what any material change to such information in the registration statement;

			Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

	(2)		That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)		That, for the purposes of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than director, officer or controlling person in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto to duly authorized in the city of London, United Kingdom, on 30 August 2007.


Rio Tinto plc (Registrant)		Rio Tinto Limited (Registrant)

By /s/ Ben Mathews Ben Mathews Secretary (Signature and Title)		By /s/ Ben Mathews Ben Mathews Assistant Secretary (Signature and Title)

POWER OF ATTORNEY

Each director and officer of the Rio Tinto plc and Rio Tinto Limited whose signature appears below hereby constitutes and appoints Shannon Crompton, the agent for service named in the registration statement, and appoints each of Paul Skinner, Guy Elliott and Tom Albanese, to be his or her true and lawful attorney-in-fact and agent, for him or her, and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file any amendments to this registration statement on Form S-8 necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in this registration statement as such attorney-in-fact deems appropriate, and any subsequent registration statement for the same offering that may be filed under Rule 462(b) under the Securities Act of 1933, as amended.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

For and on behalf of Rio Tinto plc:


Signature	Title	Date

/s/ Paul Skinner
Paul Skinner	Chairman	7 December 2007

/s/ Tom Albanese
Tom Albanese	Chief executive	7 December 2007

/s/ Guy Elliott
Guy Elliott	Finance director	7 December 2007

/s/ Dick Evans
Dick Evans	Executive director	7 December 2007

/s/ David Clementi
Sir David Clementi	Non executive director	7 December 2007


Signature	Title	Date

/s/ Vivienne Cox
Vivienne Cox	Non executive director	7 December 2007

Sir Rod Eddington	Non executive director

Michael Fitzpatrick	Non executive director

Yves Fortier	Non executive director

/s/ Richard Goodmanson
Richard Goodmanson	Non executive director	7 December 2007

/s/ Andrew Gould
Andrew Gould	Non executive director	7 December 2007

/s/ Kerr of Kinlochard
Lord Kerr of Kinlochard	Non executive director	7 December 2007

/s/ David Mayhew
David Mayhew	Non executive director	7 December 2007

Sir Richard Sykes	Non executive director

Paul Tellier	Non executive director

/s/ Shannon Crompton
Shannon Crompton	Authorized Representative in the United States of America	7 December 2007

For and on behalf of Rio Tinto Limited:


Signature	Title	Date

/s/ Paul Skinner
Paul Skinner	Chairman	7 December 2007

/s/ Tom Albanese
Tom Albanese	Chief executive	7 December 2007

/s/ Guy Elliott
Guy Elliott	Finance director	7 December 2007

/s/ Dick Evans
Dick Evans	Executive director	7 December 2007

/s/ David Clementi
Sir David Clementi	Non executive director	7 December 2007

/s/ Vivienne Cox
Vivienne Cox	Non executive director	7 December 2007

Sir Rod Eddington	Non executive director

Michael Fitzpatrick	Non executive director

Yves Fortier	Non executive director

/s/ Richard Goodmanson
Richard Goodmanson	Non executive director	7 December 2007

/s/ Andrew Gould
Andrew Gould	Non executive director	7 December 2007


Signature	Title	Date

/s/ Kerr of Kinlochard
Lord Kerr of Kinlochard	Non executive director	7 December 2007

/s/ David Mayhew
David Mayhew	Non executive director	7 December 2007

Sir Richard Sykes	Non executive director

Paul Tellier	Non executive director

/s/ Shannon Crompton
Shannon Crompton	Authorized Representative in the United States of America	7 December 2007

EXHIBITS

The following are filed at exhibits to this registration statement:


4.1		Memorandum and Articles of Association of Rio Tinto plc (adopted by special resolution passed on 11 April 2002 and amended on 14 April 2005 and 13 April 2007), incorporated herein by reference to Exhibit 1.1 to Rio Tinto’s Annual Report on Form 20-F for the financial year ended 31 December 2006 (File No. 1-10533)

4.2		Constitution of Rio Tinto Limited (ACN 004 458 404) (as adopted by special resolution passed on 24 May 2000 and amended by special resolution on 18 April 2002, 29 April 2005 and 27 April 2007), incorporated herein by reference to Exhibit 1.2 to Rio Tinto’s Annual Report on Form 20-F for the financial year ended 31 December 2006 (File No. 1-10533)

4.3		Rules of the Rio Tinto plc Share Option Plan 2004

4.4		Rules of the Rio Tinto plc Mining Companies Comparative Plan 2004

4.5		Rules of the Rio Tinto plc Management Share Plan 2007

4.6		Rules of the Rio Tinto Limited Share Option Plan 2004

4.7		Rules of the Rio Tinto Limited Mining Companies Comparative Plan 2004

4.8		Rules of the Rio Tinto Limited Management Share Plan 2007

5.1		Opinion of Mr Charles Lawton, The Legal Adviser, Rio Tinto plc, as to the validity of the newly issued shares

5.2		Opinion of Mr Stephen Creese, General Counsel, Rio Tinto Limited, as to the validity of the newly issued shares

23.1		Consent of Independent Registered Public Accounting Firms to the incorporation of the audit report relating to the Rio Tinto Group by reference.

23.2		Consent of Independent Auditors to the incorporation of the audit report relating to Minera Escondida Limitada by reference.

24.		Power of Attorney (included on the signature page of this registration statement)

Exhibit 4.3

RULES OF THE RIO TINTO SHARE OPTION PLAN 2004


Shareholders’ Approval:		22 April 2004

Directors’ Adoption:		22 April 2004

Expiry Date:		22 April 2014

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref 01/145/A Croft

RULES OF THE RIO TINTO SHARE OPTION PLAN 2004

1		Meanings Of Words Used

		In these Rules:

		“Business Day” means a day on which the London Stock Exchange is open for the transaction of business;

		“Company” means Rio Tinto plc;

		“Committee” means the Remuneration Committee of the board of directors of the Company as constituted from time to time;

		“Control” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act 1988;

		“Date of Grant” means the date on which the Committee resolves to grant an Option;

		“Eligible Employee” means any executive director, employee or class of employees of a Participating Company who is approved by the Committee;

		“Member of the Group” means:

	(i)		the Company; and

	(ii)		its Subsidiaries from time to time; and

	(iii)		any other company which is associated with the Company and is designated by the Committee as a Member of the Group;

		“Option” means a right to acquire Shares granted under the Plan;

		“Optionholder” means a person holding an Option or his personal representatives;

		“Option Period” means a period starting on the Date of Grant of an Option and ending at the end of the day before the 10th anniversary of the Date of Grant or such shorter period as may be specified on the Date of Grant;

		“Option Price” means the amount payable for each Share on the exercise of an Option calculated as described in Rule 3, and subject to any variation under Rule 5;

		“Participating Companies means.

	(i)		the Company; and

	(ii)		any Subsidiary and any other company which is designated by the Committee as a Participating Company.

		“Performance Condition” means any condition or conditions imposed under Rule 2.3;

		“Rules” means these rules as changed from time to time;

		“Plan” means this Plan known as “The Rio Tinto Share Option Plan 2004”;

		“Shares” means fully paid ordinary shares in the capital of the Company; and

		“Subsidiary” means a company which is a subsidiary of the Company within the meaning given by Section 736 of the Companies Act 1985.

2		Grant Of Options

2.1		Grant of Options:

		The Committee may grant to any Eligible Employee an Option to acquire such number of Shares as they may determine, provided that the value of the number of Shares over which Options granted in respect of any financial year of the Company shall not exceed 300% of the Eligible Employee’s basic rate of pay at 1 March of the calendar year in which the Option is granted. The value of the Shares for this purpose shall be determined by taking the average of the middle market quotations shown on the Official List of the London Stock Exchange for each Friday in the year immediately preceding the commencement of the relevant Option Period, or in such other way as the Committee may determine.

2.2		Time when Options may be granted:

2.2.1

Options may only be granted within 42 days starting on any of the following:

	(i)		the day after the announcement of the Company’s results to the London Stock Exchange for any period. The Committee may not grant Options at any time which would cause the Option Price to be calculated by reference to any days on or before that announcement;

	(ii)		the adoption of the Plan;

	(iii)		any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Options; or

	(iv)		any day on which changes to the legislation or regulations affecting share option plans are announced, effected or made.

	2.2.2		The Committee may only grant Options between the adoption of the Plan and the 10th anniversary of that date.

	2.2.3		If the Committee cannot grant any Options due to restrictions imposed by statute, order, regulation or government directive, or by any code adopted by the Company based on the London Stock Exchanges model code for securities transactions by directors of listed companies, the Committee may grant Options within 42 days after the lifting of such restrictions.

2.3		Performance Condition:

		When granting an Option, the Committee must make its exercise conditional on the satisfaction of a Performance Condition. The Performance Condition must be objective, and specified at the Date of Grant. The Committee may waive or change the Performance Condition if anything happens which causes the Committee to consider that:

	2.3.1		a changed Performance Condition would be a fairer measure of performance, and would be no more difficult to satisfy; or

	2.3.2		the Performance Condition should be waived.

2.4		Option Certificates:

		Each Optionholder will receive an option certificate, which may be executed as a deed, on or as soon as practicable after the Date of Grant.

2.5		No Payment:

		Optionholders are not required to pay for the grant of any Option.

2.6		Disclaimer of Option:

		Any Optionholder may disclaim all or part of his Option by notice in writing to the Secretary of the Company. If this happens the Option will be deemed never to have been granted under the Plan. No consideration is payable for the disclaimer.

2.7		Disposal restrictions:

		Except for the transmission of an Option on the death of an Optionholder to his personal representatives, neither an Option nor any rights in respect of it may be transferred, assigned or otherwise disposed of by an Optionholder to any other person.

2.8		Administrative errors:

		If the Committee tries to grant an Option which is inconsistent with Rule 4 (plan limits), the Option will be limited and will take effect from the Date of Grant on a basis consistent with Rule 4.

3		Option Price

3.1		Setting the Price:

		The Committee will set the Option Price on the Date of Grant. The Option Price will be:

		3.1.1 not less than the market value of a Share on the Date of Grant; and

		3.1.2 if the Shares are to be subscribed, not less than the nominal value of a Share.

3.2		Market value:

		“Market value” for the purpose of this Rule on any particular day means the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) on any period of five Business Days of which the last falls no earlier than five days before the Date of Grant.

4		Plan Limits

4.1		10 per cent. 10 year limit:

		The number of Shares which may be allocated under the Plan on any day will not exceed 10 per cent, of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share plan operated by the Company.

4.2		5 per cent. 10 year limit:

		The number of Shares which may be allocated under the Plan on any day will not exceed 5 per cent, of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share plan adopted by the Company.

4.3		Exclusions:

		Where the right to acquire Shares is released or lapses without being exercised, the Shares concerned will be ignored when calculating the limits in this Rule.

4.4		Meaning of Allocate:

		“Allocate” means, in relation to any share option plan, placing unissued Shares or treasury Shares under option and, in relation to other types of employee share plan, the issue and allotment of Shares or the transfer of Shares out of treasury.

5		Variations In Share Capital

5.1		Adjustment of Options:

		If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, a demerger (in whatever form) or if the Company makes a special distribution including a distribution in specie:

	5.1.1		the number or nominal amount of Shares comprised in each Option; and

	5.1.2		the Option Price

		may be adjusted in any way (including retrospective adjustments) in which the Committee considers appropriate.

5.2		Nominal Value:

		The Option Price of an Option to acquire existing Shares may be adjusted to a price which is less than the nominal value. The Option Price of an Option to subscribe for new Shares may only be adjusted to a price less than the nominal value, if the Committee resolves to capitalise the reserves of the Company in an amount equal to the difference between the adjusted Option Price and the nominal value of the Shares on the date of allotment.

5.3		Notice:

		The Committee may notify Optionholders of any adjustment made under this Rule 5.

6		Exercise And Lapse — General Rules

6.1		Exercise:

		Except where exercise is allowed as described in Rule 7, an Option can only be exercised:

	6.1.1		on or after the third anniversary of its Date of Grant, or such other date as may be specified on the Date of Grant;

	6.1.2		if any Performance Condition is satisfied or waived; and

	6.1.3		so long as the Optionholder is a director or employee of a Member of the Group.

6.2		Lapse:

		An Option will lapse on the earliest of:

6.2.1

the date the Optionholder ceases to be a director or employee of a Member of the Group, unless any of the provisions in Rule 7 apply;

	6.2.2		any date specified in any Performance Condition; or

	6.2.3		the expiry of the Option Period, unless Rule 7.2 applies (death).

	6.2.4		For the purposes of Rule 6.2.1 above, an Optionholder will not be treated as ceasing to be a director or employee of a Member of the Group if he is employed by another Member of the Group.

7		Exercise And Lapse Exceptions to the General Rules

7.1		Cessation of Employment:

		If an Optionholder ceases to be a director or an employee of any Member of the Group for any of the reasons set out below, his Options will lapse at the latest of the end of the period of one year from the date of cessation or one year from the date of latest possible vesting under the Performance Condition (or such longer period as the Committee may determine) but may be exercised during that period, subject to satisfaction of any Performance Condition and subject to Rule 7.3. The reasons are:

	7.1.1		ill-health, injury, or disability (as determined by the Optionholder’s employer);

	7.1.2		redundancy;

	7.1.3		transfer to Rio Tinto Limited or one of its subsidiaries;

	7.1.4		retirement (by agreement with the Optionholder’s employer);

	7.1.5		his employing company ceasing to be under the control of the Company;

	7.1.6		a transfer of the undertaking in which the Optionholder works to a person who is neither under the control of the Company nor a Member of the Group; or

	7.1.7		any other reason specified by the Committee in its absolute discretion, but subject to any shorter exercise period determined by the Committee.

7.2		Death:

		If an Optionholder dies, his Options may be exercised by his personal representatives within one year of his death, irrespective of the satisfaction of any Performance Condition, but subject to Rule 7.3. To the extent that any Option exercisable under this sub-rule is not so exercised, it will lapse at the end of the one year period.

7.3		Restriction on exercise:

		Except in the case of a transfer as contemplated by Rule 7.1.3, any Option which has not been held for 12 months on the date an Optionholder dies or ceases to be a director or an employee of any Member of the Group may only be exercised pursuant to Rule 7.1 or 7.2 pro rata.

7.4		Takeovers:

		If a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire shares which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of the Company, Options may be exercised, subject to the satisfaction of any Performance Condition measured as at the date Control is obtained, within the 6 month period after the

		person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

		The Options will lapse at the end of the 6 month period, unless the Committee gives reasonable notice to the Optionholders before the end of the 6 month period that the Options will not lapse.

		If someone becomes bound or entitled to compulsorily acquire Shares, Options may be exercised, subject to the satisfaction of any Performance Condition measured as at the date Control is obtained, at any time when that person remains so bound or entitled. Options not exercised within that period will lapse at the end of the relevant period referred to in Rule 8.3. If more than one period is relevant the Options will lapse at the end of the later period, unless the Committee gives notice to the Optionholders before the expiry of the relevant period that the Options will not lapse.

		However, the Committee may determine that Options will not become exercisable under this rule, but that instead all Options will be automatically replaced by equivalent new options in accordance with Rule 8.

7.5		Company Reconstructions:

		This Rule applies when, under section 425 of the Companies Act 1985 or any other equivalent local legislation:

	7.5.1		a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or

	7.5.2		there is any other local equivalent to that sanction procedure.

		When this Rule applies, Options may be exercised, subject to the satisfaction of any Performance Condition measured as at the date of court sanction, within 6 months after the date of the sanction. Any Option not so exercised will lapse at the end of that period.

		However, the Committee may determine that Options will not become exercisable under this rule, but that instead all Options will be automatically replaced by equivalent new options in accordance with Rule 8.

7.6		Demergers and other significant distributions:

		If the Committee becomes aware that the Company is or is expected to be affected by any demerger, dividend in specie, super dividend or other transaction which, in the opinion of the Committee, would affect the current or future value of any Option, the Committee, may, in its discretion, allow some or all Options to be exercised. The Committee will specify the period of exercise of such Options, whether the Options will lapse at the end of the period, and whether exercise is subject to satisfaction of any Performance Condition. In exercising its discretion, the Committee may take into account considerations relating to the Company and other Members of the Group, and other employees and Optionholders. The Committee will notify any Optionholder who is affected by this Rule.

7.7		Winding-Up:

		If notice is duly given to Members of a resolution for the voluntary winding-up of the Company, Options may be exercised, irrespective of the satisfaction of any Performance Condition, until the start of the winding-up within the meaning of the Insolvency Act 1986 (but the exercise of any Option in these circumstances will be of no effect if the resolution

		is not passed). All Options will lapse on a winding-up of the Company unless exercised before the winding-up starts.

		If the Company is wound-up by the court, Options may be exercised, irrespective of the satisfaction of any Performance Condition, within 2 months after the date of the winding-up order. However, the liquidator or the court (if appropriate) must authorise the issue of Shares after such exercise, and the Optionholder must apply for this authority and pay his application costs. Any Options not exercised during the 2 month period will lapse at the end of the period.

7.8		Priority:

		If there is any conflict between any of the provisions of Rules 6 and 7, the provision which results in the shortest exercise period or the earliest lapse of the Option, or both, will prevail.

8		Exchange Of Options

8.1		Application:

		This Rule applies if a company (the “Acquiring Company”):

8.1.1

obtains Control of the Company as a result of making a general offer to acquire:

	(i)		the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or

	(ii)		all the Shares (or those Shares not already owned by the Acquiring Company or its subsidiary or holding company); or

	8.1.2		obtains Control of the Company under a compromise or arrangement sanctioned by the court; or

	8.1.3		becomes bound or entitled to compulsorily acquire Shares.

8.2		Exchange:

		If any of the events described in Rule 8.1 happens, an Optionholder may, during the period referred to in Rule 8.3, agree with the Acquiring Company to release his Option in consideration of the grant to him of a new option. The new option must be equivalent to the released option.

8.3		Period for Substitution:

		The period referred to in Rule 8.2 is:

	8.3.1		in a case falling within Rule 8.1.1, 6 months starting with the time when the Acquiring Company obtains Control of the Company and any condition subject to which the offer is made is satisfied;

	8.3.2		in a case falling within Rule 8.1.2, 6 months starting with the time when the court sanctions the compromise or arrangement; and

	8.3.3		in a case falling within Rule 8.1.3, the period during which the Acquiring Company remains so bound or entitled.

8.4		Consequences of Exchange:

		Where an Optionholder is granted a new option for release of his old Option as described in this Rule 8, then:

	8.4.1		the new option will be treated as having been acquired at the same time as the old Option and be exercisable in the same manner and at the same time as the old Option;

	8.4.2		the new option will be subject to the provisions of the Plan as it had effect in relation to the old Option immediately before the release but Rule 11.2 will not apply;

	8.4.3		the Conditions will not apply, unless the terms of the Conditions say otherwise; and

	8.4.4		with effect from the release and grant, these Rules will be construed in relation to the new option as if references to the Company and Shares were references to the Acquiring Company and shares over which the new option is granted.

9		Exercise Of Options

9.1		Exercise: An Optionholder can exercise his Option validly only in the way described in this Rule.

9.2		Manner of Exercise:

		Options must be exercised by notice in writing delivered to the Secretary of the Company or other duly appointed agent. The notice of exercise of the Option must be completed, signed by the Optionholder or by his appointed agent, and must be accompanied by:

	9.2.1		the relevant option certificate; and

	9.2.2		correct payment in full of the Option Price for the number of Shares being acquired, or details of arrangements agreed between the Optionholder and the Company made for the payment of the Option Price for the number of Shares being acquired.

9.3

Option Exercise Date:

9.3.1

Subject to Rule 9.3.2 the Option Exercise Date will be the later of:

	(i)		the date of receipt by the Secretary of the Company of the documents and payment referred to in Rule 9.2; and

	(ii)		the date on which the Committee either decides that the Condition to which the Option is subject has been satisfied, or waives the Condition.

			This paragraph (ii) will only apply if the Option is subject to a Condition. The Committee must make a decision about the satisfaction or waiver of the Condition within 14 days of receiving the documents and payment.

9.3.2

If any statute, regulation or code adopted by the Company (based on the London Stock Exchange’s Model Code for security transactions by directors of listed companies), prohibits the exercise of Options, or the Company Secretary reasonably believes it so prohibits, the date of exercise will be either the date described in Rule 9.3, or, if later, the date when the Optionholder is permitted or the

Company Secretary believes the Optionholder is permitted to exercise an Option. However, this Rule does not extend any period in which an Option is exercisable.

9.4		Part Exercise:

		An Option may be exercised in part or in whole.

9.5		Cash alternative:

		The Committee may in its discretion determine not to procure the transfer of Shares to an Optionholder who exercises his Option, but instead to pay to him a cash amount equal to the amount by which the market value of the Shares in respect of which the Option is exercised exceeds the Option Price, or to procure the transfer to him of Shares to the value of that cash amount. If the Committee so determines, the Option Price shall not be payable, and if already paid, shall be repaid to the Optionholder forthwith.

9.6		Issue or Transfer:

		Subject to Rule 9.8 (consents):

	9.6.1		Shares to be issued or transferred out of treasury following the exercise of an Option will be issued or transferred within 30 days of the Option Exercise Date.

	9.6.2		The Committee will procure the transfer of Shares to be transferred following the exercise of an Option within 30 days of the Option Exercise Date.

9.7

Rights:

	9.7.1		Shares issued on the exercise of an Option will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

	9.7.2		Where Shares are to be transferred on the exercise of an Option, including transfer out of treasury, Optionholders will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. They will not be entitled to rights before that date.

9.8		Consents:

		All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Optionholder will be responsible for complying with any requirements to be fulfilled in order to obtain or avoid the necessity for any such consent.

9.9		Articles of Association:

		Any Shares acquired on the exercise of Options will be subject to the Articles of Association of the Company from time to time in force.

9.10		Listing:

		If and so long as the Shares are listed on the Official List of the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable after their allotment.

10		General

10.1		Notices:

		Any notice or other document which has to be given under or in connection with the Plan may be delivered to an Optionholder or sent by post to him at his home address according to the records of his employing company or such other address which the Company considers appropriate. Any notice or other document which has to be given to the Company under or in connection with the Plan may be delivered or sent by post or by fax to it at its registered office (or such other place as the Committee may from time to time decide and notify to Optionholders). Notices sent by post will be deemed to have been given on the fifth day after the date of posting. Notices sent by fax will be deemed to have been given 24 hours after sending.

10.2		Documents sent to Shareholders:

		The Company may send to Optionholders copies of any documents or notices normally sent to the holders of its Shares.

10.3		Committee Decisions final and binding:

		The decision of the Committee on the interpretation of the Rules or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.

10.4		Costs:

		The Company will pay the costs of introducing and administering the Plan.

10.5		Regulations:

		The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with the Rules.

10.6		Terms of Employment:

	10.6.1		For the purposes of this Rule, “Employee” means any Optionholder, any Eligible Employee or any other person.

	10.6.2		This Rule applies:

	(i)		whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;

	(ii)		during an Employee’s employment or employment relationship; and

	(iii)		after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

10.6.3

Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

	10.6.4		The grant of Options on a particular basis in any year does not create any right to or expectation of the grant of Options on the same basis, or at all, in any future year.

	10.6.5		No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

	10.6.6		Without prejudice to an Employee’s right to exercise an Option subject to and in accordance with the express terms of the Rules and the Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Option. Any and all discretions, decisions or omissions relating to the Option may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

	10.6.7		No Employee has any right to compensation for any loss in relation to the Plan, including:

	(i)		any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

	(ii)		any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision;

	(iii)		the operation, suspension, termination or amendment of the Plan.

	10.6.8		Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to exercise an Option subject to and in accordance with the express terms of the Rules and the Performance Condition, in consideration for, and as a condition of, the grant of an Option under the Plan.

	10.6.9		Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

	10.6.10		Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

10.7		Replacement Option certificates:

		If any option certificate is worn out, defaced or lost, the Committee will replace it on such conditions as it wishes to set. If an Option is exercised in part, and the balance remains exercisable, the Committee will provide the Optionholder with a balance certificate.

10.8		Withholding:

		The Company, any employing company or the trustees of any employee benefit trust may withhold any amount and make any such arrangements, including the sale of any Shares on behalf of an Optionholder as it considers necessary to meet any liability to taxation or social security contributions in respect of Options granted to the Optionholder pursuant to this Plan.

10.9		Data protection

		By participating in the Plan the Optionholder consents to the holding and processing of personal data provided by the Optionholder to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

	10.9.1		administering and maintaining Optionholder records;

	10.9.2		providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

	10.9.3		providing information to future purchasers of the Company or the business in which the Optionholder works;

	10.9.4		transferring information about the Optionholder to a country or territory outside the European Economic Area.

11		Changing the Plan and Termination

11.1		Committee’s powers:

		Except as described in the rest of this Rule the Committee may at any time change the Plan in any way.

11.2		Shareholder approval:

11.2.1

Except as described in Rule 11.2.2, the Company in general meeting must approve in advance any proposed change to the Rules to the advantage of present or future
Optionholders, which relates to the following:

	(i)		the persons to or for whom Shares may be provided under the Plan;

	(ii)		the limitations on the number of Shares which may be issued under the Plan;

	(iii)		the determination of the Option Price;

	(iv)		any rights attaching to the Options and the Shares;

	(v)		the rights of Optionholders in the event of a capitalisation issue, rights issue, subdivision or consolidation of shares or reduction or any other variation of capital of the Company;

	(vi)		the terms of this Rule 11.2.1.

11.2.2

The Committee need not obtain the approval of the Company in general meeting for any minor changes to the Rules:

(i)

to benefit the administration of the Plan;

	(ii)		to comply with or take account of the provisions of any proposed or existing legislation;

	(iii)		to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Optionholder.

11.3		Optionholders’ Rights:

		The net effect of any amendment to the Rules must not prejudice the rights of an Optionholder existing before the amendment was made.

11.4		Overseas Employees:

		Notwithstanding any other provision of the Plan, the Committee may amend or add to the provisions of the Plan and the terms of Options as it considers necessary or desirable to take account of, or to mitigate, or to comply with relevant overseas taxation, securities or exchange control laws, provided that the terms of Options granted to such Eligible Employees are not more favourable overall than the terms of Options granted to other Eligible Employees.

11.5		Notice:

		After making any change, the Committee will give written notice to any Optionholder affected by the change.

11.6		Termination of the Plan:

		The Committee may terminate the Plan at any time. If this is not done, the Plan will terminate on 22 April 2014, but Options granted before such termination will continue to be valid and exercisable as described in these Rules.

12		Governing Law

		English law governs the Plan and all Options and their construction.

Schedule
The Rio Tinto Inland Revenue Approved Share Option Plan 2004
(Inland Revenue Reference: X226854)

This schedule contains the rules of the Rio Tinto Inland Revenue Approved Share Option Plan 2004 (the “Approved Plan”). The Rules of the Rio Tinto Share Option Plan 2004 (the “Plan”) as amended by this schedule apply to Options granted under the Approved Plan. The Committee may only grant Options under the Approved Plan after the Approved Plan has been approved by the Inland Revenue.

1		Definitions

		Words used in the Approved Plan have the same meaning as in the Plan unless amended as stated below:

		“Eligible Employee” does not include anyone who is:

	(i)		excluded from participation because of paragraph 9 of ITEPA (material interests provisions); or

	(ii)		a director who is required to work less than 25 hours a week (excluding meal breaks) for the Company.

			“ITEPA” means Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003;

			“Participating Companies” means:

	(i)		the Company and any Subsidiary; and

	(ii)		any jointly-owned company (within the meaning of paragraph 34 ITEPA) designated by the Committee; and

	(iii)		any other entity designated by the Committee which the Inland Revenue agree may participate.

			“Shares” must satisfy paragraphs 16 to 20 of ITEPA;

			“Subsidiary” must be under the Control of the Company.

2		Shares

		The following new Rule is added:

		“If any Shares which are subject to an Option cease to satisfy paragraphs 16 to 20 of ITEPA and the Committee notify the Inland Revenue that they wish the Approved Plan to be disapproved then the definition of “Shares” in Rule 1.1 is changed automatically to “fully paid ordinary shares in the capital of the Company”.”

3		Grant of Options

3.1		The following sentence is added to the end of Rule 2.1:

		“The Company will execute a deed on the grant of an option.”

3.2		Rule 2.4 is replaced with the following:

	“2.4		Option Certificates

			The Directors will send to each Optionholder an option certificate on or as soon as practicable after the Date of Grant. The certificate will either be the deed referred to in Rule 2.1 or a statement. The Directors will set the form of the certificate, but the certificate must be consistent with these rules.”

3.3

The following rule replaces Rule 2.8:

	“2.8		Administrative errors

			If the Directors try to grant an Option which is inconsistent with Rule 6 (Plan Limits) or Inland Revenue limits specified under the Approved Plan, the Option will be limited and will take effect from the Date of Grant on a basis consistent with that Rule.”

4		Option Price

4.1		The following rule replaces Rule 3.1.1:

“3.1.1

not less than Market Value of a Share on the Date of Grant or such other date as the Inland Revenue may agree in advance; and”

4.2

The following rule replaces Rule 3.2:

	“3.2		Market value

			“Market Value” on any particular day means:

	3.2.1		where Shares of the same class are not admitted to the Official List of the UK Listing Authority, the market value of a share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with Shares Valuation at the Inland Revenue; and

	3.2.2		where Shares of the same class are so listed and traded on the London Stock Exchange:

	(i)		their middle market quotation on the immediately preceding Business Day; or

	(ii)		the average of the middle market quotation on the 5 immediately preceding Business Days;

	(iii)		or such other price as may be agreed in advance with Shares Valuation at the Inland Revenue.

The middle market quotation is taken from the Daily Official List of the London Stock Exchange.”

5		Revenue limit

		The following new Rule is added:

		“The Committee must not grant an Option to an Eligible Employee which would cause the aggregate market value of:

	(i)		the Shares subject to that Option; and

	(ii)		the Shares which he may acquire on exercising his Options under the Approved Plan; and

(iii)

the shares which he may acquire on exercising his options under any other Inland Revenue approved discretionary scheme established by the Company or by any of its associated companies (as defined in paragraph 35 of ITEPA)

to exceed the amount permitted under paragraph 6(1) of ITEPA (currently £30,000). For the purposes of this paragraph, market value is calculated as at the date of grant of the options as described in the relevant plan rules.”

6		Adjustment of Options

		The following rule replaces Rule 5.1:

			“5.1 Adjustment of Options

			If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, the number of Shares comprised in each Option and the Option Price may be adjusted in any way (including retrospective amendments) that the Committee considers appropriate. However, no adjustment of Options may be made under this Rule 5 without the prior approval of the Inland Revenue.”

7		Material interest

		The following new Rule is added:

		“An Optionholder may not exercise an Option while he is excluded from participation in the Approved Plan under paragraph 9 of ITEPA (material interest provisions).”

8		Exercise and lapse — exceptions to the general rules

8.1		The following is added at the end of Rule 7.1:

		“For the purposes of paragraph 35A of ITEPA the specified age is 55”.

8.2		For the purposes of Rule 7.1.2, “redundancy” is within the meaning of the Employment Rights Act 1996.

8.3		The following rule replaces Rule 7.2:

	7.2		“Death

			If an Optionholder dies, his Options may be exercised by his personal representatives within 12 months after his death, subject to the restriction in Rule 7.3, and lapses to the extent not exercised. This is irrespective of the satisfaction of any Performance Condition.”

8.4		In Rules 7.4 and 7.5, the following paragraph is deleted:

		“However, the Committee may determine that Options will not become exercisable under this rule, but that instead all Options will be automatically replaced by equivalent new options in accordance with Rule 8.”

		and replaced with:

		“Unless the Committee acting fairly and reasonably decides otherwise, Options may not be exercised if an exchange offer is proposed to be made in accordance with Rule 8.”

8.5		The following new Rule is added as Rule 7.9:

	7.9		“Discretion

			If the Committee exercise any discretion under Rules 7 and 8 they must do so fairly and reasonably.”

9		Exchange of Options

		The following rule replaces Rule 8:

		“Exchange of Options

8.1

Application


	This Rule applies if a company (the “Acquiring Company”):


	8.1.1		obtains Control of the Company as a result of making a general offer to acquire:

	(i)		the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Offeror Company will have Control of the Company; or

	(ii)		all the Shares (or those Shares not already owned by the Offeror Company or its subsidiary or holding company); or

	8.1.2		obtains Control of the Company under a compromise or arrangement sanctioned by the court under Section 425 of the Companies Act 1985 or other local sanction procedure which the Inland Revenue agrees is equivalent; or

	8.1.3		becomes bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985 or other local legislation which the Inland Revenue agrees is equivalent.

	8.2		Exchange


		If this Rule 8 applies, Options may be exchanged within the period referred to in paragraph 26(3) of ITEPA and with the agreement of the company offering the exchange.


	8.3		Exchange terms


	Where an Option is to be exchanged the Optionholder will be granted a new option to replace it, and:


	8.3.1		the new Option will be in respect of shares, which satisfy the conditions of paragraph 27(4) of ITEPA, in any body corporate (falling within paragraph 16(b) or (c) of ITEPA) determined by the Committee or in the absence of any such determination, by the Acquiring Company;

	8.3.2		the new option will be equivalent to the Option that was exchanged;

	8.3.3		the new option will be treated as having been acquired at the same time as the Option that was exchanged and will be exercisable in the same manner and at the same time;

	8.3.4		the new option will be subject to the Rules as they last had effect in relation to the Option that was exchanged except that, unless the Acquiring Company decides otherwise, the Conditions will not apply; and

8.3.5

with effect from exchange, the Rules are construed in relation to the new option as if references to Shares were references to the shares over which the new option is granted and references to the Company are references to the body corporate determined under Rule 8.3.1, and Rule 11.2 (shareholder approval for amendments) does not apply.”

10		Cash alternative

		Rule 9.5 is deleted.

11		Withholding

		The following will replace Rule 10.8:

		“Unless the Optionholder discharges any liability that may arise himself, the Company, any employing company or the trustee of any employee benefit trust from which Shares are provided may make the necessary arrangements to withhold an amount sufficient to meet any liability to taxation or social security contributions in respect of the exercise of Options for which the Company is obliged to account on behalf of an Optionholder. These arrangements may include the sale or reduction in number of sufficient Shares on behalf of an Optionholder.”

12		Changing the Plan

		Rule 11.2 is amended by the following new Rule:

		“The approval of the Company in general meeting is not needed for any changes which are necessary or desirable in order to maintain Inland Revenue approval of the Approved Plan under ITEPA any other enactment.”

13		Revenue approval

		The following new Rule is added:

		“11.3 Revenue approval

		If the approved status of the Approved Plan is to be maintained, any change to the Approved Plan which requires Inland Revenue approval will not take effect until it is approved by the Inland Revenue.”

Exhibit 4.4

RULES OF THE
RIO TINTO MINING COMPANIES COMPARATIVE
PLAN 2004


Shareholders’ Approval:		22 April 2004
Directors’ Adoption:		22 April 2004

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref 01/145/A Croft

RIO TINTO PLC MINING COMPANIES COMPARATIVE PLAN 2004

1		Definitions and Interpretation

1.1		In this Plan unless the context otherwise requires:

		“ Award ” means the receipt of Shares as described in Rule 4.4;

		the “ Committee ” means the Remuneration Committee of the board of directors of the Company as constituted from time to time;

		the “ Company ” means Rio Tinto plc (registered in England and Wales No. 719885);

		“ Conditional Award ” means an award to a Participant of a specified number of Shares subject to satisfaction of a Performance Condition, and subject to the Committee’s discretion under Rule 4.5;

		“ Conditional Award Letters ” means a notification of participation in the Plan given under Rule 4.1;

		“ Group ” means the Company and all of its Subsidiaries;

		“ Minimum Shareholding Threshold ” means the number of Shares required to be held by a Participant who is a director or product group chief executive of the Company, as determined in accordance with Rule 4.7

		“ Participant ” means a person to whom a Conditional Award Letter has been given under Rule 4.1;

		“ Performance Condition ” means a condition set by the Committee and notified to a Participant in a Conditional Award Letter;

		“ Performance Period ” means the period over which a Performance Condition is to be satisfied;

		the “ Plan ” or “ MCCP ” means the Rio Tinto plc Mining Companies Comparative Plan 2004 as herein set out but subject to any alterations or additions made under Rule 9 below;

		“ Shares ” means ordinary shares in the Company;

		“ Subsidiary ” means a body corporate which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985.

1.2		Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified extended or re-enacted.

2		Administration of the Plan

2.1

The Committee is responsible for the administration of the Plan. Subject to the express provisions of the Plan, the Committee may prescribe, amend and rescind the rules and regulations relating to it and make all determinations necessary for its administration. The determination of the Committee on all matters assigned to it under the Plan shall be conclusive.

2.2

Notwithstanding any other provision of the Plan, the operation of the Plan shall remain at the entire discretion of the Committee and shall not confer any rights whatsoever on Participants.

3		Eligibility

		Any executive director, employee or class of employees of the Company or a Subsidiary who is approved by the Committee shall be eligible to participate in the Plan in respect of a particular Performance Period.

4		Performance Conditions and Awards

4.1		The Committee may from time to time select any eligible director or employee or class of employees for participation in the Plan and authorise the issue of a Conditional Award Letter to him. If the Committee authorises participation in the Plan by an eligible director or employee who joins the Group later than 1 January in the first year of a Performance Period, his Conditional Award will be reduced pro rata to his participation during such first year.

4.2

The Committee shall make each Conditional Award subject to a Performance Condition, the achievement (or non-achievement) of which will determine the number of Shares awarded to a Participant. The full terms of the Performance Condition shall be set out in the Conditional Award Letter.

4.3

The value of the number of Shares subject to a Conditional Award shall not exceed 200% of a Participant’s basic rate of pay at 1 March of the first year of the relevant Performance Period. The value of the Shares for this purpose shall be determined by taking the average of the middle market quotations shown in the Official List of the London Stock Exchange for each Friday in the year immediately preceding the commencement of the relevant Performance Period, or in such other way as the Committee may determine.

4.4

After the end of a Performance Period, the number of Shares which fall to be awarded to each Participant shall be calculated in accordance with the Performance Condition, and unless the Committee determines otherwise under Rule 4.5, and subject to Rule 5, the Participant shall receive the appropriate number of Shares (or an equivalent amount in cash) after first deducting any sums required to be withheld on account of such delivery in respect of the Participant’s tax or social security obligations, or after making any other arrangements which may appear suitable to discharge those obligations.

4.5

The Committee may determine in its absolute discretion that the performance of a Participant or of the Group does not justify the making of all or any part of an Award.

4.6

Any Participant who is a director of the Company or a product group chief executive shall, subject to Rule 5.4 and Rule 6, hold the Shares delivered to him in accordance with Rule 4.4, or such lesser number of Shares as (taking account of any shares which he already holds and any other Shares in which he is shown as being interested in the Company’s Report and Accounts, excluding any interest in Shares held by an employee benefit trust) will make his shareholding equal to the Minimum Shareholding Threshold. He shall thereafter continue to hold Shares equal to the Minimum Shareholding Threshold, as determined by the Committee from time to time, until the Committee shall determine otherwise, subject to any variation under Rule 7.

4.7

For the purposes of Rule 4.6 above, the Minimum Shareholding Threshold is the number of Shares equal in value to two times the Participant’s basic salary on 1 March in the year in which the Shares are awarded to him, or such other number as the Committee may determine from time to time. The value of the Shares for this purpose shall be determined in the manner described in Rule 4.3.

4.8

Any Participant who is a director of the Company or a product group chief executive at the time a Conditional Award Letter is delivered to him and who is entitled to receive a number of Shares (or an equivalent cash amount) calculated under Rule 4.4 (as modified or reduced pro rata under Rule 5 or Rule 6 if applicable), shall be paid a cash amount, subject to deduction of applicable tax and social security payments, [as soon as practicable after the number of Shares has been calculated]. The cash amount is the aggregate net dividends that would have been paid to a holder of the relevant number of Shares in respect of the financial years comprised in the Performance Period, but excluding any dividends actually paid in respect of Shares after their transfer to the Participant.

5 Termination of Employment

5.1

Subject to Rule 5.2, if a Participant ceases to be employed within the Group during a Performance Period no Award will be made to him in respect of that Performance Period, unless the Committee shall in its absolute discretion decide otherwise.

5.2

If a Participant ceases to be employed within the Group during a Performance Period by reason of:

	5.2.1		ill-health, injury, or disability (as determined by the Participant’s employer);

	5.2.2		redundancy;

	5.2.3		transfer to Rio Tinto Limited or one of its subsidiaries;

	5.2.4		retirement (by agreement with the Participant’s employer);

	5.2.5		his employing company ceasing to be under the control of the Company; or

	5.2.6		a transfer of the undertaking in which the Participant works to a person who is neither under the control of the Company nor a member of the Group;

			he may receive an Award in accordance with Rule 4.4, provided that if his employment terminates during the first 12 months of a Performance Period, the Award will be reduced pro rata.

5.3

If a Participant dies before the end of a Performance Period, Shares will be delivered to his personal representatives as soon as reasonably practicable. The number of Shares delivered will be the higher of:

	5.3.1		the number of Shares which would be delivered if the Performance Condition were satisfied at the median level; and

	5.3.2		the number of Shares which would be delivered if the Performance Period ended on the date of death, and performance were measured over the shortened Performance Period,

provided that if a Participant dies during the first 12 months of a Performance Period, the number of Shares will be reduced pro rata.

5.4

The Minimum Shareholding Threshold in Rule 4.6 shall not apply to Awards made under this Rule 5.

5.5

If the Participant ceases to be employed within the Group for any reason following the end of a Performance Period he will remain eligible to receive an Award, unless he joins an employer which is a competitor of the Group.

Takeover or reconstruction

6.1

In the event that any person obtains control of the Company, whether or not as a result of making a general offer to acquire shares in the Company, or if the Company is wound up, all outstanding Performance Periods will be deemed to end on the date on which control is obtained, or the winding up becomes effective, and (subject to Rule 6.2 and 6.3), Awards will be made, calculated by reference to the extent to which the relevant Performance Condition has been satisfied at that date.

6.2

If a Performance Period is deemed to end during the first 12 months, any Awards will be reduced pro rata.

6.3		The Committee may determine that Rule 6.1 will not apply, but that instead all Conditional Awards will be automatically replaced by equivalent new conditional awards over shares in any company which acquires control of the Company (if the acquiring company agrees).

6.4		Rule 4.6 shall not apply to Awards made under this Rule 6.

7		Variation of Conditional Awards

7.1		The Committee may make such adjustments as it considers appropriate, if any, to:

	7.1.1		the number of Shares subject to a Conditional Award;

	7.1.2		the terms of a Performance Condition;

	7.1.3		the number of Shares which a Participant is obliged to hold pursuant to Rule 4.7; and/or

	7.1.4		any payment to be made under rule 4.8,

		in the event of any of the circumstances set out in Rule 7.2.

7.2		The circumstances are:

	7.2.1		a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, or a demerger (in whatever form);

	7.2.2		a special distribution, including a distribution in specie, made by the Company to its shareholders;

	7.2.3		a takeover, demerger or other reconstruction (excluding liquidation or receivership) of any other Company with which the Company’s performance is compared;

	7.2.4		any other circumstances whatsoever which causes the Committee to consider that a changed Performance Condition would be a fairer measure of performance, and would be no more difficult to satisfy, or that the Performance Condition should be waived:

7.3

After any adjustment under Rule 7.1, notice shall be given to any Participant affected thereby.

Plan Limits

8.1

The number of Shares which may be allocated under the Plan on any day will not exceed 10% of the ordinary share capital of the Company in issue immediately before that day,

when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share scheme adopted by the Company.

8.2

The number of Shares which may be allocated under the Plan on any day will not exceed 5% of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share scheme adopted by the Company.

8.3		“Allocate” means, in relation to any share option scheme, placing unissued shares or treasury Shares under option and, in relation to other types of employee share scheme, the issue and allotment of shares or the transfer of Shares out of treasury.

9		Variation of Plan Rules

9.1

Except as described in the rest of this Rule 9, the Committee may at any time alter or add to all or any of the rules of the Plan, in any respect.

9.2

Except as described in Rule 9.3, the Company in general meeting must approve in advance any proposed change to the rules of the Plan which would be to the advantage of present or future Participants, and which relates to the following:

	9.2.1		the persons who are eligible to participate in the Plan;

	9.2.2		the maximum individual limit for a Conditional Award to a Participant under Rule 4.3;

	9.2.3		the limitations in Rule 8 on the number of Shares which may be issued under the Plan;

	9.2.4		the provisions of Rule 7 relating to the position of Participants in the event of a capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction or any other variation of capital of the Company;

	9.2.5		the terms of this Rule 9.2.

9.3

The Committee need not obtain the approval of the Company in general meeting for the following minor changes to the rules of the Plan:

	9.3.1		to benefit the administration of the Plan;

	9.3.2		to comply with or take account of the provisions of any proposed or existing legislation or regulations or to take account of any changes; or

	9.3.3		to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary, or any present or future Participant.

9.4

The net effect of any amendment to the Rules must not prejudice the rights of a Participant existing before the amendment was made.

9.5		Notice of any alteration or addition shall be given to any Participant affected thereby.

10		Miscellaneous

		By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

	10.1.1		administering and maintaining Participant records;

	10.1.2		providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

	10.1.3		providing information to future purchasers of the Company or the business in which the Participant works;

	10.1.4		transferring information about the Participant to a country or territory outside the European Economic Area.

10.2

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons.

10.3		The Committee may suspend or terminate the Plan at any time without incurring any liability to any Participant. If this is not done, the Plan will terminate on xxx 2014 but without prejudice to Awards to be made in relation to Performance Periods which have not yet ended.

10.4		The Company will pay the costs of introducing and administering the Plan.

10.5

Where Shares are transferred to a Participant in satisfaction of an Award, the Participant is entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date, but is not entitled to rights before that date.

10.6

The Company may satisfy Awards by the issue of Shares, by the transfer of Shares out of treasury, by the transfer of Shares out of an employee trust, or in any other way. All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements to be fulfilled in order to obtain or avoid the necessity for any such consent.

10.7

Any Shares acquired in satisfaction of an Award will be subject to the Articles of Association of the Company from time to time in force.

10.8		If and so long as the Shares are listed on the Official List of the London Stock Exchange, the Company will apply for listing of any Shares issued pursuant to the Plan as soon as practicable after their allotment.

11		Terms of employment

11.1		For the purposes of this Rule, “Employee” means any Participant, any Eligible Employee or any other person.

11.2		This Rule applies:

	11.2.1		whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;

	11.2.2		during an Employee’s employment or employment relationship; and

	11.2.3		after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

11.3

11.4

The grant of Conditional Awards on a particular basis in any year does not create any right to or expectation of the grant of Conditional Awards on the same basis, or at all, in any future year.

11.5

No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

11.6		Without prejudice to an Employee’s rights under a Conditional Award subject to and in accordance with the express terms of the Rules and the Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Conditional Award. Any and all discretions, decisions or omissions relating to the Conditional Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

11.7		No Employee has any right to compensation for any loss in relation to the Plan, including:

	11.7.1		any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

	11.7.2		any exercise of a discretion or a decision taken in relation to a Conditional Award or to the Plan, or any failure to exercise a discretion or take a decision;

	11.7.3		the operation, suspension, termination or amendment of the Plan.

11.8

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the rights under a Conditional Award subject to and in accordance with the express terms of the Rules and the Performance Condition, in consideration for, and as a condition of, the grant of a Conditional Award under the Plan.

11.9

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

11.10		Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

12		Governing Law

		English Law governs the Plan and all Awards and their construction.

Exhibit 4.5

RIO TINTO PLC

RULES OF THE RIO TINTO MANAGEMENT SHARE PLAN 2007


Directors’ Adoption:		13 March 2007
Expiry Date:		12 March 2017

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref Anne Croft

Table of Contents


Contents		Page

1	Granting Awards		1
2	Awards		2
3	Conditional Awards and Matching Awards		3
4	Vesting of Awards		3
5	Consequences of Vesting		4
6	Leaving the Group before Vesting		4
7	Variations in share capital, demergers and special distributions		6
8	Takeovers and restructurings		6
9	Exchange of Awards		8
10	General		8
11	Changing the Plan and termination		11
12	Governing law and jurisdiction		11
13	Definitions		11

Rules of the Rio Tinto Management Share Plan 2007

1		Granting Awards

1.1		Shares subject to Awards

		Awards may only be satisfied by the transfer of existing Shares. No new Shares may be issued under the Plan.

1.2		Eligibility

		The Directors may grant an Award to any employee of the Group excluding an executive director of the Company or a product group chief executive.

1.3		Timing of Award

		Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following:

	1.3.1		the day after the announcement of the Company’s results;

	1.3.2		any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Awards; or

	1.3.3		any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

	1.3.4		the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

1.4		Vesting Conditions

		When granting an Award, the Directors may make its Vesting conditional on the satisfaction of one or more conditions. A Vesting Condition must be specified at the time the Award is made and may provide that an Award will lapse if a Vesting Condition is not satisfied. The Directors may waive or change a Vesting Condition in accordance with its terms or if anything happens which causes them reasonably to consider it appropriate. Notwithstanding anything else in the Plan, an Award will only Vest to the extent that any Vesting Condition is satisfied or waived.

1.5		Matching Awards

		The Directors may establish conditions for and grant Matching Awards at any time during the Vesting Period for a Conditional Award

		The Vesting of a Matching Award is conditional on the Participant retaining the Shares which are subject to the Conditional Award to which the Matching Award is linked, on terms specified at the time the Matching Award is granted, and is subject to such other Vesting Conditions as the Directors think fit.

1.6		Number of Shares the Subject of an Award

1.6.1

The Directors must, at the time of the grant of a Conditional Award or a Matching Award, determine the number of Shares subject to the Award (the Base Number of Shares ).

	1.6.2		The Directors may, at the time of the grant of such an Award, also determine that the Award includes a right to receive, upon Vesting of some or all of the Base Number of Shares, a number of Additional Shares calculated in accordance with the following formula:

			X = D / P , rounded down to the nearest whole number, where

			X is the number of Additional Shares

			D is the aggregate cash amount of all Dividends which would have been paid to the relevant Participant in respect of the Base Number of Shares subject to the Award that have Vested, if that number of Shares had been registered in the name of the relevant Participant on the date of grant of the Award.

			P is the average of the closing price of Shares on the London Stock Exchange over the five Business Days ending on the date of the Vesting of the Award.

1.7		Award certificates

		Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award is made. The certificate may be the deed referred to in 2.1 (Terms of Awards) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides.

1.8		No payment

		A Participant is not required to pay for the grant of any Award.

1.9		Disclaimer of Award

		Any Participant may disclaim all or part of his Award within 30 days after the Award is notified to him, by giving written notice to any person nominated by the Company. If this happens, the Award will be deemed never to have been granted. A Participant is not required to pay for the disclaimer.

2		Awards

2.1		Terms of Awards

		Awards are subject to the rules of the Plan and any conditions specified at the time of grant and must be granted by deed. The terms of the Award, as determined by the Directors, must be specified in the deed and must include:

2.1.1

whether the Award is:

	(i)		a Conditional Award; and/or

	(ii)		a Matching Award linked to a Conditional Award.

	2.1.2		the Base number of Shares subject to the Award;

	2.1.3		whether the Award includes a right to receive any Additional Shares;

	2.1.4		any Vesting Condition;

	2.1.5		the terms of a Matching Award, if made at the time as the grant of the Conditional Award, including the Retention Period and the number of Shares which must be

			retained. Any Matching Award made subsequent to the time of the grant of the Conditional Award will be specified separately;

	2.1.6		the date of Vesting, unless specified in a Vesting Condition.

2.2		Elections

		The Participant must enter into any elections required by the Company, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and elections to transfer any liability, or agreements to pay, national insurance contributions. If he does not do so within a period specified by the Company, the Award will lapse at the end of that period.

3		Conditional Awards and Matching Awards

3.1		Rights

		A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to a Conditional Award or a Matching Award until the Shares are transferred to the Participant.

3.2		Transfer

		A Participant may not transfer, assign or otherwise dispose of a Conditional Award or a Matching Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 3.2 does not apply to the transmission of a Conditional Award or Matching Award on the death of a Participant to his personal representatives;

4		Vesting of Awards

4.1		Timing of Vesting — Award subject to a time-based Vesting Condition

		Where an Award is subject to a Vesting Condition, which is not dependent on performance but only on the passing of a period of time, the Award Vests subject to rules 6 (Leaving the Group before Vesting) and 8 (Takeovers and restructurings), on the date of Vesting set by the Directors on the grant of the Award or, if on that date a Dealing Restriction applies to a Participant, the first date on which it ceases to apply to him.

4.2		Timing of Vesting — Award subject to performance-based Vesting Condition

		Where an Award is subject to a Vesting Condition which is based on performance, as soon as reasonably practicable after the end of the Vesting Period, the Directors will determine whether and to what extent the Vesting Condition has been satisfied and how many Shares Vest for each Award. The Award Vests, to the extent determined, subject to rules 6 (Leaving the Group before Vesting) and 8 (Takeovers and restructurings), on the date on which the Directors make their determination or, if on that date a Dealing Restriction applies to a Participant, the first date on which it ceases to apply to him.

4.3		Time of Vesting — Matching Award

		Where an Award Vests under rule 4.1 or 4.2 and is linked to a Matching Award, the number of Shares in respect of the Matching Award capable of Vesting is determined at the same time. Those Shares Vest at the end of the Retention Period, subject to any applicable Vesting Condition, or, if on that date a Dealing Restriction applies to a Participant, the first

date on which it ceases to apply to him. The Matching Award lapses if the Participant disposes of the Vested Shares before the end of the Retention Period (other than for the purposes of discharging a liability to tax in respect of the Vested Shares) unless the Directors determine otherwise.

4.4		Time of Vesting — Additional Shares

		On the Vesting of an Award which includes the right to receive Additional Shares, the number of Additional Shares Vesting shall be calculated as soon as practicable.

4.5		Lapse

		To the extent any Vesting Condition is not satisfied the Award lapses, unless otherwise specified in the Vesting Condition. If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.

5		Consequences of Vesting

5.1		Conditional Award

		Within 30 days of Vesting of a Conditional Award or a Matching Award, the Company will arrange (subject to rule 5.2 (Withholding)) for the transfer to or to the order of the Participant of the number of Shares in respect of which the Award has Vested.

5.2		Withholding

		The Company, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale or reduction in number of any Shares unless the Participant discharges the liability himself.

6		Leaving the Group before Vesting

6.1		General rule on leaving employment

		Unless rule 6.2 applies, an Award which has not Vested will lapse on the date the Participant ceases to be an employee of a Member of the Group .

6.2		Leaving in exceptional circumstances

6.2.1

If a Participant ceases to be an employee of any Member of the Group for any of the reasons set out below, then his Awards will Vest as described in rule 6.3 and 6.4 and lapse as to the balance. The reasons are:

	(i)		ill-health, injury or disability, as established to the satisfaction of the Company;

	(ii)		retirement with the agreement of the Participant’s employer;

	(iii)		the Participant’s employing company ceasing to be under the Control of the Company;

	(iv)		a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group;

	(v)		redundancy;

	(vi)		transfer of employment to Rio Tinto Limited or any subsidiary of it; or

	(vii)		any other reason except dismissal for misconduct, if there are exceptional circumstances and the Directors so decide.

6.2.2

The Directors must exercise any discretion provided for in rule 6.2.1 within 14 days after notification of the cessation of the relevant Participant’s employment has been received by the Company. Except for the purposes of determining normal Vesting, the Award will be treated as not lapsing until the end of the 14 day period, or if earlier, the date on which the Directors decide not to exercise the discretion.

6.3		Vesting — Award subject to a time-based Vesting Condition

		Where rule 6.2 applies to an Award which is not dependent on performance but only on the passing of a period of time, the Award does not lapse, but will Vest as soon as practicable after the termination, The Award must be reduced pro rata to reflect the proportion of the Vesting Period which has not elapsed.

6.4		Vesting — Award subject to a performance-based Vesting Condition

		Where rule 6.2 applies to an Award which is subject to a performance-based Vesting Condition, the Award does not lapse, and the extent to which it will Vest is measured in accordance with rule 4.2at the end of the Vesting Period. However, the Directors may decide in their discretion that the Vesting Period in respect of an Award should be treated as ending on the date of the termination of employment, and that the Award should Vest immediately, to the extent that the Vesting Condition has been satisfied (as determined by the Directors in the manner specified in the Vesting Condition or in such manner as they consider reasonable). The Award must be reduced pro rata to reflect the proportion of the Vesting Period which has not elapsed.

6.5		Vesting — Matching Award

		If a Conditional Award Vests under rule 6.3 or 6.4, any linked Matching Award Vests at the same time, irrespective of any Retention Period. If a Participant’s employment terminates after the Vesting of the Award to which a Matching Award is linked, in circumstances where rule 6.2 applies, the Matching Award does not lapse, but Vests on the date of termination, or if later, on the date on which the Directors decide that Rule 6.2 applies. In both cases, the Matching Award is reduced pro rata to reflect the proportion of the Vesting Period and/or Retention Period which has not elapsed on the date of termination.

6.6		Death

		If a Participant dies, his Awards Vest on the date of death, subject to pro rata reduction to reflect the proportion of the Vesting Period and/or Retention which has not elapsed on the date of death. However, an Award which is subject to a performance-based Vesting Condition only Vests to the extent that it has been satisfied as at the date of death. It lapses as to the balance. The Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion as to which it will Vest in the manner specified in the Vesting Condition or, if this is not specified in the Vesting Condition, in such manner as they consider reasonable.

6.7		Additional Shares

		On the Vesting of an Award which includes the right to receive Additional Shares, the number of Additional Shares Vesting shall be calculated as soon as practicable.

6.8		Meaning of “ceasing to be an employee”

		For the purposes of this rule 6, a Participant is not treated as ceasing to be an employee of a Member of the Group until he ceases to be an employee of all Members of the Group on standard employment conditions for full time employees.

7		Variations in share capital, demergers and special distributions

7.1		Adjustment of Awards

		If there is:

	7.1.1		a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or

	7.1.2		a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or

	7.1.3		a special dividend or distribution

		the Directors may adjust the number or class of Shares or securities comprised in a Conditional Award and a Matching Award.

7.2		Notice

		The Company may notify Participants of any adjustment made under this rule 7.

8		Takeovers and restructurings

8.1		Takeovers

	8.1.1		Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award Vests, subject to rule 8.1.3, on the date the person obtains Control but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.1.2. The Award lapses as to the balance unless exchanged under rule 8.1.3.

	8.1.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.1.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest. In addition, the Directors may decide that all Awards should be reduced pro rata to reflect the acceleration of Vesting.

	8.1.3		An Award will not Vest under rule 8.1.1 but will be exchanged under rule 9 (Exchange of Awards) to the extent that:

	(i)		an offer to exchange the Award is made to and accepted by a Participant; or

	(ii)		the Directors, with the consent of the Acquiring Company, decide before the person obtains Control that the Award will be automatically exchanged.

8.2

Schemes of arrangement

	8.2.1		When a court sanctions a compromise or arrangement in connection with the acquisition of Shares, an Award Vests, subject to rule 8.2.3, but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.2.2. The Award lapses as to the balance unless exchanged under rule 8.2.3. This rule applies to a court sanction under Section 425 of the Companies Act 1985 or equivalent procedure under local legislation.

	8.2.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.2.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest. In addition, the Directors may decide that all Awards should be reduced pro rata to reflect the acceleration of Vesting.

	8.2.3		An Award will not Vest under rule 8.2.1 but will be exchanged under rule 9 (Exchange of Awards) to the extent that:

	(i)		an offer to exchange the Award is made to and accepted by a Participant; or

	(ii)		the Directors, with the consent of the Acquiring Company, decide before court sanction that the Award will be automatically exchanged.

8.3

Demergers or other corporate events

	8.3.1		If the Directors become aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rules 8.1 (Takeovers), or 8.2(Schemes of arrangement) which, in the opinion of the Directors would affect the current or future value of any Award, the Directors may allow an Award to Vest but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.3.2 and subject to any other conditions the Directors may decide to impose. The Award lapses as to the balance.

	8.3.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.3.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest. In addition, the Directors may decide that all Awards should be reduced pro rata to reflect the acceleration of Vesting.

	8.3.3		The Company will notify any Participant who is affected by the Directors exercising their discretion under this rule.

8.4		Directors

		In this rule, “Directors” means those people who were members of the remuneration committee of the Company immediately before the change of Control.

8.5		Overseas transfer

		If a Participant is transferred to work in another country and, as a result of that transfer he would:

	8.5.1		suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the Directors); or

	8.5.2		become subject to restrictions on his ability to exercise his Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the security laws or exchange control laws of the country to which he is transferred

		then if the Participant continues to hold an office or employment with a Member of the Group, the Directors may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will lapse as to the balance.

9		Exchange of Awards

9.1		Timing of exchange

		Where an Award is to be exchanged under rule 8 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event.

9.2		Exchange terms

		Where a Participant is granted a new award in exchange for an existing Award, the new Award:

	9.2.1		must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

	9.2.2		must be equivalent to the existing Award, subject to rule 9.2.4;

	9.2.3		is treated as having been acquired at the same time as the existing Award and, subject to rule 9.2.4, Vests in the same manner and at the same time;

	9.2.4		must either:

	(i)		be subject to a Vesting Condition which is, so far as possible, equivalent to any Vesting Condition applying to the existing Award; or

	(ii)		not be subject to any Vesting Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 8.1 or 8.2, and Vest at the end of the Vesting Period;

9.2.5

is governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 9.2.1.

10		General

10.1		Terms of employment

10.1.1

For the purposes of this rule, “Employee” means any employee of a Member of the Group.

	10.1.2		This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

	10.1.3		Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

	10.1.4		No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

	10.1.5		The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

	10.1.6		The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.

	10.1.7		No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

	(i)		any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

	(ii)		any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;

	(iii)		the operation, suspension, termination or amendment of the Plan.

	10.1.8		Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan and the Vesting Condition, in consideration for, and as a condition of, the grant of an Award under the Plan.

	10.1.9		Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

10.2		Directors’ decisions final and binding

		The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

10.3		Documents sent to shareholders

		The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares or may direct participants to a relevant website.

10.4		Costs

		The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

10.5		Regulations

		The Directors have the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

10.6		Employee trust

		The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985.

10.7		Data protection

		By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

	10.7.1		administering and maintaining Participant records;

	10.7.2		providing information to Members of the Group, Rio Tinto Limited and its subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

	10.7.3		providing information to future purchasers of the Company or the business in which the Participant works;

	10.7.4		transferring information about the Participant to a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as the Participant’s home country.

10.8		Consents

		All transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.


10.9		Articles of association

		Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force.


10.10		Notices

10.10.1

Any notice or other document which has to be given to a person who is or will be eligible to be a Participant under or in connection with the Plan may be:

(i)

delivered or sent by post to him at his home address according to the records of his employing company; or

	(ii)		sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him;

	or in either case such other address which the Company considers appropriate.

10.10.2

Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Directors or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant.


			Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

11		Changing the Plan and termination

11.1		Directors’ powers

		The Directors may at any time change the Plan in any way, except that Rule 1.1 (no issue of new Shares) may not be changed to include the issue of new Shares or treasury shares and Rule 1.2 (Eligibility) may not be changed to include directors as eligible participants without the prior approval of the Company in general meeting.

11.2		Notice

		The Directors may give written notice of any changes made to any Participant affected.

12		Governing law and jurisdiction

		English law governs the Plan and all Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

13		Definitions

		In these rules:

		“ Acquiring Company ” means a person who obtains Control of the Company;

		“ Additional Shares ” means the number of Shares included in an Award as determined under Rule 1.6.2;

		“ Award ” means a Conditional Award and/or a Matching Award as appropriate;

		“ Base Number of Shares ” has the meaning given in Rule 1.6;

		“ Company ” means Rio Tinto plc;

		“ Conditional Award ” means a conditional right to acquire Shares granted under the Plan;

		“ Control ” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act 1988;

		“Dealing Restrictions” means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code;

		“ Directors ” means, subject to rule 8.4 (Directors), the board of directors of the Company or a duly authorised committee. The Directors may delegate authority to carry out specific tasks under these Rules to any one director or the secretary;

		“ Dividends ”, in relation to a particular Award, means dividends on Shares (excluding any non-ordinary dividend which the Directors determine should be excluded) the record date for which was within the period between the grant of the Award and the day before the date on which those Shares are registered in the name of the relevant Participant (both inclusive);

“Expiry Date” means the tenth anniversary of the approval of the Plan by the Directors

“ Group ” means:

	(i)		the Company; and

	(ii)		its Subsidiaries from time to time; and

	(iii)		any other company which is associated with the Company and is so designated by the Directors;

		and “ Member of the Group ” shall be construed accordingly;

		“ Matching Award ” means a right to acquire Shares granted under the Plan and linked to a Conditional Award;

		“ Model Code ” means the Model Code on dealings in securities set out in Listing Rule 9 annex 1, or such Code as may replace it during the life of the Plan;

		“ Participant ” means a person holding an Award or his personal representatives;

		“ Plan ” means these rules known as “The Rio Tinto Management Share Plan 2007” as changed from time to time;

		“ Retention Period ” means the period of time during which Vested Shares are to be held for the purposes of a Matching Award;

		“ Shares ” means fully paid ordinary shares in the capital of the Company;

		“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985;

		“ Vesting ” in relation to a Conditional Award or a Matching Award, means a Participant becoming entitled to have the Shares transferred to him subject to these rules and “ Vested Shares ” shall be construed accordingly;

		“ Vesting Condition ” means any vesting condition imposed under rule 1.4 (Vesting Conditions);

		“ Vesting Period ” means the period in respect of which a Vesting Condition is to be satisfied.

Exhibit 4.6

Rules of the Rio Tinto Limited
Share Option Plan 2004

Shareholders’ Approval: 22 April 2004

Directors’ Adoption: 30 January 2004

Expiry Date: 22 April 2014

Stock Exchange Centre
530 Collins Street
Melbourne VIC 3000
Tel 61 3 9614 1011
Fax 61 3 9614 4661
www.aar.com.au


Rules of the Rio Tinfo Limited Share Option Plan 2004

Table of Contents


1.	Meanings of Words Used			1

2.	Grant of Options			2
		2.1	Grant of Options	2
		2.2	Time when Options may be granted	2
		2.3	Performance Conditions	2
		2.4	Option Certificates	3
		2.5	No Payment	3
		2.6	Disclaimer of Option	3
		2.7	Disposal restrictions	3
		2.8	Administrative errors	3

3.	Option Price			3
		3.1	Setting the Price	3
		3.2	Market value	3

4.	Plan Limits			3
		4.1	10 per cent 10 year limit	3
		4.2	5 per cent 10 year limit	4
		4.3	ASIC prospectus relief limit	4
		4.4	Exclusions	4
		4.5	Meaning of Allocate	4

5.	Variations in Share Capital			4
		5.1	Adjustment of Options	4
		5.2	Notice	4
		5.3	Participation in new issues	4
		5.4	No other changes to Option terms	5

6.	Exercise and Lapse — General Rules			5
		6.1	Exercise	5
		6.2	Lapse	5
		6.3	Employment by another Member of the Group	5

7.	Exercise and Lapse — Exceptions to the General Rules			5
		7.1	Cessation of Employment	5
		7.2	Death	6
		7.3	Restrictions on exercise	6
		7.4	Takeovers	6
		7.5	Company Reconstructions	7
		7.6	Demergers and other significant distributions	7
		7.7	Winding-Up	8
		7.8	Priority	8

8.	Exchange of Options			8
		8.1	Application	8
		8.2	Exchange	8
		8.3	Period for Substitution	9

Page (i)


Rules of the Rio Tinfo Limited Share Option Plan 2004


		8.4	Consequences of Exchange	9

9.	Exercise of Options			9
		9.1	Exercise	9
		9.2	Manner of Exercise	9
		9.3	Option Exercise Date	10
		9.4	Part Exercise	10
		9.5	Cash alternative	10
		9.6	Issue or Transfer	10
		9.7	Rights	10
		9.8	Consents	11
		9.9	Constitution	11
		9.10	Listing	11

10.	General			11
		10.1	Notices	11
		10.2	Documents sent to Shareholders	11
		10.3	Committee decisions final and binding	11
		10.4	Costs	11
		10.5	Regulations	12
		10.6	Terms of Employment	12
		10.7	Replacement Option certificates	13
		10.8	Withholding	13
		10.9	Privacy consents	13

11.	Changing the Plan and Termination			14
		11.1	Variations and amendments	14
		11.2	Notice	14
		11.3	Termination of the Plan	14

12.	Governing Law			14

Page (ii)


Rules of the Rio Tinfo Limited Share Option Plan 2004

RULES OF THE RIO TINTO LIMITED
SHARE OPTION PLAN 1998

Meanings of Words Used

		In these Rules:

		*Acquiring Company* has the meaning given in Rule 8.

		*ASIC* means Australian Securities and Investments Commission.

		*ASX Listing Rules* means the Listing Rules of the Australian Stock Exchange in force from time to time.

		*Business Day* means a day on which the Australian Stock Exchange is open for the transaction of business.

		*Committee* means the Remuneration Committee of the board of directors of the Company as constituted from time to time (or if there is no such Remuneration Committee, means the board of directors of the Company).

		*Company* means Rio Tinto Limited (ACN 004 458 404).

		*Date of Grant* means the date on which the Committee resolves to grant an Option.

		*Eligible Employee* means any executive director, employee or class of employees of a Participating Company who is approved by the Committee.

		*Member of the Group* means:

	(a)		the Company; and

	(b)		its Subsidiaries from time to time.

Option means a right to acquire Shares granted under the Plan.

Optionholder means a person holding an Option or his personal representatives.

Option Period means a period starting on the Date of Grant of an Option and ending at the end of the day before the 10 ^th anniversary of the Date of Grant or such shorter period as may be specified on the Date of Grant.

Option Price means the amount payable for each Share on the exercise of an Option calculated as described in Rule 3, and subject to any variation under Rule 5.

Participating Companies means:

	(a)		the Company; and

	(b)		any Subsidiary of the Company.

Performance Condition means any condition or conditions imposed under Rule 2.3.

Plan means this plan known as ‘The Rio Tinto Limited Share Option Plan 2004’.

Rules means these rules as changed from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

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Rules of the Rio Tinfo Limited Share Option Plan 2004

		*Subsidiary* means a company which is a subsidiary of the Company within the meaning given by the Corporations Act.

2.		Grant of Options

2.1		Grant of Options

		The Committee may grant to any Eligible Employee an Option to acquire such number of Shares as they may determine, provided that the value of the number of Shares over which Options granted in respect of any financial year of the Company shall not exceed 300% of the Eligible Employee’s basic rate of pay at 1 March of the calendar year in which the Option is granted. The value of the Shares for this purpose shall be determined by taking the average of the market price of shares (as derived from the Official List of the Australian Stock Exchange) for each Friday in the year immediately preceding the commencement of the relevant Option Period, or in such other way as the Committee may determine.

2.2		Time when Options may be granted

2.2.1

Options may only be granted within 42 days starting on any of the following:

	(i)		the day after the announcement of the Company’s results to the Australian Stock Exchange for any period. The Committee may not grant Options at any time which would cause the Option Price to be calculated by reference to any days on or before that announcement;

	(ii)		the adoption of the Plan;

	(iii)		any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Options; or

	(iv)		any day on which changes to the legislation or regulations affecting share option schemes are announced, effected or made.

	2.2.2		The Committee may only grant Options between the adoption of the Plan and the 10 ^th anniversary of that date.

	2.2.3		If the Committee cannot grant any Options due to restrictions imposed by statute, order, ASX Listing Rules, regulation or government directive, the Committee may grant Options within 42 days after the lifting of such restrictions.

2.3		Performance Conditions

		When granting an Option, the Committee must make its exercise conditional on the satisfaction of a Performance Condition. The Performance Condition must be objective, and specified at the Date of Grant. The Committee may waive or change the Performance Condition if anything happens which causes the Committee to consider that:

	2.3.1		a changed Performance Condition would be a fairer measure of performance, and would be no more difficult to satisfy; or

	2.3.2		the Performance Condition should be waived.

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Rules of the Rio Tinfo Limited Share Option Plan 2004

2.4		Option Certificates

		Each Optionholder will receive an option certificate, which may be executed as a deed, on or as soon as practicable after the Date of Grant.

2.5		No Payment

		Optionholders are not required to pay for the grant of any Option.

2.6		Disclaimer of Option

		Any Optionholder may disclaim all or part of his Option by notice in writing to the Secretary of the Company, within 30 days after the Date of Grant. If this happens the Option will be deemed never to have been granted under the Plan. No consideration is payable for the disclaimer.

2.7		Disposal restrictions

		Except for the transmission of an Option on the death of an Optionholder to his personal representatives, neither an Option nor any rights in respect of it may be transferred, assigned or otherwise disposed of by an Optionholder to any other person.

2.8		Administrative errors

		If and to the extent that the Committee tries to grant Options which are inconsistent with Rule 4 (scheme limits), the Options will be limited and will take effect from the Date of Grant on a basis consistent with Rule 4.

3.		Option Price

3.1		Setting the Price

		The Committee will set the Option Price on the Date of Grant. The Option Price will be not less than the market value of a Share on the Date of Grant.

3.2		Market value

		‘Market value’ for the purpose of this Rule on any particular day means the average of the market price of shares (as derived from the Official List of the Australian Stock Exchange) on any period of five Business Days of which the last falls no earlier than five days before the Date of Grant.

4.		Plan Limits

4.1		10 percent 10 year limit

		The number of Shares which may be allocated under the Plan on any day will not exceed 10 per cent of the ordinary share capital of the Company on issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share scheme operated by the Company.

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Rules of the Rio Tinto Limited Share Option Plan 2004

4.2		5 percent 10 year limit

		The number of Shares which may be allocated under the Plan on any day will not exceed 5 per cent of the ordinary share capital of the Company on issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share scheme adopted by the Company.

4.3		ASIC prospectus relief limit

		The number of Shares which may be allocated under the Plan on any day will not exceed the maximum number permitted under any applicable ASIC Class Order or other applicable instrument from the ASIC providing relief from the prospectus regime of the Corporations Act.

4.4		Exclusions

		Where the right to acquire Shares is released or lapses without being exercised, the Shares concerned will be ignored when calculating the limits in this Rule.

4.5		Meaning of Allocate

		*Allocate* means, in relation to any employee option scheme, placing unissued Shares under option and, in relation to other types of employee share scheme, the issue and allotment of Shares.

5.		Variations in Share Capital

5.1		Adjustment of Options

		If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, a demerger (in whatever form) or if the Company makes a special distribution including a distribution in specie, subject to the ASX Listing Rules in force from time to time:

	5.1.1		the number or nominal amount of Shares comprised in each Option; and

	5.1.2		the Option Price,

may be adjusted in any way (including retrospective adjustments) in which the Committee considers appropriate.

5.2		Notice

		The Committee may notify Optionholders of any adjustment made under this Rule 5.

5.3		Participation in new issues

		An Optionholder may not participate in new issues of shares without first exercising his Option.

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Rules of the Rio Tinto Limited Share Option Plan 2004

5.4		No other changes to Option terms

		Other than as expressly specified in these Rules, no Optionholder will have any right to a change in:

	5.4.1		the Option Price of an Option; or

	5.4.2		the number or nominal amount of Shares comprised in each Option.

Exercise and Lapse — General Rules

6.1		Exercise

		Except where exercise is allowed as described in Rule 7, an Option can only be exercised:

	6.1.1		on or after the third anniversary of its Date of Grant, or such other date as may be specified on the Date of Grant;

	6.1.2		if any Performance Condition is satisfied or waived; and

	6.1.3		so long as the Optionholder is a director or employee of a Member of the Group.

6.2		Lapse

		An Option will lapse on the earliest of:

	6.2.1		the date the Optionholder ceases to be a director or employee of a Member of the Group, unless any of the provisions in Rule 7 apply;

	6.2.2		any date specified in any Performance Condition; or

	6.2.3		the expiry of the Option Period, unless Rule 7.2 applies (death).

6.3		Employment by another Member of the Group

		For the purposes of Rule 6.2.1, an Optionholder will not be treated as ceasing to be a director or employee of a Member of the Group if he is employed by another Member of the Group.

7.		Exercise and Lapse — Exceptions to the General Rules

7.1		Cessation of Employment

		If an Optionholder ceases to be a director or an employee of any Member of the Group for any of the reasons set out below, his Options will lapse at the latest of the end of the period of one year after the date of cessation or one year after the date of latest possible vesting under the Performance Condition (or such longer period as the Committee may determine) but may be exercised during that period, subject to satisfaction of any Performance Condition and subject to Rule 7.3. The reasons are:

	7.1.1		ill-health, injury or disability (as determined by the Optionholder’s employer);

	7.1.2		redundancy;

	7.1.3		transfer to Rio Tinto pic or one of its subsidiaries;

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Rules of the Rio Tinto Limited Share Option Plan 2004

	7.1.4		retirement (by agreement with the Optionholder’s employer);

	7.1.5		his employing company ceasing to be under the control of the Company;

	7.1.6		a transfer of the undertaking in which the Optionholder works to a person who is neither under the control of the Company nor a Member of the Group; or

	7.1.7		any other reason specified by the Committee in its absolute discretion, but subject to any shorter exercise period determined by the Committee.

7.2		Death

		If an Optionholder dies, his Options may be exercised by his personal representatives within one year of his death, irrespective of the satisfaction of any Performance Condition, but subject to Rule 7.3. To the extent that any Option exercisable under this sub-rule is not so exercised, it will lapse at the end of the one year period.

7.3		Restrictions on exercise

	7.3.1		Except in the case of a transfer as contemplated by Rule 7.1.3, any Options which have not been held for 12 months on the date an Optionholder dies or ceases to be a director or an employee of any Member of the Group may only be exercised pursuant to Rule 7.1 or 7.2 pro rata.

	7.3.2		Upon an Optionholder ceasing to be, or if the Committee is satisfied that an Optionholder is to cease being, a director or an employee of any Member of the Group for any of the reasons specified in Rules 7.1.1 to 7.1.7, the Optionholder may, by notice in writing to the Committee, elect that some or all of his Options lapse. Any Options the subject of such a notice will lapse with effect from the date of the notice. An Optionholder may ask the Committee to confirm to the Optionholder whether the Committee is satisfied as to the relevant matters.

7.4		Takeovers

		If a person (or a group of persons acting in concert) obtains control of the Company as a result of making an offer to acquire shares which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have control of the Company, Options may be exercised, subject to the satisfaction of any Performance Condition measured at the date control is obtained (and, for the purposes only of this Rule, as if any relevant period for measurement the subject of the Performance Condition is deemed to have ended on such date), within the 6 month period after the person making the offer has obtained control of the Company and any condition subject to which the offer is made has been satisfied.

		The Options will lapse at the end of the 6 month period, unless the Committee gives reasonable notice to the Optionholders before the end of the 6 month period that the Options will not lapse.

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Rules of the Rio Tinto Limited Share Option Plan 2004

		If someone becomes bound or entitled to compulsorily acquire Shares, Options may be exercised, subject to the satisfaction of any Performance Condition measured as at the date control is obtained (and, for the purposes only of this Rule, as if any relevant period for measurement the subject of the Performance Condition is deemed to have ended on such date), at any time when that person remains so bound or entitled. Options not exercised within that period will lapse at the end of the relevant period referred to in Rule 8.3. If more than one period is relevant the Options will lapse at the end of the later period, unless the Committee gives notice to the Optionholders before the expiry of the relevant period that the Options will not lapse.

		However, the Committee may determine that Options will not become exercisable under this rule, but that instead all Options will be automatically replaced by equivalent new options in accordance with Rule 8.

7.5		Company Reconstructions

		If under Section 411 of the Corporations Act a court sanctions a compromise or arrangement involving the Shares, the reconstruction of the Company or its amalgamation with any other company or companies, the following will apply:

	7.5.1		Optionholders may exercise their Options, subject to the satisfaction of any Performance Condition measured at the date of the court’s sanction (and, for the purposes only of this Rule, as if any relevant period for measurement the subject of the Performance Condition is deemed to have ended on such date), at any time within the 6 month period after the date of the court’s sanction. Any Option not exercised by the end of that period will become unexerciseable and will lapse at the end of that period.

	7.5.2		However, the Committee may determine that Options will not become exercisable under Rule 7.5.1, but that instead all Options will be automatically replaced by equivalent new options in accordance with Rule 8.

7.6		Demergers and other significant distributions

		If the Committee becomes aware that the Company is or is expected to be affected by any demerger, dividend in specie, super dividend or other transaction which, in the opinion of the Committee, would affect the current or future value of any Option, the Committee, may, in its discretion, allow some or all Options to be exercised. The Committee will specify the period of exercise of such Options, whether the Options will lapse at the end of the period, and whether exercise is subject to satisfaction of any Performance Condition. In exercising their discretion, the Committee may take into account considerations relating to the Company and other Members of the Group, and other employees and Optionholders. The Committee will notify any Optionholder who is affected by this Rule.

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Rules of the Rio Tinto Limited Share Option Plan 2004

7.7		Winding-Up

		If notice is duly given to Members of a resolution for the voluntary winding-up of the Company, Options may be exercised, irrespective of the satisfaction of any Performance Condition, until the start of the winding-up within the meaning of the Corporations Act (but the exercise of any Option in these circumstances will be of no effect if the resolution is not passed). All Options will lapse on a winding-up of the Company unless exercised before the winding-up starts.

		If the Company is wound-up by the court, Options may be exercised, irrespective of the satisfaction of any Performance Condition, within 2 months after the date of the winding-up order. However, the liquidator or the court (if appropriate) must authorise the issue of Shares after such exercise, and the Optionholder must apply for this authority and pay his application costs. Any Options not exercised during the 2 month period will lapse at the end of the period.

7.8		Priority

		If there is any conflict between any of the provisions of Rules 6 and 7, the provision which results in the shortest exercise period or the earliest lapse of the Option, or both, will prevail.

8.		Exchange of Options

8.1		Application

		This Rule applies if a company (the Acquiring Company):

8.1.1

obtains control of the Company as a result of making a general offer to acquire:

	(i)		the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have control of the Company; or

	(ii)		all the Shares (or those Shares not already owned by the Acquiring Company or its subsidiary or holding company); or

	8.1.2		obtains control of the Company under a compromise or arrangement sanctioned by the court under Section 411 of the Corporations Act; or

	8.1.3		becomes bound or entitled to compulsorily acquire Shares under the Corporations Act.

8.2		Exchange

		If any of the events described in Rule 8.1 happens, an Optionholder may, during the period referred to in Rule 8.3, agree with the Acquiring Company to release his Option in consideration of the grant to him of a new option. The new option must be equivalent to the released option.

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Rules of the Rio Tinto Limited Share Option Plan 2004

8.3		Period for Substitution

		The period referred to in Rule 8.2 is:

	8.3.1		in a case falling within Rule 8.1.1, 6 months starting with the time when the Acquiring Company obtains control of the Company and any condition subject to which the offer is made is satisfied;

	8.3.2		in a case falling within Rule 8.1.2, 6 months starting with the time when the court sanctions the compromise or arrangement; and

	8.3.3		in a case falling within Rule 8.1.3, the period during which the Acquiring Company remains so bound or entitled.

8.4		Consequences of Exchange

		Where an Optionholder is granted a new option for release of his old Option as described in this Rule 8, then:

	8.4.1		the new option will be treated as having been acquired at the same time as the old Option and be exercisable in the same manner and at the same time as the old Option;

	8.4.2		the new option will be subject to the provisions of the Plan as it had effect in relation to the old Option immediately before the release but Rule 11.2 will not apply;

	8.4.3		the Conditions will not apply, unless the terms of the Conditions say otherwise; and

	8.4.4		with effect from the release and grant, these Rules will be construed in relation to the new option as if references to the Company and Shares were references to the Acquiring Company and shares over which the new option is granted.

Exercise of Options

9.1		Exercise

		An Optionholder can exercise his Option validly only in the way described in this Rule.

9.2		Manner of Exercise

		Options must be exercised by notice in writing delivered to the Secretary of the Company or other duly appointed agent. The notice of exercise of the Option must be completed, signed by the Optionholder or by his appointed agent, and must be accompanied by:

	9.2.1		the relevant option certificate; and

	9.2.2		correct payment in full of the Option Price for the number of Shares being acquired, or details of arrangements agreed between the Optionholder and the Company made for the payment of the Option Price for the number of Shares being acquired.

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Rules of the Rio Tinto Limited Share Option Plan 2004

9.3

Option Exercise Date

9.3.1

Subject to Rule 9.3.2 the Option Exercise Date will be the later of:

	(i)		the date of receipt by the Secretary of the Company of the documents and payment referred to in Rule 9.2; and

	(ii)		the date on which the Committee either decides that each of the conditions to which the Option is subject has been satisfied, or waives such conditions.

			This paragraph (ii) will only apply if the Option is subject to any conditions. The Committee must make a decision about the satisfaction or waiver of the conditions within 14 days of receiving the documents and payment.

9.3.2

If any statute, regulation, ASX Listing Rule or code adopted by the Company, prohibits the exercise of Options, or the Company Secretary reasonably believes it so prohibits, the date of exercise will be either the date described in Rule 9.3, or, if later, the date when the Optionholder is permitted or the Company Secretary believes the Optionholder is permitted to exercise an Option. However, this Rule does not extend any period in which an Option is exercisable.

9.4		Part Exercise

		An Option may be exercised in part or in whole (but may not be exercised in a manner which would require the issue of a fraction of a Share).

9.5		Cash alternative

		The Committee may in its discretion determine not to procure the issue or transfer of Shares to an Optionholder who exercises his Option, but instead to pay to him a cash amount equal to the amount by which the market value of the Shares in respect of which the Option is exercised exceeds the Option Price, or to procure the transfer to him of Shares to the value of that cash amount. If the Committee so determines, the Option Price shall not be payable, and if already paid, shall be repaid to the Optionholder forthwith.

9.6		Issue or Transfer

		Subject to Rule 9.8:

	9.6.1		Shares to be issued following the exercise of an Option will be issued within 30 days after the Option Exercise Date or such earlier date as is required by the ASX Listing Rules.

	9.6.2		Where Shares are to be transferred to an Optionholder following the exercise of an Option rather than issued, the Committee will procure the transfer of Shares within 30 days after the Option Exercise Date.

9.7

Rights

9.7.1

Shares issued on the exercise of an Option will rank equally in all respects with the Shares on issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

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Rules of the Rio Tinto Limited Share Option Plan 2004

9.7.2

Where Shares are to be transferred on the exercise of an Option, Optionholders will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. They will not be entitled to rights before that date.

9.8		Consents

		All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in Australia or elsewhere. The Optionholder will be responsible for complying with any requirements to be fulfilled in order to obtain or avoid the necessity for any such consent.

9.9		Constitution

		Any Shares acquired on the exercise of Options will be subject to the Constitution of the Company from time to time in force.

9.10		Listing

		If and so long as the Shares are listed on the Official List of the Australian Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable after their allotment.

10.		General

10.1		Notices

		Any notice or other document which has to be given under or in connection with the Plan may be delivered to an Optionholder or sent by post to him at his home address according to the records of his employing company or such other address which the Company considers appropriate. Any notice or other document which has to be given to the Company under or in connection with the Plan may be delivered or sent by post or by fax to it at its registered office (or such other place as the Committee may from time to time decide and notify to Optionholders). Notices sent by post will be deemed to have been given on the fifth day after the date of posting. Notices sent by fax will be deemed to have been given 24 hours after sending.

10.2		Documents sent to Shareholders

		The Company may send to Optionholders copies of any documents or notices normally sent to the holders of its Shares.

10.3		Committee decisions final and binding

		The decision of the Committee on the interpretation of the Rules or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.

10.4		Costs

		The Company will pay the costs of introducing and administering the Plan.

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Rules of the Rio Tinto Limited Share Option Plan 2004

10.5		Regulations

		The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with the Rules.

10.6		Terms of Employment

	10.6.1		For the purposes of this Rule, “Employee” means any Optionholder, any Eligible Employee or any other employee of a Participating Company.

	10.6.2		This Rule applies:

	(i)		whether a Participating Company has full discretion in the operation of the Plan, or whether a Participating Company could be regarded as being subject to any obligations in the operation of the Plan;

	(ii)		during an Employee’s employment or employment relationship; and

	(iii)		after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

	10.6.3		Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and a Participating Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

	10.6.4		The grant of Options on a particular basis in any year does not create any right to or expectation of the grant of Options on the same basis, or at all, in any future year.

	10.6.5		No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

	10.6.6		Without prejudice to an Employee’s right to exercise an Option subject to and in accordance with the express terms of the Rules and the Performance Conditions, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Option. Any and all discretions, decisions or omissions relating to the Option may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

	10.6.7		No Employee has any right to compensation for any loss in relation to the Plan, including:

(i)

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

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Rules of the Rio Tinto Limited Share Option Plan 2004

	(ii)		any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision;

	(iii)		the operation, suspension, termination or amendment of the Plan.

	10.6.8		Participation in the Plan is permitted only on the basis that the Employee accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to exercise an Option subject to and in accordance with the express terms of the Rules and the Performance Conditions, in consideration for, and as a condition of, the grant of an Option under the Plan.

	10.6.9		Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under any legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

	10.6.10		Nothing in this Plan confers any responsibility or liability on any Member of the Group or any of their directors, officers, employees, representatives or agents in respect of any taxation liabilities of any Employee.

	10.6.11		Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. To the extent that any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

10.7		Replacement Option certificates

		If any option certificate is worn out, defaced or lost, the Committee will replace it on such conditions as it wishes to set. If an Option is exercised in part, and the balance remains exercisable, the Committee will provide the Optionholder with a balance certificate.

10.8		Withholding

		The Company or any employing company may withhold any amount and make any such arrangements, including the sale of any Shares on behalf of an Optionholder as it considers necessary to meet any liability to taxation or social security contributions in respect of Options granted to the Optionholder pursuant to this Plan.

10.9		Privacy consents

		By participating in the Plan the Optionholder acknowledges that the Committee, the board of the Company and each Member of the Group may use and disclose personal information relating to the Optionholder for all purposes which relate to the management and administration of the Plan including, without limitation:

	10.9.1		disclosure of personal information between Members of the Group and to Rio Tinto plc and its subsidiaries;

	10.9.2		disclosure of personal information by Members of the Group to external service providers including banks, Plan brokers or administrators, share registries, professional advisers and mail houses, and

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Rules of the Rio Tinto Limited Share Option Plan 2004

10.9.3

disclosure of personal information to future purchasers of the Company or the business in which the Optionholder works,

		in each case whether or not the personal information is transferred from one country to another country, and the Optionholder consents to all such use and disclosure of all such personal information.

11.		Changing the Plan and Termination

11.1		Variations and amendments

		Subject to the Corporations Act and the ASX Listing Rules, the Committee has power to make such alterations, variations, insertions, deletions or modifications *(variations)* to all or any part of the rules of the Plan as the Committee thinks fit, provided that the net effect of such variation is not to prejudice the rights and entitlements of an Optionholder subsisting prior to the making of the amendment.

11.2		Notice

		After making any variation, the Committee will give written notice to any Optionholder affected by the variation.

11.3		Termination of the Plan

		The Committee may terminate the Plan at any time. If this is not done, the Plan will terminate on 22 April 2014, but Options granted before such termination will continue to be valid and exercisable as described in these Rules.

12.		Governing Law

The law of Victoria governs the Plan and all Options and their construction.

Page 14

Exhibit 4.7

Rules of the Rio Tinto Limited

Mining Companies

Comparative Plan 2004

Shareholders’ Approval: 22 April 2004

Directors’ Adoption: 30 January 2004

Expiry Date: 22 April 2014

Stock Exchange Centre
530 Collins Street
Melbourne VIC 3000
Tel 61 3 9614 1011
Fax 61 3 9614 4661
www.aar.com.au

Rules of the Rio Tinto Limited Mining
Companies Comparative Plan 2004


Table of Contents

1.	Definitions and Interpretation	1
2.	Administration of the Plan	2
3.	Eligibility	2
4.	Performance Conditions and Awards	2
5.	Termination of Employment	3
6.	Takeover or reconstruction	4
7.	Variation of Conditional Awards	5
8.	Plan Limits	5
9.	Variation of Plan Rules	6
10.	Miscellaneous	6
11.	Terms of employment	7
12.	Governing Law	8

Page (i)

Rules of the Rio Tinto Limited Mining
Companies Comparative Plan 2004

Rio Tinto Limited

Mining Companies Comparative Plan 2004

Definitions and Interpretation

1.1		In this Plan unless the context otherwise requires:

		*ASIC* means Australian Securities and Investments Commission.

		*Award* means the receipt of Shares as described in Rule 4.4.

		*Business Day* means a day on which the Australian Stock Exchange is open for the transaction of business.

		*Committee* means the Remuneration Committee of the board of directors of the Company as constituted from time to time (or if there is no such Remuneration Committee, means the board of directors of the Company).

		*Company* means Rio Tinto Limited (ACN 004 458 404).

		*Conditional Award* means an award to a Participant of a specified number of Shares subject to satisfaction of a Performance Condition, and subject to the Committee’s discretion under Rule 4.5.

		*Conditional Award Letter* means a notification of participation in the Plan given under Rule 4.1.

		*Corporations Act* means the Corporation Act 2001 (Cth).

		*Group* means the Company and all of its Subsidiaries.

		*Minimum Shareholding Threshold* means the number of Shares required to be held by a Participant who is a director of the Company or a product group chief executive in the Rio Tinto Group, as determined in accordance with Rule 4.7.

		*Participant* means a person to whom a Conditional Award Letter has been given under Rule 4.1.

		*Performance Condition* means a condition set by the Committee and notified to a Participant in a Conditional Award Letter.

		*Performance Period* means the period over which a Performance Condition is to be satisfied.

		*Plan* or *MCCP* means the Rio Tinto Limited Mining Companies Comparative Plan 2004 as herein set out but subject to any alterations or additions made under Rule 9 below.

		*Rio Tinto Group* means the Group and Rio Tinto plc and its subsidiaries.

		*Shares* means ordinary shares in the Company.

		*Subsidiary* means a body corporate which is a subsidiary of the Company within the meaning of the Corporations Act.

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Rules of the Rio Tinto Limited Mining
Companies Comparative Plan 2004

1.2		Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified extended or re-enacted.

2.		Administration of the Plan

2.1		The Committee is responsible for the administration of the Plan. Subject to the express provisions of the Plan, the Committee may prescribe, amend and rescind the rules and regulations relating to it and make all determinations necessary for its administration. The determination of the Committee on all matters assigned to it under the Plan shall be conclusive.

2.2		Notwithstanding any other provision of the Plan, the operation of the Plan shall remain at the entire discretion of the Committee and shall not confer any rights whatsoever on Participants.

3.		Eligibility

		Any executive director, employee or class of employees of the Company or a Subsidiary who is approved by the Committee shall be eligible to participate in the Plan in respect of a particular Performance Period.

4.		Performance Conditions and Awards

4.1		The Committee may from time to time select any eligible director or employee or class of employees for participation in the Plan and authorise the issue of a Conditional Award Letter to him. If the Committee authorises participation in the Plan by an eligible director or employee who joins the Group later than 1 January in the first year of a Performance Period, his Conditional Award will be reduced pro rata to his participation during such first year.

4.2		The Committee shall make each Conditional Award subject to a Performance Condition, the achievement (or non-achievement) of which will determine the number of Shares awarded to a Participant. The full terms of the Performance Condition shall be set out in the Conditional Award Letter.

4.3		The value of the number of Shares subject to a Conditional Award shall not exceed 200% of a Participant’s basic rate of pay at 1 March of the first year of the relevant Performance Period. The value of the Shares for this purpose shall be determined by taking the average of the market price of Shares (as derived from the Official List of the Australian Stock Exchange) for each Friday in the year immediately preceding the commencement of the relevant Performance Period, or in such other way as the Committee may determine.

4.4		After the end of a Performance Period, the number of Shares which fall to be awarded to each Participant shall be calculated in accordance with the Performance Condition, and unless the Committee determines otherwise under Rule 4.5, and subject to Rule 5, the Participant shall receive the appropriate number of Shares (or an equivalent amount in cash) after first deducting any sums required to be withheld on account of such delivery in

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		respect of the Participant’s tax or social security obligations, or after making any other arrangements which may appear suitable to discharge those obligations.

4.5		The Committee may determine in its absolute discretion that the performance of a Participant or of the Group does not justify the making of all or any part of an Award.

4.6		Any Participant who is a director of the Company or a product group chief executive in the Rio Tinto Group shall, subject to Rule 5.4 and Rule 6, hold the Shares delivered to him in accordance with Rule 4.4, or such lesser number of Shares as (taking account of any shares which he already holds and any other Shares in which he is shown as being interested in the Company’s Report and Accounts, excluding any interest in Shares held by an employee benefit trust) will make his shareholding equal to the Minimum Shareholding Threshold. He shall thereafter continue to hold Shares equal to the Minimum Shareholding Threshold, as determined by the Committee from time to time, until the Committee shall determine otherwise, subject to any variation under Rule 7.

4.7		For the purposes of Rule 4.6 above, the Minimum Shareholding Threshold is the number of Shares equal in value to two times the Participant’s basic salary on 1 March in the year in which the Shares are awarded to him, or such other number as the Committee may determine from time to time. The value of the Shares for this purpose shall be determined in the manner described in Rule 4.3.

4.8		Any Participant who is a director of the Company or a product group chief executive of the Rio Tinto Group at the time a Conditional Award Letter is delivered to him and who is entitled to receive a number of Shares (or an equivalent amount in cash in lieu of those Shares) under the Plan (for the avoidance of doubt, as modified or reduced pro-rata under Rule 5 or Rule 6 if applicable), shall also be paid an amount of cash from the Company. The amount of cash to be so paid will be an amount equal to the aggregate cash amount of dividends (excluding any imputed or associated tax credits or rebates, such as any Australian franking credits, in relation to those dividends) that would have been paid to a holder of the relevant number of Shares in respect of the financial years comprised in the Performance Period, but excluding any dividends actually paid in respect of those Shares after their issue or transfer to the Participant and after first deducting any sums required to be withheld on account of such payment in respect of the Participant’s tax or social security obligations.

5.		Termination of Employment

5.1

5.2

If a Participant ceases to be employed within the Group during a Performance Period by reason of:

	(a)		ill-health, injury, or disability (as determined by the Participant’s employer);

	(b)		redundancy;

	(c)		transfer to Rio Tinto plc or one of its subsidiaries;

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	(d)		retirement (by agreement with the Participant’s employer);

	(e)		his employing company ceasing to be under the control of the Company; or

	(f)		a transfer of the undertaking in which the Participant works to a person who is neither under the control of the Company nor a member of the Group;

		he may receive an Award in accordance with Rule 4.4, provided that if his employment terminates during the first 12 months of a Performance Period, the Award will be reduced pro rata.

5.3		If a Participant dies before the end of a Performance Period, Shares will be delivered to his personal representatives as soon as reasonably practicable. The number of Shares delivered will be the higher of:

	(a)		the number of Shares which would be delivered if the Performance Condition was satisfied at the median level ; and

	(b)		the number of Shares which would be delivered if the Performance Period ended on the date of death, and performance were measured over the shortened Performance Period,

		provided that if a Participant dies during the first 12 months of a Performance Period, the number of Shares will be reduced pro rata.

5.4		The Minimum Shareholding Threshold in Rule 4.6 shall not apply to Awards made under this Rule 5.

5.5		If the Participant ceases to be employed within the Group for any reason following the end of a Performance Period he will remain eligible to receive an Award, unless he joins an employer which is a competitor of the Group.

6.		Takeover or reconstruction

6.1

In the event that any person obtains control of the Company, whether or not as a result of making a general offer to acquire shares in the Company, or if the Company is wound up, all outstanding Performance Periods will be deemed to end on the date on which control is obtained, or the winding up becomes effective, and (subject to Rule 6.2 and 6.3) Awards will be made calculated by reference to the extent to which the relevant Performance Condition has been satisfied at that date.

6.2

If a Performance Period is deemed to end during the first 12 months, any Awards will be reduced pro rata.

6.3

The Committee may determine that Rule 6.1 will not apply, but that instead all Conditional Awards will be automatically replaced by equivalent new conditional awards over shares in any company which acquires control of the Company (provided that the Committee has first obtained the agreement of that acquiring company).

6.4

Rule 4.6 shall not apply to Awards made under this Rule 6.

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Variation of Conditional Awards

7.1

The Committee may make such adjustments as it considers appropriate, if any, to:

	(a)		the number of Shares subject to a Conditional Award;

	(b)		the terms of a Performance Condition;

	(c)		the number of Shares which a Participant is obliged to hold pursuant to Rule 4.7; and/or

	(d)		any payment to be made under Rule 4.8,

		in the event of any of the circumstances set out in Rule 7.2.

7.2		The circumstances are:

	(a)		a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, or a demerger (in whatever form);

	(b)		a special distribution, including a distribution in specie, made by the Company to its shareholders;

	(c)		a takeover, demerger or other reconstruction (excluding liquidation or receivership) of any other company with which the Company’s performance is compared;

	(d)		any other circumstances whatsoever which causes the Committee to consider that a changed Performance Condition would be a fairer measure of performance, and would be no more difficult to satisfy, or that the Performance Condition should be waived.

7.3		After any adjustment under Rule 7.1, notice shall be given to any Participant affected thereby.

8.		Plan Limits

8.1

The number of Shares which may be allocated under the Plan on any day will not exceed 10% of the ordinary share capital of the Company on issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share scheme adopted by the Company.

8.2

The number of Shares which may be allocated under the Plan on any day will not exceed 5% of the ordinary share capital of the Company on issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share scheme adopted by the Company.

8.3

The number of Shares which may be allocated under the Plan on any day will not exceed the maximum number permitted under any applicable ASIC Class Order or other applicable instrument from the ASIC providing relief from the prospectus regime of the Corporations Act.

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8.4

Allocate means, in relation to any employee option scheme, placing unissued shares under option and, in relation to other types of employee share scheme, the issue and allotment of shares.

Variation of Plan Rules

9.1		Subject to the Corporations Act and the Listing Rules of the Australian Stock Exchange, the Committee has power to make such alterations, variations, insertions, deletions or modifications ( *variations* ) to all or any part of the rules of the Plan as the Committee thinks fit, provided that the net effect of such variation is not to prejudice the rights and entitlements of a Participant subsisting prior to the making of the amendment.

9.2		After making any variation, the Directors will give written notice to any Participant affected by the variation.

10.		Miscellaneous

10.1

By participating in the Plan the Participant acknowledges that the Committee, the board of the Company and each company in the Group may use and disclose personal information relating to Participants for all purposes which relate to the management and administration of the Plan including, without limitation:

	(a)		disclosure of personal information between companies in the Group and to other companies in the Rio Tinto Group;

	(b)		disclosure of personal information by companies in the Group to external service providers including banks, Plan brokers or administrators, share registries, professional advisers and mail houses; and

	(c)		disclosure of personal information to future purchasers of the Company or the business in which the Participant works,

		in each case whether or not the personal information is transferred from one country to another country, and the Participant consents to all such use and disclosure of all such personal information.

10.2		In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons.

10.3		The Committee may suspend or terminate the Plan at any time without incurring any liability to any Participant. If this is not done, the Plan will terminate on 22 April 2014 but without prejudice to Awards to be made in relation to Performance Periods which have not yet ended.

10.4		The Company will pay the costs of introducing and administering the Plan.

10.5		Where Shares are to be transferred to a Participant in satisfaction of an Award, the Participant is entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date, but, subject to Rule 4.8, is not entitled to rights before that date.

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10.6

The Company may satisfy Awards by the issue of Shares or by procuring the transfer of Shares or in any other way. All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in Australia or elsewhere. The Participant will be responsible for complying with any requirements to be fulfilled in order to obtain or avoid the necessity for any such consent.

10.7

Any Shares acquired in satisfaction of an Award will be subject to the Constitution of the Company from time to time in force.

10.8

If and so long as the Shares are listed on the Official List of the Australian Stock Exchange, the Company will apply for listing of any Shares issued pursuant to the Plan as soon as practicable after their allotment.

11.

Terms of employment

11.1

For the purposes of this Rule, “Employee” means any Participant or any other employee of a company in the Group.

11.2

This Rule applies:

	(a)		whether a company in the Group has full discretion in the operation of the Plan, or whether a company in the Group could be regarded as being subject to any obligations in the operation of the Plan;

	(b)		during an Employee’s employment or employment relationship; and

	(c)		after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

11.3

Nothing in the Plan or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the company in the Group that is his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

11.4

The grant of Conditional Awards on a particular basis in any year does not create any right to or expectation of the grant of Conditional Awards on the same basis, or at all, in any future year.

11.5

11.6

Without prejudice to an Employee’s rights under a Conditional Award subject to and in accordance with the express terms of the Plan and the Performance Conditions, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Conditional Award. Any and all discretions, decisions or omissions relating to the Conditional Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the

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		Employee and the company in the Group that is his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

11.7		No Employee has any right to compensation for any loss in relation to the Plan, including:

	(a)		any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

	(b)		any exercise of a discretion or a decision taken in relation to a Conditional Award or to the Plan, or any failure to exercise a discretion or take a decision; or

	(c)		the operation, suspension, termination or amendment of the Plan.

11.8

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Plan, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the rights under a Conditional Award subject to and in accordance with the express terms of the Plan and the Performance Conditions, in consideration for, and as a condition of, the grant of a Conditional Award under the Plan.

11.9

Nothing in the Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under any legislation to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

11.10

Nothing in the Plan confers any responsibility or liability on any member of the Group or any of their directors, officers, employees, representatives or agents in respect of any taxation liabilities of any Participant.

11.11

Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. To the extent that any provision is found to be invalid then it will be deemed never to have been part of the Plan and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

12.

Governing Law

The law of Victoria governs the Plan and all Awards and their construction.

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Exhibit 4.8

RIO TINTO LIMITED

RULES OF THE RIO TINTO MANAGEMENT SHARE PLAN 2007


Directors’ Adoption:		13 March 2007
Expiry Date:		13 March 2017

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Anne Croft

Table of Contents


Contents		Page

1	Granting Awards		1
2	Awards		2
3	Conditional Awards and Matching Awards		3
4	Vesting of Awards		3
5	Consequences of Vesting		4
6	Leaving the Group before Vesting		4
7	Variations in share capital, demergers and special distributions		6
8	Takeovers and restructurings		6
9	Exchange of Awards		8
10	General		8
11	Changing the Plan and termination		11
12	Overriding restrictions on transfer of Shares		11
13	Governing law and jurisdiction		11
14	Definitions		11

Rules of the Rio Tinto Management Share Plan 2007

Granting Awards

1.1		Shares subject to Awards

		Awards may only be satisfied by the transfer of existing Shares. No new Shares may be issued under the Plan.

1.2		Eligibility

		The Directors may grant an Award to any employee of the Group excluding an executive director of the Company or a product group chief executive.

1.3		Timing of Award

		Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following:

	1.3.1		the day after the announcement of the Company’s results;

	1.3.2		any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Awards; or

	1.3.3		any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

	1.3.4		the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

1.4		Vesting Conditions

		When granting an Award, the Directors may make its Vesting conditional on the satisfaction of one or more conditions. A Vesting Condition must be specified at the time the Award is made and may provide that an Award will lapse if a Vesting Condition is not satisfied. The Directors may waive or change a Vesting Condition in accordance with its terms or if anything happens which causes them reasonably to consider it appropriate. Notwithstanding anything else in the Plan, an Award will only Vest to the extent that any Vesting Condition is satisfied or waived.

1.5		Matching Awards

		The Directors may establish conditions for and grant Matching Awards at any time during the Vesting Period for a Conditional Award

		The Vesting of a Matching Award is conditional on the Participant retaining the Shares which are subject to the Conditional Award to which the Matching Award is linked, on terms specified at the time the Matching Award is granted, and is subject to such other Vesting Conditions as the Directors see fit.

1.6		Number of Shares the Subject of an Award

1.6.1

The Directors must, at the time of the grant of a Conditional Award or a Matching Award, determine the number of Shares subject to the Award (the Base Number of Shares ).

	1.6.2		The Directors may, at the time of the grant of such an Award, also determine that the Award includes a right to receive, upon Vesting of some or all of the Base Number of Shares, a number of Additional Shares calculated in accordance with the following formula:

			X = D / P , rounded down to the nearest whole number, where

			X is the number of Additional Shares

			D is the aggregate cash amount of all Dividends which would have been paid to the relevant Participant in respect of the Base Number of Shares subject to the Award that have Vested, if that number of Shares had been registered in the name of the relevant Participant on the date of grant of the Award, excluding any imputed or associated tax credits or rebates, such as any Australian franking credits.

			P is the average of the closing price of Shares on the financial market operated by ASX Limited over the five Business Days ending on the date of the Vesting of the Award.

1.7		Award certificates

		Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award is made. The certificate may be the notice referred to in 2.1 (Terms of Awards) or any other document. If any such certificate is lost or damaged the Company may replace it on such terms as it decides.

1.8		No payment

		A Participant is not required to pay for the grant of any Award.

1.9		Disclaimer of Award

		Any Participant may disclaim all or part of his Award within 30 days after the Award is notified to him, by giving written notice to any person nominated by the Company. If this happens, the Award will be deemed never to have been granted. A Participant is not required to pay for the disclaimer.

Awards

2.1		Terms of Awards

		Awards are subject to the rules of the Plan and any terms and conditions specified at the time of grant and must be granted by notice. The terms of the Award, as determined by the Directors, must be specified in the notice and must include:

2.1.1

whether the Award is:

	(i)		a Conditional Award; and/or

	(ii)		a Matching Award linked to a Conditional Award.

	2.1.2		the Base Number of Shares subject to the Award;

	2.1.3		whether the Award includes a right to receive any Additional Shares;

	2.1.4		any Vesting Condition;

2.1.5

the terms of a Matching Award, if granted at the same time as the grant of the Conditional Award, including the Retention Period and the number of Shares which must be retained. Any Matching Award granted subsequent to the time of the grant of the Conditional Award will be specified separately;

2.1.6

the date of Vesting, unless specified in a Vesting Condition.

3		Conditional Awards and Matching Awards

3.1		Rights

		A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to a Conditional Award or a Matching Award until the Shares are transferred to the Participant.

3.2		Transfer

		A Participant may not transfer, assign or otherwise dispose of a Conditional Award or a Matching Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 3.2 does not apply to the transmission of a Conditional Award or Matching Award on the death of a Participant to his personal representatives.

4		Vesting of Awards

4.1		Timing of Vesting — Award subject to a time-based Vesting Condition

		Where an Award is subject to a Vesting Condition, which is not dependent on performance but only on the passing of a period of time, the Award Vests subject to rules 6 (Leaving the Group before Vesting) and 8 (Takeovers and restructurings), on the date of Vesting set by the Directors on the grant of the Award or, if on that date a Dealing Restriction applies to a Participant, the first date on which it ceases to apply to him.

4.2		Timing of Vesting — Award subject to a performance-based Vesting Condition

		Where an Award is subject to a Vesting Condition which is based on performance, as soon as reasonably practicable after the end of the Vesting Period, the Directors will determine whether and to what extent the Vesting Condition has been satisfied and how many Shares Vest for each Award. The Award Vests, to the extent determined, subject to rules 6 (Leaving the Group before Vesting) and 8 (Takeovers and restructurings), on the date on which the Directors make their determination or, if on that date a Dealing Restriction applies to a Participant, the first date on which it ceases to apply to him. .

4.3		Time of Vesting — Matching Award

		Where an Award Vests under rule 4.1 or 4.2 and is linked to a Matching Award, the Base Number of Shares in respect of the Matching Award capable of Vesting is determined at the same time. Those Shares Vest at the end of the Retention Period, subject to any Vesting Condition and to rules 6 (Leaving the Group before Vesting) and 8 (Takeovers and restructurings), or, if on that date a Dealing Restriction applies to a Participant, the first date on which it ceases to apply to him. The Matching Award lapses if the Participant disposes of the Vested Shares before the end of the Retention Period (other than for the

		purposes of discharging a liability to tax in respect of the Vested Shares) unless the Directors determine otherwise.

4.4		Lapse

		To the extent any Vesting Condition is not satisfied the Award lapses, unless otherwise specified in the Vesting Condition. If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.

5		Consequences of Vesting

5.1		Conditional Award

		Within 30 days of Vesting of a Conditional Award or a Matching Award, the Company will arrange (subject to rule 5.2 (Withholding)) for the transfer to or to the order of the Participant of the number of Shares in respect of which the Award has Vested.

5.2		Withholding

		The Company or any employing company may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards. These arrangements may include the sale or reduction in number of any Shares unless the Participant discharges the liability himself.

6		Leaving the Group before Vesting

6.1		General rule on leaving employment

		Unless rule 6.2 applies, an Award which has not Vested will lapse on the date the Participant ceases to be an employee of a Member of the Group.

6.2		Leaving in exceptional circumstances

6.2.1

	(i)		ill-health, injury or disability, as established to the satisfaction of the Company;

	(ii)		retirement with the agreement of the Participant’s employer;

	(iii)		the Participant’s employing company ceasing to be under the Control of the Company;

	(iv)		a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group;

	(v)		redundancy;

	(vi)		transfer of employment to Rio Tinto plc or any subsidiary of it; or

	(vii)		any other reason, except dismissal for misconduct, if there are exceptional circumstances and the Directors so decide.

6.2.2

6.3		Vesting — Award subject to a time-based Vesting Condition

		Where rule 6.2 applies to an Award which is not dependent on performance but only on the passing of a period of time, the Award does not lapse, but will Vest as soon as practicable after the termination, The Award must be reduced pro rata to reflect the proportion of the Vesting Period which has not elapsed.

6.4		Vesting — Award subject to a performance-based Vesting Condition

		Where rule 6.2 applies to an Award which is subject to a performance-based Vesting Condition, the Award does not lapse, and the extent to which it will Vest is measured in accordance with rule 4.2 at the end of the Vesting Period. However, the Directors may decide in their discretion that the Vesting Period in respect of an Award should be treated as ending on the date of the termination of employment, and that the Award should Vest immediately, to the extent that the Vesting Condition has been satisfied (as determined by the Directors in the manner specified in the Vesting Condition or in such manner as they consider reasonable). The Award must be reduced pro rata to reflect the proportion of the Vesting Period which has not elapsed.

6.5		Vesting — Matching Award

		If a Conditional Award Vests under rule 6.3 or 6.4, any linked Matching Award Vests at the same time, irrespective of any Retention Period. If a Participant’s employment terminates after the Vesting of the Award to which a Matching Award is linked, in circumstances where rule 6.2 applies, the Matching Award does not lapse, but Vests on the date of termination, or if later, on the date on which the Directors decide that Rule 6.2 applies. In both cases, the Matching Award is reduced pro rata to reflect the proportion of the Vesting Period and/or Retention Period which has not elapsed on the date of termination.

6.6		Death

		If a Participant dies, his Awards Vest on the date of death, subject to pro rata reduction to reflect the proportion of the Vesting Period and/or Retention Period which has not elapsed on the date of death. However, an Award which is subject to a performance-based Vesting Condition only Vests to the extent that it has been satisfied as at the date of death. It lapses as to the balance. The Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion as to which it will Vest in the manner specified in the Vesting Condition or, if this is not specified in the Vesting Condition, in such manner as they consider reasonable.

6.7		Meaning of “ceasing to be an employee”

		For the purposes of this rule 6, a Participant is not treated as ceasing to be an employee of any Member of the Group until he ceases to be an employee of all Members of the Group.

7		Variations in share capital, demergers and special distributions

7.1		Adjustment of Awards

		If there is:

	7.1.1		a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or

	7.1.2		a demerger (in whatever form); or

	7.1.3		a special dividend or distribution,

		the Directors may adjust the number or class of Shares or securities comprised in a Conditional Award and a Matching Award.

7.2		Notice

		The Company may notify Participants of any adjustment made under this rule 7.

8		Takeovers and restructurings

8.1		Takeovers

	8.1.1		Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award Vests, subject to rule 8.1.3, on the date the person obtains Control but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.1.2, and in the case of all Awards the Directors may decide that the Award is reduced pro rata to reflect the acceleration of Vesting. The Award lapses as to the balance unless exchanged under rule 8.1.3. .

	8.1.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.1.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest.

	8.1.3		An Award will not Vest under rule 8.1.1 but will be exchanged under rule 9 (Exchange of Awards) to the extent that:

	(i)		an offer to exchange the Award is made to and accepted by a Participant; or

	(ii)		the Directors, with the consent of the Acquiring Company, decide before the person obtains Control that the Award will be automatically exchanged.

8.2

Schemes of arrangement

8.2.1

When a court sanctions a compromise or arrangement in connection with the acquisition of Shares, an Award Vests, subject to rule 8.2.3, but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.2.2, and in the case of all Awards the Directors may decide that the Award is reduced pro rata to reflect the acceleration of Vesting. The Award lapses as to the balance unless exchanged under rule 8.2.3. This rule applies to a court

			sanction under Section 411 of the Corporations Act 2001 or equivalent procedure under local legislation.

	8.2.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.2.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest.

	8.2.3		An Award will not Vest under rule 8.2.1 but will be exchanged under rule 9 (Exchange of Awards) to the extent that:

	(i)		an offer to exchange the Award is made to and accepted by a Participant; or

	(ii)		the Directors, with the consent of the Acquiring Company, decide before court sanction that the Award will be automatically exchanged.

8.3

Demergers or other corporate events

	8.3.1		If the Directors become aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rules 8.1 (Takeovers), or 8.2 (Schemes of arrangement) which, in the opinion of the Directors would affect the current or future value of any Award, the Directors may allow an Award to Vest but, in the case of an Award which is subject to a performance-based Vesting Condition, only to the extent that the Vesting Condition has been satisfied as determined by the Directors under rule 8.3.2 and in the case of all Awards the Directors may decide that the Award is reduced pro rata to reflect the acceleration of Vesting and is subject to any other conditions the Directors may decide to impose. Where the Directors allow part of an Award to Vest, the Award lapses as to the balance.

	8.3.2		Where an Award which is subject to a performance-based Vesting Condition Vests under rule 8.3.1, the Directors will determine the extent to which the Vesting Condition has been satisfied and the proportion of the Award which will Vest.

	8.3.3		The Company will notify any Participant who is affected by the Directors exercising their discretion under this rule.

8.4		Directors

		In this rule 8, “Directors” means those people who were members of the remuneration committee of the Company immediately before the change of Control.

8.5		Overseas transfer

		If a Participant is transferred to work in another country and, as a result of that transfer he would:

	8.5.1		suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the Directors); or

	8.5.2		become subject to restrictions on his ability to exercise his Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the security laws or exchange control laws of the country to which he is transferred,

then if the Participant continues to hold an office or employment with a Member of the Group, the Directors may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will lapse as to the balance.

9		Exchange of Awards

9.1		Timing of exchange

		Where an Award is to be exchanged under rule 8 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event.

9.2		Exchange terms

		Where a Participant is granted a new award in exchange for an existing Award, the new Award:

	9.2.1		must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

	9.2.2		must be equivalent to the existing Award, subject to rule 9.2.4;

	9.2.3		is treated as having been acquired at the same time as the existing Award and, subject to rule 9.2.4, Vests in the same manner and at the same time;

	9.2.4		must either:

	(i)		be subject to a Vesting Condition which is, so far as possible, equivalent to any Vesting Condition applying to the existing Award; or

	(ii)		not be subject to any Vesting Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 8.1 or 8.2, and Vest at the end of the Vesting Period;

9.2.5

10		General

10.1		Terms of employment

	10.1.1		For the purposes of this rule, “Employee” means any employee of a Member of the Group.

	10.1.2		This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

	10.1.3		Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

	10.1.4		No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

	10.1.5		The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

	10.1.6		The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.

	10.1.7		No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

	(i)		any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

	(ii)		any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;

	(iii)		the operation, suspension, termination or amendment of the Plan.

	10.1.8		Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan and the Vesting Condition, in consideration for, and as a condition of, the grant of an Award under the Plan.

	10.1.9		Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee.

10.2		Directors’ decisions final and binding

		The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

10.3		Documents sent to shareholders

		The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares or may direct participants to a relevant website.

10.4		Costs

		The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

10.5		Regulations

		The Directors have the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

10.6		Data protection

		By participating in the Plan the Participant consents to the holding, processing, use and disclosure of personal information relating to the Participant by any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

	10.6.1		administering and maintaining Participant records;

	10.6.2		providing personal information to Members of the Group (and to Rio Tinto plc and its subsidiaries), registrars, brokers or third party administrators of the Plan; and

	10.6.3		providing personal information to future purchasers of the Company or the business in which the Participant works,

			in each case whether or not the personal information is transferred from one country to another country (including if the information about the Participant is transferred to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country).

10.7		Consents

		All transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in Australia or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

10.8		Constitution

		Any Shares acquired under the Plan are subject to the constitution of the Company from time to time in force.

10.9		Notices

10.9.1

Any notice or other document which has to be given to a person who is or will be eligible to be a Participant under or in connection with the Plan may be:

	(i)		delivered or sent by post to him at his home address according to the records of his employing company; or

	(ii)		sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him;

or in either case such other address which the Company considers appropriate.

	10.9.2		Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Directors or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant.

			Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

11		Changing the Plan and termination

11.1		Directors’ powers

		The Directors may at any time change the Plan in any way, including the addition of special provisions (which may be contained in an appendix) governing Awards to employees in specified countries. However Rule 1.1 (no issue of new Shares) may not be changed to include the issue of new Shares or treasury shares and Rule 1.2 (Eligibility) may not be changed to permit the grant of Awards to an executive director of the Company without the prior approval of the Company in general meeting.

11.2		Notice

		The Directors may give written notice of any changes made to any Participant affected.

12		Overriding restrictions on transfer of Shares

		Notwithstanding any term or condition of this Plan, Shares may not be assigned, acquired or dealt with under this Plan if to do so would contravene the Corporations Act 2001, the ASX Listing Rules or any other applicable laws, regulations or listing rules or where the compliance with any applicable law, regulation or listing rule would in the opinion of the Directors be unduly onerous or impractical.

		In addition, these rules (including the exercise of any discretions) are subject to all applicable laws, regulations and listing rules.

13		Governing law and jurisdiction

		The Plan, all Awards and their construction are governed by the law of Victoria, Australia. Victorian Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

14		Definitions

		In these rules:

		“ Acquiring Company ” means a person who obtains Control of the Company;

		“ Additional Shares ” means the number of Shares included in an Award as determined under Rule 1.6.2;

		“ associated body corporate ” of the Company means:

	(a)		a body corporate that is a related body corporate of the Company;

	(b)		a body corporate that has voting power in the Company of not less than 20%; or

	(c)		a body corporate in which the Company has voting power of not less than 20%;

		“ ASX Listing Rules ” means the Listing Rules of ASX Limited ACN 008 624 691;

		“ Award ” means a Conditional Award and/or a Matching Award as appropriate;

		“ Base Number of Shares ” has the meaning given in Rule 1.6;

		“ Company ” means Rio Tinto Limited;

		“ Conditional Award ” means a conditional right to acquire Shares granted under the Plan;

		“ Control ” has the meaning given to it by Section 50AA of the Corporations Act 2001;

		“Dealing Restrictions” means restrictions on the grant of an Award or the Vesting of Shares imposed by any applicable law, regulation or listing rule;

		“ Directors ” means, subject to rule 8.4 (Directors), the board of directors of the Company or a duly authorised committee. The Directors may delegate authority to carry out specific tasks under these Rules to any one director, the secretary or any other person;

		“ Dividends ”, in relation to a particular Award, means dividends on Shares (excluding any non-ordinary dividend which the Directors determine should be excluded) the record date for which was within the period between the grant of the Award and the day before the date on which those Shares are registered in the name of the relevant Participant (both inclusive);

		“Expiry Date” means the tenth anniversary of the approval of the Plan by the Directors;

		“ Group ” means:

	(i)		the Company; and

	(ii)		its Subsidiaries from time to time; and

	(iii)		any other associated body corporate of the Company;

		and “ Member of the Group ” shall be construed accordingly;

		“ Matching Award ” means a right to acquire Shares granted under the Plan and linked to a Conditional Award;

		“ Participant ” means a person holding an Award or his personal representatives;

		“ Plan ” means these rules known as “The Rio Tinto Management Share Plan 2007” as changed from time to time;

		“ Retention Period ” means the period of time during which Vested Shares are to be held for the purposes of a Matching Award;

		“ Shares ” means fully paid ordinary shares in the capital of the Company;

		“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 46 of the Corporations Act 2001 (Cth);

		“ Vesting ” in relation to a Conditional Award or a Matching Award, means a Participant becoming entitled to have the Shares transferred to him subject to these rules and “ Vested Shares ” shall be construed accordingly;

		“ Vesting Condition ” means any vesting condition imposed under rule 1.4 (Vesting Conditions);

		“ Vesting Period ” means the period in respect of which a Vesting Condition is to be satisfied.

Exhibit 5.1

7 December 2007

The Directors
Rio Tinto plc
6 St James’s Square
London
SW1Y 4PD
United Kingdom

Dear Sirs

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 2,064,000 Ordinary Shares of 10p each of Rio Tinto plc, a company registered in England and Wales to be issued in connection with the following employee share plans:

- Share Option Plan 2004
- Mining Companies Comparative Plan 2004
- Management Share Plan 2007

This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and be construed in accordance with English law.

I have examined and relied on copies of such corporate records and other documents, including the Registration Statement, and reviewed such matters of law as I have deemed necessary or appropriate for the purpose of this opinion.

On the basis of, and subject to, the foregoing and having regard to such consideration of English law in force at the date of this letter as I consider relevant, I am of the opinion that:

(i)		the Company has been duly organized and is an existing corporation in good standing under the laws of England and Wales; and

(ii)		any Ordinary shares of 10 each to be issued by Rio Tinto plc pursuant to and in accordance with the share plans are legally and validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

I consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to such Ordinary shares. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

This opinion is rendered as of the date above and I disclaim any obligation to advise you of facts, circumstances, events or developments which may alter, affect or modify the opinion expressed herein.

Yours faithfully


/s/ Charles H H Lawton
Charles H H Lawton
The Legal Adviser

Exhibit 5.2

7 December 2007

The Directors
Rio Tinto Limited
Level 33
120 Collins Street
Melbourne
Victoria 3000
Australia

Dear Sirs

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 309,000 ordinary shares (the “Shares”) of Rio Tinto Limited (the “Company”), a company registered in Australia to be issued in connection with the following employee share plans:

- Share Option Plan 2004
- Mining Companies Comparative Plan 2004
- Management Share Plan 2007

This opinion is limited to the laws of Australia and its States and Territories, as applied by the Australian courts and is given on the basis that it will be governed by and be construed in accordance with those laws.

On the basis of, and subject to, the foregoing and having regard to such consideration of Australian law in force at the date of this letter as I consider relevant, I am of the opinion that:

(i)		the Company has been duly incorporated as a company limited by shares and is validly existing under the laws of the Commonwealth of Australia; and

(ii)		any Shares to be issued by the Company pursuant to and in accordance with the share plans and appropriate board resolutions will be legally and validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

Yours faithfully


/s/ Stephen Creese
Stephen Creese
General Counsel
Rio Tinto Limited

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 27 June 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Rio Tinto Group’s Annual Report on Form 20-F for the year ended 31 December 2006.


PricewaterhouseCoopers LLP		PricewaterhouseCoopers
Chartered Accountants		Chartered Accountants
London, United Kingdom		Perth, Australia
7 December 2007		7 December 2007

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors

Minera Escondida Limitada:

We consent to the incorporation by reference in the registration statement on Form S-8 of Rio Tinto plc and Rio Tinto Limited of our report dated October 15, 2006, with respect to the balance sheets of Minera Escondida Limitada as of June 30, 2006 and 2005 and the related statements of income, equity and cash flows for the years then ended, which report appears in the December 31, 2006, annual report on Form 20-F of Rio Tinto plc and Rio Tinto Limited.



/s/ KPMG Auditores Consultores Ltda.

Santiago, Chile
December 7, 2007