Exhibit 4.07

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|THIS AGREEMENT is
    made on 25 October 2007 BETWEEN
|-----------------------------------------------------
|                                                     
|(1)                                                  
|                                                     
|(2)                                                  
|                                                     
|WHEREBY IT IS AGREED as
    follows:-                
|                                                     
|INTERPRETATION                                       
|                                                     

|1. | In this Agreement (including the Schedule attached):-
|-- | -----------------------------------------------------
|   |                                                      
|   | (A)                                                  
|  
|   | (B)                                                  
|  

| |  | Associated company       |  | is defined as any company in which Rio Tinto
    has a shareholding interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | -------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | "Boards of Directors"      |  | means the Boards of Directors of Rio Tinto plc
    and Rio Tinto Limited as the same may be
    constituted from time to time or such other
    person or persons as such Boards of
    Directors may nominate as its representative
    for the purpose of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | Confidential Information |  | means any manufacturing process, formula,
    design, programme, calculation, method,
    specification or any other trade secret of Rio
    Tinto or any associated company either during
    or at any time after the Employment; and any
    other confidential information not comprising a
    trade secret but relating to the business of Rio
    Tinto or any associated company including
    but not limited to their plans, procedures,
    products, equipment, sales, prices,
    contractual terms, trade connections,
    transactions, accounts, finances, reports,
    papers, data and other information prepared
    for Rio Tinto or acquired by Rio Tinto, and
    affairs of Rio Tinto (except where necessary
    for carrying out his duties as a Director) either
    during or at any time after the Employment;
| |  |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | "Employment"               |  | means the employment established by this
    Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |  | "Group"           |  | means Rio Tinto and all their subsidiaries
    from time to time, together with all other
    companies in which from time to time Rio
    Tinto owns directly or indirectly at least 20%
    of the equity share capital;
| |  | ----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                   |  |                                                                                                                                                                                                                           
| |  | Group Company   |  | means a member of the Group                                                                                                                                                                                               
| |  |                   |  |                                                                                                                                                                                                                           
| |  | "Holding company" |  | has the meaning given in Section 1159 of the
    Companies Act 2006;                                                                                                                                                      
| |  |                   |  |                                                                                                                                                                                                                           
| |  | "Rio Tinto"       |  | means Rio Tinto plc and Rio Tinto Limited or
    either of them as the context permits;                                                                                                                                   
| |  |                   |  |                                                                                                                                                                                                                           
| |  | Rio Tinto Ltd   |  | means the company whose registered office
    is at 120 Collins Street, Melbourne, Victoria
    3000, Australia; and                                                                                                      
| |  |                   |  |                                                                                                                                                                                                                           
| |  | "Subsidiary"      |  | has the meaning given in Section 1159 of the
    Companies Act 2006;                                                                                                                                                      

| |     |                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| | (C) | reference to an Act of Parliament shall be deemed to include any statutory
    modification or re-enactment whenever made; and    
| |     |                                                                                                                                   
| | (D) | where the context so admits the masculine shall include the feminine and
    the singular shall include the plural and vice versa.
|

|THE EMPLOYMENT
|--------------
|              
|2.            
|              

|DURATION OF EMPLOYMENT
|----------------------
|                      
|3.                    

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| | (B) | The Company may at its sole discretion terminate this Agreement and the Employment
    by paying salary at the rate set out in Clause 6A (or such other rate as
    has been agreed between the parties) in lieu of any required period of notice
    or if after 31 December 2008 any lesser remaining part of the term under
    clause 3(A) above (less any deductions the Company is required by law to
    make).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|DUTIES
      OF THE DIRECTOR
|----------------------------
|                            
|4.                          
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| | (B) | The Director shall disclose promptly in writing to the Boards of Directors
    all his interests in any business other than that of any other member of
    the Group. The Director shall not during the continuance of the Employment
    (except as a representative of Rio Tinto or with the consent in writing of
    the Boards of Directors) be directly or indirectly engaged or concerned in
    the conduct of any business, trade, profession or other occupation (whether
    as an employee, consultant, agent, director or otherwise) nor shall the Director
    be directly or indirectly financially interested in any such business save
    through his holding or being interested in investments not representing more
    than five per cent of the issued investments of any class of any one company
    which are listed on any recognised Stock
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |     | Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (C) | The Director shall be required
	    to work at the principal office of Rio Tinto Alcan in Montreal, Canada or,
	    subject to consultation with the Director, at such other location in Canada
	    or elsewhere as the Boards of Directors shall from time to time direct and
	    he shall be required to travel outside Canada as directed by the Boards
    of Directors from time to time.                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (D) | The Director shall (and shall
	    procure that his wife and dependent children) comply with Part V of the
	    Criminal Justice Act 1993, and any comparable Canadian Criminal Code provisions,
	    and he shall not (and shall procure that his spouse and dependent children
	    do not) deal or become or cease to be interested (within the meaning of
	    Section 820 of the Companies Act 2006) in any shares or debentures of Rio
	    Tinto or any other member of the Group except in accordance with and rules
	    or policies issued by any Group Company from time to time in relation to
    the holding or trading of securities.

CONFIDENTIALITY

|5. | (A) | Without prejudice to any other duty owed
	    to the Company or any other member of the Group under which the Director
	    has to keep secret information received or obtained by him in confidence,
	    the Director agrees that he shall not use, divulge or communicate to any
	    person, firm or organisation (other than in the course of properly performing
	    his duties or with the consent of the Board of Directors or as required
	    by law) any Confidential Information which he may have received or obtained
	    while in the services of the Company. This restriction will continue to
	    apply after the termination of the Employment without limit in time but
	    will not apply to confidential information which becomes public other than
	    through unauthorised disclosure by the Director. The Director shall also
	    use his best endeavours to prevent the unauthorised use, publication or
    disclosure of any such Confidential Information.
|-- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (B) | Since the Director is likely
    to obtain in the course of the Employment information disclosed in confidence
    from other members of the Group and other persons, firms or organisations,
    the provisions of sub-Clause (A) of this Clause shall apply mutatis mutandis
    to such information. The Director shall, at the request of the Company, enter
    into an agreement or undertaking with other members of the Group and such
    other persons, firms or organisations in the same terms mutatis mutandis
    as sub-Clause (A).                                                                                                                                                                                                                                                                                                                                                                                                                                            

REMUNERATION OF THE DIRECTOR, BENEFITS, HOLIDAYS AND EXPENSES

|6. | (A) | The Company shall pay to the Director during
	    the continuance of the Employment a salary at the rate of US$1,500,000
	    per annum. The salary less deductions shall be payable in accordance
	    with normal payroll
dates
|-- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |     | applicable to senior executives in Canada. Salary
    shall be reviewed from time to time at the discretion of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (B) | To the extent that the Director is entitled
	    to receive any Director's fees or other remuneration in respect of services
	    performed for other companies in the Group he shall account for the same
	    to the Company. However, the Director may, at his request, be permitted
	    by the Company to receive and retain such fees or other remuneration,
	    in which event his basic remuneration from the Company shall be reduced
	    pro
	    tanto. For such purpose, sums paid in a foreign currency
shall be converted into US$ at the rate prevailing on the first day of the
month in which the fees or other remuneration were paid to the Director unless
otherwise agreed between the Company and the Director.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Except to the extent agreed by the Remuneration Committee of the Directors of Rio Tinto, the Director shall make over to the Company any fees, salary or emoluments paid to him for performing services other than to the Company
or other members of the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (C) | The Director shall be entitled to receive
	    payment of a flexperk allowance of US$37,000 less lawful deductions per annum which may, at the Directors
	    discretion, be allocated to acquire use of an automobile, financial planning
	    services and / or club membership. Any unused portion of this allowance
	    will be paid in cash to the Director by Rio Tinto and any overused portion
    is to be reimbursed to Rio Tinto.                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (D) | The Director shall be entitled to participate in such relevant Long Term Incentive Plans and Short Term Incentive Plans as Rio Tinto may from time to time have in place, subject to approval by the Remuneration Committee of
any awards and grants made under any of these Plans. The Director shall also be eligible to participate in a special bonus plan under which cash payments will be made subject to achievement of specific targets and measures as separately
documented.                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (E) | The Director shall be entitled to participate in the Rio Tinto Share Savings Plan in accordance with the rules of that Plan and applicable laws and subject to the Company obtaining any required regulatory
approvals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (F) | The Director shall be eligible to be covered by the Alcan Inc. Quebec medical program and the Alcan Inc. medical plan for expatriate employees, or an equivalent plan(s) in substitution for these. The Director shall also be
eligible to an annual physical examination at the cost of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (G) | There shall be refunded to the Director all reasonable out-of-pocket expenses properly incurred and defrayed by him in the performance of his duties in the course of his Employment including expenses of entertainment,
subsistence and travelling. The Director shall produce to the Company at its request all supporting vouchers and documents in respect of such expenses.                                                                                                                                                                                                                                                                                                                                                      

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| | (H) | The Director shall
	    be entitled without loss of remuneration to 30 work days holiday in each
	    year (in addition to Quebec public holidays) to be taken at such time
	    or times as are convenient to the Company. Annual holiday must be taken
	    by
	    30 April of the following year or is forfeited. For part years the Directors
	    holiday entitlement for the year will be pro rated to the length of his
	    service in that year. No entitlement to holiday pay in lieu will arise
	    in any
circumstances other than pro-rata payment of untaken leave on termination.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (I) | Subject to the terms of Clause 8(A) below, during any period of absence from work due to sickness or injury salary payable to the Director under the terms of this Agreement will continue to be payable for a period of up to
six months and thereafter at the discretion of the Boards of Directors.                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (J) | Without prejudice
	    to the Companys right to terminate the Employment at any time in accordance
    with Clause 3 or Clause 8                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | If
    the Director is absent from work due to sickness or injury which is caused
    by the fault of another person, and as a consequence recovers from that person
    or another person any sum representing compensation for loss of salary under
    this agreement, the Director will repay to the Company any money it has paid
    to him as salary in respect of the same period of absence.                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (K) | The Director is entitled to membership of the Defined Contribution category of the Rio Tinto International Pension Fund subject to and in accordance with the rules of the Fund as amended from time to time. Company
contributions to the Fund will total 20 per cent of salary. Short and Long Term Incentive awards are not pensionable.                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (L) | While resident in Canada at the direction of Rio Tinto the Director will be provided with tax equalization payments to compensate for the tax differential on base salary, Short Term Incentive Plan, Special Integration Bonus
and Long Term Incentive between the taxes the Director is required to pay in Canada and the hypothetical federal and State taxes payable in the USA. Hypothetical State taxes will be calculated on the basis of US- wide State coverage.                                                                                                                          

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| |     | The Director will be entitled to receive
      an annual fixed net payment (grossed up for taxes) of US$25,000 as
    contribution to any and all other adverse tax impacts.                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                  
| |     | Should the Director recover, as a result
      of employment income received during previous employment with Alcan Inc,
      taxes previously reimbursed under the Alcan Inc. equalisation policy, the
      Director agrees to reimburse to Rio
Tinto the amounts so recovered.
| |     |                                                                                                                                                                                                                                                                                  
| | (M) | Rio Tinto will repatriate the Director and the Directors spouse and
    a reasonable volume of personal effects (in accordance with the Rio Tinto
    expatriate policy) from Montreal to California on the termination of this
    contract for any reason other than for cause

|                      
|----------------------
|PATENTS AND INVENTIONS
|                      
|7.                    
|                      
|                      
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| |     | execute and do all instruments
        and things necessary to vest all right, title and interest in and to
        any such Works in the Company or its nominee absolutely as legal and
      beneficial owner.                                                                                                                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (E) | In consideration of the Company
	    entering into this Agreement the Director hereby assigns to the Company
	    by way of assignment of future copyright the copyright, design and other
	    proprietary rights if any for the full term thereof throughout the world
	    in respect of all copyright works created or made by the Director during
	    the period of the Employment (except only those copyright works created
	    or made by the Director and wholly unconnected with the Employment).
|
| | (F) | The copyright in all articles,
	    designs, drawings, programs, calculations, specifications, photographs and
	    other similar documents and written material produced by the Director in
	    the course of his duties with the Company shall belong to the Company and
	    all such matters (including but not limited to customer lists, correspondence
	    and any other records) and copies thereof in his possession shall be returned
    to the Company on termination of employment.           
|
| | (G) | If the Director generates
	    any Information or is involved in generating any Information during the
	    Employment he will promptly give to the Company full details of it and he
    acknowledges that such Information belongs to the Company.                                                                                                                                                                                                                                                         
|
| |     | Information means
        any idea, method or information, which is not an Invention or Work, generated
      by the Director either:                                                                                                                                                                                                                                                                                                                                                                      
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (H) | If the Director becomes aware
	    of any infringement or suspected infringement of any intellectual property
	    right in any Invention, Work or Information he will promptly notify the
    Company in writing.                                                                                                                                                                                                                                                                                           
|
| | (I) | The Director will not disclose
	    or make use of any Invention, Work or Information without the Companys
	    prior written consent unless the disclosure is necessary for the proper
    performance of his duties.                                                                                                                                                                                                                                                                                      
|
| | (J) | So far as permitted by law
	    the Director irrevocably waives any rights he may have under Chapter IV
	    (moral rights) of Part 1 of the Copyright, Designs and Patents Act 1988
    and any foreign corresponding rights in respect of all Works.                                                                                                                                                                                                                                                       
|
| | (K) | The Director agrees that he
	    will not by his acts or omissions do anything which would or might prejudice
    the rights of the Company under clause 7.                                                                                                                                                                                                                                                                                                                                                  
|
| | (L) | The Director will not make
	    copies of any computer files belonging to any Group Company or their service
    providers and will not introduce any of his                                                                                                                                                                                                                                                                                                                                                 

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| |     | own computer files into any computer
      used by any Group Company in breach of any Group Company policy, unless
    he has obtained the consent of the Boards of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (M) | By entering into this Agreement the Director irrevocably appoints the Company
    to act on his behalf to execute any document and do anything in his name
    for the purpose of giving the Company (or its nominee) the full benefit of
    the provision of this Clause 7 or the Companys entitlement under statute.
    If there is any doubt as to whether such a document (or other thing) has
    been carried out within the authority conferred by this Clause 7, a certificate
    in writing (signed by any director or the secretary of the Company) will
    be sufficient
to prove that the act or thing falls within that authority.
|
| | (N) | Rights and obligations under this Clause 7 shall continue in force after
    the termination of this Agreement in respect of each Invention and Works
    and shall be binding upon the representatives of the Director.                                                                                                                                                                                                                                                                                                                                                                                                                            

|           
|-----------
|TERMINATION
|           
|8.         
|           
|           
|           
|           
|           
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|           

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| |  |                                                                                                                                      | which may affect or relate to the business
      of the Company; or                                                                                                                                                                                                
| |  | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                      |                                                                                                                                                                                                                                                                    
| |  | (iv)                                                                                                                                 | becomes of unsound mind, is bankrupted
        or has a receiving order made against him or makes any general composition
        with his creditors or takes advantage of any statute for the time being
      in force affording relief for insolvent debtors; or
|
| |  | (v)                                                                                                                                  | becomes prohibited by law from being
      a director of a company.                                                                                                                                                                                                
| |  |                                                                                                                                      |                                                                                                                                                                                                                                                                    
| |  | whereupon the Director
        shall have no claim against the Company for damages or otherwise by reason
      of such termination.

NOTICE PERIOD

|9. | (A) | At any time after notice
        to terminate the Employment is given by either party under Clause 3 above,
        or if the Director resigns without giving due notice and the Company
        does not accept his resignation, the Company may require the Director
        to comply with any and all of the provisions in Clause 9(B) and 9(C)
      for a maximum period of 12 months (the Notice Period).
|-- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (B) | The Company may require that
      the Director does not:                                                                                                                                                                                                                                                                                                                                                         
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (C) | The Company may require the
      Director:                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                              

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            | irrevocably appoints the Company to
      be his attorney to execute any instrument and do anything in his name and
      on his behalf to effect his resignation if he fails to do so in accordance
      with this Clause 9C.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                
| | (D) | During the Notice
      Period, the Director will be entitled to receive his salary and all contractual
      benefits in accordance with the terms of this Agreement.                                                                                                                                                                                                                                                                                    
|
| | (E) | At the end of
      the Notice Period, the Company retains the right to pay the Director salary
      in lieu of the balance of any notice period as set out in Clause 3(B) above
      (less any deductions the Company is required by law to make). If the Notice
      Period lasts less than the full 12 months notice period, the Company shall
      not request that the Director return to the Company for the balance of the
      notice period.

RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

|10. | (A) In this clause: |                                                                                                                                                                  
|--- | ------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                     |                                                                                                                                                                  
|    | Relevant Date     | means the date of termination of employment
        (the Termination Date) or, the date on which the Director
      commences any Notice Period if earlier, and
|   
|    | Restricted Period | means the period of 12 months less any
      Notice Period commencing on the Termination Date.                                                                   
|   

| | (B) | The Director is likely to
      obtain product process knowledge, trade secrets and confidential information
      and personal knowledge of and influence over clients, suppliers and employees
      of the Group during the course of the Employment. To protect these interests
      the Director agrees with the Company that he will be bound by the following
      covenants:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                  

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| |  |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | during the Restricted Period he will
      not (either on his own behalf or for or with any other person, whether directly
      or indirectly,) deal with or otherwise accept in competition with the Company
      or any Group Company the custom of any person who was at any time during
      the 12 months prior to the Relevant Date a client of, or in the habit of
      dealing with, the Company or (as the case may be) any Group Company and
      in respect of whom the Director had access to confidential information or
      with whose custom or business the Director was personally concerned;                                                                                                                                                                          
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | during the Restricted Period he will
      not (either on his own behalf or for or with any other person, whether directly
      or indirectly) canvass or solicit in competition with the Company or any
      other Group Company the custom of any person who was negotiating with the
      Company or any other Group Company for the supply of goods or services (whether
      as customer, client, supplier, agent or distributor of the Company or any
      Group Company during the six months prior to the Relevant Date or who was
      a potential client to whom the Director had made a presentation or a pitch
      and in respect of whom the Director had access to confidential information
      or with whose custom or business the Director was personally concerned;
|
| |  |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | during the Restricted Period he will
      not (either on his own behalf or for or with any other person, whether directly
      or indirectly) deal with or otherwise accept in competition with the Company
      or any other Group Company the custom of any person who was negotiating
      with the Company or any other Group Company for the supply of goods or services
      (whether as customer, client, supplier, agent or distributor of the Company)
      during the six months prior to the Relevant Date or who was a potential
      customer to whom the Director had made a presentation or a pitch and in
      respect of whom the Director had access to confidential information or with
      whose custom or business the Director was personally concerned; and   
|
| |  |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | during the Restricted Period he will
      not (either on his own behalf or for or with any other person, whether directly
      or indirectly,) entice or try to entice away from the Company or any other
      Group Company any person who was a senior employee, director, or officer
      of such a company at the Termination Date and who had been a senior employee
      or director at any time during the six months prior to the Relevant Date
      and with whom he had worked closely at any time during that period.                                                                                                                                                                                                                                                         
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (C) | Each of the paragraphs
      contained in clause 10(B) constitutes an entirely separate and independent
      covenant. If any covenant is found to be invalid this will not affect the
      validity or enforceability of any of the other covenants. If any of the
      restrictions shall be held to be void but would be valid if part of their
      wording were deleted, such restriction shall apply with such deletions as
      may be necessary to make it valid or effective.

12

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| | (D) | Following the Termination
      Date, the Director will not represent himself as being in any way connected
      with the businesses of the Company [or of any other Group Company (except
      to the extent agreed by such a company)].                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (E) | Any benefit of any covenant
      given or deemed to be given by the Director to any Group Company under the
      terms of clause 10 is received and held on trust by the Company for the
      relevant Group Company. The Director will enter into appropriate restrictive
      covenants directly with other Group Companies if asked to do so by the Company.

PROVISIONS UPON TERMINATION

|11. | Upon the termination of this
      Agreement or the Employment howsoever occasioned the Director shall:-
|--- | --------------------------------------------------------------------------------------------------------
|   
|    | (A)                                                                                                     
|   
|    | (B)                                                                                                     
|   
|    | (C)                                                                                                     
|   
|    | (D)                                                                                                     

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DIRECTORSHIPS

|12. | (A) | Notwithstanding any other provisions in this Agreement,
the Director's appointment as a director of Rio Tinto or any other member of
the Group shall be subject to the Articles of Association or Constitution from
time to
time of the relevant company.
|--- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

| | (B) | If the
      Director shall cease to be a Director of Rio Tinto this Agreement shall
      thereby automatically terminate but if such cessation shall be caused by
      any act or omission of either Rio Tinto or the Director without the consent,
      concurrence or complicity of the other, such act or omission shall be deemed
      a breach of this Agreement and termination hereunder shall be without prejudice
      to any claim for damages in respect of such breach.                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (C) | The Director
      must resign from any office held in any Group Company if he is asked to
      do so by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (D) | If the
      Director does not resign as an officer of a Group Company, having been requested
      to do so in accordance with clause C, the Company will be appointed as his
      attorney to effect his resignation. By entering into this agreement the
      Director irrevocably appoints the Company as his attorney to act on his
      behalf to execute any document or do anything in his name necessary to effect
      his resignation in accordance with clause C. If there is any doubt as to
      whether such a document (or other thing) has been carried out within the
      authority conferred by this clause C, a certificate in writing (signed by
      any director or the secretary of the Company) will be sufficient to prove
      that the act or thing falls within that authority.
|
| | (E) | The termination
        of any directorship or other office held by the Director will not terminate
        the Directors employment or amount to a breach of terms of this
      agreement by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (F) | During
      the Employment the Director will not do anything which could cause him to
      be disqualified from continuing to act as a director of any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (G) | The Director
      must not resign his office as a director of any Group Company without the
      agreement of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

OFFERS ON LIQUIDATION

|13. | The Director
      will have no claim against the Company if the Employment is terminated by
      reason of liquidation in order to reconstruct or amalgamate the Company
      or by reason of any reorganisation of the Company; provided that
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (i)                                                                                                                                                                                                                                              

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| | (ii) | the new
        terms of employment offered to the Director are no less favourable to
      him than the terms of this agreement.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------

NOTICES

|14. | Notices
        by either party must be given by letter or facsimile transmission ("fax")
        addressed to the other party at (in the case of the Company) its registered
        office for the time being and (in the case of the Director) his last
        known
      address and any such notice given by letter (unless delivered by hand)
        or fax shall be deemed to have been given at the time at which the letter
        or
      fax message would be delivered in the ordinary course of post or transmission
      as the case may be.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MISCELLANEOUS

|15. | (A) | This Agreement may only be modified by the written agreement of the parties.
|--- | --- | ----------------------------------------------------------------------------
|   

| | (B) | This Agreement is written in English at the express request of the Director
      and the Company. Cette entente est redigee en anglais a la demande expresse
      des parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (C) | Neither the Director or the Company can assign this Agreement to anyone
      else.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (D) | References in this Agreement to rules, regulations, policies, handbooks
      or other similar documents which supplement it, are referred to in it or
      describe any pensions or other benefits arrangement are references to the
      versions or forms of the relevant documents as amended or updated from time
      to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (E) | This Agreement supersedes any previous written or oral Agreement between
      the parties in relation to the matters dealt with in it. It contains the
      whole Agreement between the parties relating to the Employment at the date
      the Agreement was entered into (except for those terms implied by law which
      cannot be excluded by the agreement of the parties). The Director acknowledges
      that he has not been induced to enter into this Agreement by any representation,
      warranty or undertaking not expressly incorporated into it. The Director
      agrees and acknowledges that his only rights and remedies in relation to
      any representation, warranty or undertaking made or given in connection
      with this Agreement (unless such representation, warranty or undertaking
      was made fraudulently) will be for breach of the terms of this Agreement,
      to the exclusion of all other rights and remedies (including those in tort
      or arising under statute).
|
| | (F) | Neither
        partys rights or powers under this Agreement will be affected
      if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

15

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| | (G) | If either party agrees to waive his rights under a provision of this Agreement,
    that waiver will only be effective if it is in writing and it is signed by
    him. A partys agreement to waive any breach of any term or condition
    of this Agreement will not be regarded as a waiver of any subsequent breach
    of the same term or condition or a different term or condition.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (H) | This Agreement is governed by and will be interpreted in accordance with
    the laws of England and Wales. Each of the parties submits to the jurisdiction
    of the English Courts as regards any claim or matter arising under this
Agreement.                                                                                                                                          

IN WITNESSwhereof this Agreement has been executed as a Deed the day and year first before written.



|THE COMMON SEAL ofRio Tinto plcwas hereunto affixed in the
presence of: |                                             |  |  |                  
|----------------------------------------------------------------------- | ------------------------------------------- |  |  | -----------------
|                                                                        |                                             |  |  |                  
|Director                                                                |                                             |  |  | /s/ Tom Albanese 
|                                                                        |                                             |  |  |                  
|Secretary                                                               |                                             |  |  | /s/ Ben Mathews  
|                                                                        |                                             |  |  |                  
|                                                                        |                                             |  |  |                  
|                                                                        |                                             |  |  |                  
|SIGNED byRichard B Evansin the presence
    of:                         |                                             |  |  | /s/ Dick Evans   
|                                                                        |                                             |  |  |                  
|Witnesss signature                                                     |                                             |  |  | /s/ Evelyn DeRose
|                                                                        |                                             |  |  |                  
|Name                                                                    | Evelyn DeRose                               |  | 
|Address                                                                 | 5845 Brunetiere St
St Leonard
Quebec
Canada |  | 
|                                                                        |                                             |  |  |                  
|Occupation                                                              | Executive Assistant                         |  | 

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SCHEDULE

Grievance and Disciplinary Procedure

|1. | If at any time the Director considers that he has a grievance arising out of
his employment or if he is dissatisfied with any disciplinary decision affecting
him, he should first attempt to resolve this by discussion with the Chairman
or other appropriate Executive of Rio Tinto. Subject thereto the matter may be
referred for determination to the Boards of Rio Tinto either through the non-executive
directors of Rio Tinto or direct.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Health and Safety at Work

|2. | It is a condition of the Director's Employment that he will comply with the Group
Company's health and safety policy.
|-- | ---------------------------------------------------------------------------------------------------------------------

Other Terms

|3. | Except as otherwise stated in the Agreement (including this Schedule) there are
no other terms or conditions of employment relating to remuneration, hours of
work, normal working hours, entitlement to holidays (including public holidays
and holiday pay), incapacity for work due to sickness or injury or to pensions
or pension schemes. And nor are there any residual or ongoing entitlements, benefits
etc other than as outlined herein with respect to previous employment with Alcan
Inc.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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