Exhibit 4.01

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THIS AGREEMENTis made on 4 May 2007 BETWEEN

|(1) | RIO TINTO LONDON LIMITEDwhose registered office is at 6 St James's Square, London, SW1Y 4LD (the "Company");and
|--- | ---------------------------------------------------------------------------------------------------------------
|   
|(2) | THOMAS ALBANESEof "Woodpeckers", Pachesham Park, Oxshott, Surrey T22
ODJ, (the "Director")                     

WHEREBY IT IS AGREEDas follows:-

INTERPRETATION

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

| | "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;                                                                          
| | ---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "Employment"                       | means the
    employment established by this Agreement;                                                                                                                                                                                                                                                                                        
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "Rio Tinto"                        | means Rio
	      Tinto plc and Rio Tinto Limited or either of them as
	      the context permits;                                                                                                                                                                                                                                              
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "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;                                                                                                                     
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "holding         company"          | has the meaning given
    in Section 1159 of the Companies Act 2006;                                                                                                                                                                                                                                                                           
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "subsidiary"                       | has the meaning given in Section
	      1159 of the Companies Act 2006;                                                                                                                                                                                                                                                                        
| |                                    |                                                                                                                                                                                                                                                                                                                                                
| | "confidential
        information" | means
    any manufacturing process, formula,        design,
    programme, calculation, method, specification
    or any other trade secret of the Group
    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

1

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| |                      | business of the 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 the Rio Tinto or acquired by the
 Rio Tinto, and affairs of the Rio Tinto (except where necessary for carrying
 out your duties as a Director) either during or at any time after the Employment;
 and
| | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "associated company" | is defined as "any company
    in which Rio Tinto holds shares".                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | (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. | The Company agrees to employ the Director and the Director agrees to serve as
        Chief Executive Officer and an Executive Director of Rio Tinto (or in
        such other capacity as the parties may agree from time to time) subject
        to and
    in accordance with the terms of this Agreement. This Agreement is in substitution
    for all (if any) previous contracts of service between the parties.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DURATION OF EMPLOYMENT

|3. | (A) | This Agreement and the Employment
          shall begin on the Director's appointment as Chief Executive Officer
          of Rio Tinto on 1 May 2007 and shall continue subject as hereinafter
          mentioned until terminated by either party giving to the other not
    less than one year's previous notice.
|-- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (B) | Unless otherwise expressly agreed in writing, this Agreement and the Employment
        shall, notwithstanding sub-clause (A) above, automatically terminate
        (if not already terminated) on the last day of the month in which the
    Director attains the age of 60 years.                                  
|  
|   | (C) | The Company may at its sole discretion pay 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 (less any deductions the Company
        is
required by law to make).                                         

2

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DUTIES OF THE DIRECTOR

|4. | (A) | The Director
    shall during the Employment:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (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 Exchange
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (C) | The Director shall be
    required to work at the principal office of the Company or, subject to consultation
      with the Director, at such other location in the UK or elsewhere as the
      Boards of
    Directors shall from time to time direct and he shall be required to travel
    outside the United Kingdom 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 he shall not (and shall procure that
      his spouse and dependent children
    do not) deal or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|                |     | become or cease to be interested (within the meaning of
        Part I of Schedule 13 of the Companies Act 1985) 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 the
        Company from time to time in relation to the holding or trading of securities.
|--------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |     |                                                                                                                                                                                                                                                                                                                                                                
|                | (E) | You will be exempt from any
	    duties of any kind
whatsoever which in any way relate directly or indirectly to any
    of the Group's direct or indirect investments,
    operations or activities in Iran and you will not have any responsibility for nor be required to
    undertake any duties in this regard.                                          
|                |     |                                                                                                                                                                                                                                                                                                                                                                
|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 £825,000 per annum with effect from 1 May
2007. The salary less deductions shall be payable by equal monthly payments in arrears by bank credit transfer
      on or before the twenty-fifth day of each month. Salary shall be reviewed
      from time to time at the discretion of the Company. As provided for in his
      employment contract following his move to London, the Director shall be
      entitled to a taxable housing allowance of £1,000 per week until
      25 March 2008, reducing to and of £500 per week for the period to
      25 March 2009, after which no such allowance will be payable.                                                                                                                                                                                                                                                                          

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| | (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 pounds
      sterling 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 Nominations 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 Company shall provide a motor car
      for the
use of the Director which, unless otherwise
agreed, shall be in accordance
with the Company's car scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (D) | The Director shall be entitled to participate
in such relevant Long Term Incentive Plans, Short Term Incentive Plans
and all employee share 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 and subject to and in accordance with
the rules of those plans as amended from time to time.                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (E) | The Director shall be eligible for Company-paid
private health care insurance
in the UK under the Rio Tinto Medical Expenses Plan, subject to and in accordance
with the rules of those plans as amended from time to time,
and will also be eligible for annual health assessment. The Director is eligible
to participate, subject to and in accordance with the rules of those plans as
amended from time to time, in the Rio Tinto America retiree medical plan in effect
at the date of his retirement in accordance with the rules of the Rio
Tinto Pension Fund.                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (F) | 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.                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (G) | The Director shall be entitled
	    without loss of remuneration to 28 days holiday in each year (in addition
	    to English Bank and other public holidays)
	      to be taken at such time or times as are convenient
 to the Company but so that up to four of such days' holiday shall be on
 days specified by the Company. Annual holiday must be taken by 30 April of
 the following year. For part years the Director's holiday entitlement for
 the year will be pro rated to the length of his service in that year. Subject
 to the provisions of the Working Time Regulations 1998, no entitlement to holiday
 pay in lieu                                                                                                                                 

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|                       |     | will arise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       | (H) | Subject to the terms of Clause
	    8(A) below, during any period of absence from work due to sickness, injury or otherwise 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.                                                                                                                                                                                                                                                         
|                       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       | (I) | 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.                                                                                                                                                                             
|                       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       | (J) | The Director is
	    entitled to pension benefits as detailed in the attached addendum, subject to and
        in accordance with the rules of the relevant scheme as amended
    from time to time.                                                                                                                                                                                                                                                                                                                                                                              
|                      
|                      
|PATENTS AND INVENTIONS
|                       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.                     | (A) | If the Director
    (whether alone or with others) shall at any time during the period of the Employment
    make an invention (whether or not patentable) within the meaning of the
    Patents Act 1977 (hereinafter called an "Invention")relating to or
    capable of being used in the business of the Company or any other member
    of the
    Group he shall promptly disclose to the Company full details thereof to enable
    the Company to assess the Invention and to determine whether under the applicable
    law the Invention is the property of the Company.

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| | (B) | If any Invention belongs to the Company the Director shall consider himself as a trustee for the Company in relation to each such Invention and shall, at the request and expense of the Company, do all things necessary to vest
all right, title and interest in any such Invention in the Company or its nominee absolutely as legal and beneficial owner and to secure and preserve full patent or other appropriate forms of protection therefor in any part of the
world.                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (C) | If an Invention does not belong to the Company, the Company shall have the right to acquire for itself or its nominee the Director's rights therein within three months after disclosure pursuant to sub-Clause (A) of this
Clause on fair and reasonable terms to be agreed or in default of agreement within one month to be acquired at a price to be determined by a single expert to be nominated in default of agreement, at the request of either the Company or the Director,
by the President for the time being of the Chartered Institute of Patent Agents or in default by the Courts.                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (D) | If the Director (whether alone or with others) shall at any time during the period of the Employment create or make any discovery, design or other work (whether registerable or not and whether or not a copyright work), which
is not an Invention or made or created by the Director and wholly unconnected with the Employment (hereinafter called "Works"),the Director shall forthwith disclose to the Company
full details thereof and shall consider himself as a trustee for the Company in relation to all such Works. The Director shall at the request and expense of the Company 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|            |     | 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 this 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 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.          | (A) | If the Director
        (owing to sickness, injury or otherwise) does not perform his duties
        hereunder for a period of at least 180 days (whether or not consecutive)
        in any period of 365 days the Company shall (without prejudice to
    any other provision hereof) be entitled by written notice to the                                                                                                                                                                                                                                                                                                                                                                        

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|             |     | Director (given at the expiry
        of such period or at any time thereafter while the Director
        continues not to perform his duties hereunder) to terminate this
        Agreement and the Employment forthwith. For the purposes of this sub-Clause
        (A) "days"means
        days of
the week, whether or not normal working days.                                                                           
|------------ | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             | (B) | Notwithstanding any other provision
        of this Agreement, the Company shall (without
        prejudice to the other rights and remedies of the Company) be entitled
        to terminate this Agreement and the Employment forthwith, and without
    compensation, if the Director:-                                                                                                                                     
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                            
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                           
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                          
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                           
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                            
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     | whereupon the Director shall
        have no claim against the Company for damages or otherwise by
    reason of such termination.                                                                                                                                                                                                                                                                                             
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|GARDEN LEAVE
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|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 "Garden
    Leave  Period").
|             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|             | (B) | The Company may
    require that the Director does not:                                                                                                                                                                                                                                                                                                                                                                        

9

---





|                            |                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | enter or attend the premises of the Company
	    or any other Group Company; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------- | -------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | contact or have any communication with
	    any customer or client of the Company or any other Group Company in
	    relation to the business of the Company or any other Group Company; or                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | contact or have any communication with
	    any employee, officer, director, agent or consultant of the
	    Company or any other Group Company in relation to the business of
	    the Company or any other Group Company; or                                                                                                                                                                                                                                                                                                                                                                                                                    
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | remain or become involved in any aspect
	    of the business of the Company or any other Group Company except
	    as required by such companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            | (C)                                                                                                            | The Company may require
    the Director:                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | to comply with the provisions of Clause
	    10 - Provisions upon termination; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | to resign immediately from any directorship
	    which he holds in the Company, any other Group Company or any
	    other company where such directorship is held as a consequence
	    or requirement of the Employment, unless
	    he is required to perform duties to which any such directorship relates
	    in which case he may retain such directorships while those duties are
	    ongoing. The Director hereby 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 Garden
        Leave 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
        Garden Leave 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(C) above (less any deductions the Company is required by
        law to make). If the Garden Leave 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.
|                           
|                           
|PROVISIONS UPON TERMINATION
|                           
|10.                         | Upon the termination
        of this Agreement or the Employment howsoever occasioned
    the Director shall:-
|                            |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            | (A)                                                                                                            | forthwith (i) deliver
        to the Company all films, photographs, tapes, models, equipment,
        documents (including correspondence, lists, notes, memoranda,
    plans, reports, papers, drawings and charts) and other                                                                                                                                                                                                                                                       

10

---





|                                                 |                                                                                                                                                                                       | materials of whatsoever nature whether
        originals or copies made or compiled by or delivered to the Director
        during the period of the Employment and concerning the business, organisation,
        transactions, accounts, finances or affairs of the Company and the Director
        shall not retain any copies; and (ii) return to the Company all other
        property of the Company or (as the case may be) of any other member of
        the Group (including any motor car made available to the Director which
        shall be returned in good condition (fair wear and tear excepted)) in
    the possession or under the control of the Director; and
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | (B)                                                                                                                                                                                   | forthwith at any time or from time
        to time thereafter upon the request of the Company, resign without claim
        for compensation from office as a director of the Company and all other
        offices held by him in any other member of the Group and should he fail
        to do so the Company is hereby irrevocably authorised to appoint some
        person in his name and on his behalf to sign any documents and do anything
    necessary or requisite to give effect thereto;                                                                                                                                                                               
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | (C)                                                                                                                                                                                   | forthwith the Company shall be entitled
        to deduct from any monies due to the Director any sums due from the Director
    to the Company or any other member of the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | (D)                                                                                                                                                                                   | not for the period of 12 months thereafter
        either on his own behalf or for any other person, firm or organisation,
        entice or endeavour to entice away from the Company or any other Group
        Company any executive classified as Band B or above, or such applicable
        equivalent as may exist within the Group, who was to his knowledge at
        any time during the last 12 months of his service with the Company an
        employee, director or officer, of such company, nor a significant agent,
    consultant or associate.                                                                                                                   
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|RESTRICTIONS AFTER TERMINATION
    OF EMPLOYMENT
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.                                              | In this Clause:                                                                                                                                                                      
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | "Group Company"means any member
    of the Group;                                                                                                                                    
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | "Prohibited Industry"means the
        upstream extractive industry excluding oil and gas extractive companies
    covering each product area in which the Group conducts a business;
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | "Relevant Date"means the Termination
        Date or, if earlier, the date on which the Director commences any Garden
    Leave Period;                                              
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | "Restricted Period"means the
        period of 6 months reduced by one day for each day of a Garden Leave
    Period commencing on the Termination Date; and                         
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | "Termination Date"means the
    date on which the Employment terminates.                                                                                                             
|                                                 |                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 | (A)                                                                                                                                                                                   | The Director is likely to obtain trade
        secrets and confidential information and personal knowledge of and influence
        over suppliers, customers and employees of the Group or prospective suppliers
        or customers of the Group during the course of the Employment. To protect
        these interests of the Company, the Director undertakes to the Company
    and each Group                                                                                                                                                                                                                                                                                 

11

---





|              |     | Company that during the Restricted Period and within the Prohibited
      Industry he will not (other than for and on behalf of the Company or any
      company in the Group) without the prior written consent of the Board of
      Directors (such consent to be withheld only so far as may be reasonably
      necessary to protect the legitimate interests of the Group) be employed
      in, or carry on for his own account or for any other person, whether directly
      or indirectly, (or be a director of any company engaged in) any business
      which is or is about to be in competition with any business of the Company
      or any other Group Company being carried on by such company at the Relevant
    Date.                 
|------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | (B) | Any benefit given or deemed to be given by the Director to any Group
       Company under the terms of this Clause is received and held on trust by
      the Company for its own benefit and for the
  relevant Group Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              |     | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |     | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |     | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |     | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |     | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | (C) | While the restrictions imposed in this Clause are considered by
      the parties to be reasonable in all the circumstances it is agreed
      that if any one or more of such restrictions shall either taken by
      itself or themselves together be adjusted to go beyond what is reasonable
      in all the circumstances for the protection of the Company's or any
      Group Company's legitimate interest but would be adjudged reasonable
      if any particular restriction or restrictions were deleted or if
      any part or parts of the wording thereof were deleted, restricted
      or limited in a particular manner then the said restrictions shall apply
    with such deletions, restrictions or limitations as the case may be.
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | (D) | The Director agrees that having regard to the facts and matters
      set out above the restrictions contained in this Clause are not only
      reasonable but also necessary for the protection of the legitimate
      interests of the Company and all other Group Companies and he further
      agrees that having regard to those circumstances those covenants
    do not work harshly upon him.                                                                                                                                                                                                                                                                                                                                                     
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | (E) | The Director will enter into the same undertaking as is set out in this
      Clause 11 (with any necessary consequential amendments) directly with any
      other Group Company if asked on notice to do so by the Company within seven
    days of the date of such notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

12

---





|                      |                                                                                                                                                                                                                                                           | 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 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 11(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 11(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)                                                                                                                                                                                                                                                       | Subject to Clause 11(C), 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)                                                                                                                                                                                                                                                       | the
          Director is offered employment with the company succeeding to the
    Company upon such liquidation or reorganisation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                      |                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      | (ii)                                                                                                                                                                                                                                                      | the new terms of employment
    offered to the Director are no less favourable to him than the terms
    of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

13

---





|NOTICES              
|---------------------
|                     
|14.                  
|                     
|STATUTORY PARTICULARS
|                     
|15.                  
|                     
|MISCELLANEOUS        
|                     
|16.                  
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     

14

---





| | e. | 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | f. | 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 SEALofRio Tinto London Limitedwas hereunto affixed in the
presence of: | 
|--------------------------------------------------------------------------------- | 

|Director | 
|-------- | 
|         | 
|Director | 

|SIGNEDbyTOM
    ALBANESEin the presence of:Witness's signatureNameAddress |  | 
|------------------------------------------------------------------------- |  | 
|                                                                          |  | 
|Occupation                                                                |  | 

15

---





SCHEDULE

Continuous Employment

|1. | The Director's period of continuous employment with the Company began on
    27 March 1981. This takes into account all (if any) previous employments
    with the Group which count as part of the Director's continuous period of
    employment in accordance with the Employment Rights Act 1996 as amended.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Grievance and Disciplinary Procedure

|2. | 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 Director 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

|3. | It is a condition of the Director's Employment that he will comply with the
    Company's health and safety policy, which hasbeen prepared in accordance
    with
the Health and Safety at Work Etc Act 1974.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Terms

|4. | 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.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

---





|   | Addendum to Employment Agreement dated 4 May 2007                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | This addendum is supplementary to the Employment Agreement dated 4 may 2007 and
sets out in more detail the pension arrangements referred to in that Employment
Agreement.                                                                                                                                                                                                                                                                     
|  
|1. | Rio Tinto Pension Fund                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | You are entitled to membership of the Rio Tinto Pension Fund. Your pension accrual
under this Fund will be at the rate of 1/30th of Final Pensionable
Pay up to the "Earnings Cap" for each year of Pensionable Service
in the Fund.                                                                                                                                                                                                           
|  
|   | The benefits provided by the Fund will be reduced on a pro-rata basis were you
to leave Service before your 60thbirthday.                                                                                                                                                                                                                                                                                                                      
|  
|   | You will not be required to make contributions to the Fund. The Fund is not contracted-out
of the State Earnings Related Pension Scheme and National Insurance contributions
will be paid at the Not Contracted Out
standard rate.                                                                                                                                                                                                             
|  
|2. | Supplementary pension accrual                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | In addition Rio Tinto London Limited will supplement your pension accrual on
an unfunded basis. The amount of the supplementary pension accrual will be calculated
as the pension with an Actuarial Value of:                                                                                                                                                                                                                                  
|  
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The terms of payment of the supplementary pension, including pension increases
and attaching widow's pension, will be as for the pension accrued under the Rio
Tinto Pension Fund.                                                                                                                                                                                                                                                             
|  
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | The Actuarial Value will be calculated by actuaries appointed by Rio Tinto, using
methods and assumptions that are consistent with those used for calculating the
Defined Benefit Obligation under International Financial Reporting Standards
(IFRS) for the purpose of the Rio Tinto Group accounts. For this purpose, the
Group accounts with an effective date closest to but not after the date of retirement
shall be used. Specifically:
|  
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                

17

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| | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Leaving service before 60th birthday                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | On leaving service before age 60 the
        benefit entitlement is a supplementary pension payable from age 60. The
        supplementary pension will calculated on a pro-rata basis. At the date
        of retirement, the Actuarial Value of the supplementary benefit will
    be calculated as:                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Actuarial Value of a pension
          payable from your 60th
birthday of "two-thirds of Final Pensionable Pay
(not limited by the "Earnings Cap") less the pension accrued under
the Rio Tinto Pension Fund", multiplied by the pro-rata factor,less
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Actuarial Value of the benefits
          under the Kennecott Supplemental Retirement Accumulation
    Plan, the Rio Tinto America Inc Retirement Plan and the Senior Executives
    Retirement Plan, multiplied by the pro-rata factor.             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | The pro-rata factorwill be
        calculated as the number of years of service (including decimal parts
        of a year) completed from 1st July 2006 to the date of leaving or earlier
        retirement, divided by the number of years of service (including decimal
    parts of a year) from 1st July 2006 to age 60 (11.192 years).                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Payments not to be included in
    the offset                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                          
| | For the avoidance of doubt, the payments
        made to you as a result of your move from Nerco employment to Green's
        Creek, and which are included within the Kennecott Supplementary Retirement
        Accumulation Plan, are not to be included as part of the benefits to
        be offset. These payments were set out in the letter from Greg Boyce
        dated 28 September 1993 and were incentive payments made to eliminate
        change of control provisions during the Nerco acquisition. These payments
        remain in your ongoing SRAP account accruing interest as defined under
        the rules of that
plan.
|

|3. | Final Pensionable Pay                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Final Pensionable Pay is as defined as Base Salary in the last 12 months ending
on the day that you leave Service.                                                                                                                 
|  
|4. | Tax equalisation                                                                                                                                                                                                                   
|  
|   | In the event that a US tax liability arises in respect of actual or deemed contributions
to the Rio Tinto Pension Fund, Rio Tinto London Limited will tax equalise you
to the UK in respect of such actual or deemed
contributions.

18

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