##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F/A
 Amendment
No. 2
  o
    
    Registration statement pursuant to Section 12 (b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the financial year ended: 31 December 2009
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from:  to
 or
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date
of event requiring this shell company report
 Commission file number: 1-10533
    
    Commission file number: 0-20122
 Rio Tinto plc
    
    Rio Tinto LimitedABN 96 004 458 404(Exact name of Registrant as specified in its charter)
    
    (Exact name of Registrant as specified in its charter)England and Wales
    
    Victoria, Australia(Jurisdiction of incorporation or organisation)
    
    (Jurisdiction of incorporation or organisation)2 Eastbourne Terrace
    
    Level 33, 120 Collins StreetLondon, W2 6LG, United Kingdom
    
    Melbourne, Victoria 3000, Australia(Address of principal executive offices)
    
    (Address of principal executive offices)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Name of each exchange
    
    Name of each exchangeTitle of each class
    
    on which registered
    
    on which registered
    
    Title of each classAmerican Depositary Shares*
    
    New York Stock
ExchangeOrdinary Shares of 10p
each**
    
    New York Stock
Exchange7.125% Notes due 2013
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    7.125% Notes due 20135.875% Notes due 2013
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    5.875% Notes due 20136.500% Notes due 2018
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    6.500% Notes due 20187.125% Notes due 2028
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    7.125% Notes due 20288.900% Notes due 2014
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    8.900% Notes due 20149.250% Notes due 2019
    
    New York Stock
Exchange
    
    New York Stock
Exchange
    
    9.250% Notes due 2019
 
 *
    
    Evidenced by American Depositary Receipts. Each American Depositary Share Represents one
Rio Tinto plc Ordinary Shares of 10p each.**
    
    Not for trading, but only in connection with the listing of American Depositary Shares,
pursuant to the requirements of the Securities and Exchange Commission Securities registered or to be registered pursuant to Section 12(g) of the Act:
 Title of each class
    
    Title of each classNone
    
    SharesSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
    
    NoneIndicate the number of outstanding shares of each of the Issuers classes of capital or common
stock as of the close of the period covered by the annual report:
 Title of each class
    
    
    Number
    
    
    
    Number
    
    
    Title of each classOrdinary Shares of
10p each
    
    
    1,529,003,871
    
    
    
    606,831,240
    
    
    SharesDLC Dividend Share
of 10p
    
    
    1
    
    
    
    1
    
    
    DLC Dividend ShareSpecial Voting
Share of 10p
    
    
    1
    
    
    
    1
    
    
    Special Voting Share
  þ o
  o þ
   þ o
 þ o
 *
    
    This requirement does not apply to the
registrant until its fiscal year ending December 31, 2011.  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ o
  o o
  o þ




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EXPLANATORY NOTE




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TABLE OF CONTENTS  INDEXSignatureEX-4.15EX-12.1    Table of Contents   
 INDEX
 ExhibitNumber
    
    Description1.1*
    

    Articles of Association of Rio Tinto plc (adopted by special resolution passed on
20 April 2009 and amended on 1 October 2009)1.2*
    

    Constitution of Rio Tinto Limited (ACN 004 458 404) (as adopted by special resolution passed
on 24 May 2000 and amended by special resolution on 18 April 2002, 29 April 2005, 27 April 2007,
24 April 2008 and 20 April 2009)2.1
    

    Facility Agreement, dated 12 July 2007, among Rio Tinto, Credit Suisse, Deutsche Bank AG,
London Branch, The Royal Bank of Scotland plc, and Societe Generale (incorporated by reference to
Exhibit (b)(1) to the Schedule TO-T filed by Rio Tinto plc and Rio Tinto Canada Holding Inc. on 24 July 2007, File No. 1-10533)3.1
    

    DLC Merger Implementation Agreement, dated 3 November 1995 between CRA Limited and The RTZ Corporation PLC
relating to the implementation of the DLC merger (incorporated by
reference to Exhibit 2.1 of Rio Tinto plcs
Annual report on Form 20-F for the financial year ended 31 December 1995, File No. 1-10533)3.2*
    

    DLC Merger Sharing Agreement, dated 21 December 1995 and amended on 14 April 2005, 29 April 2005 and 18
December 2009 between CRA Limited and The RTZ Corporation PLC relating to the ongoing relationship between
CRA and RTZ following the DLC merger3.3*
    

    RTZ Shareholder Voting Agreement, dated 21 December 1995 and amended on 18 January 2010 between The
RTZ Corporation PLC, RTZ Shareholder SVC Pty. Limited, CRA Limited, R.T.Z. Australian Holdings Limited
and The Law Debenture Trust Corporation p.l.c3.4*
    

    CRA Shareholder Voting Agreement, dated 21 December 1995 and amended 18 January 2010 between CRA Limited,
CRA Shareholder SVC Limited, The RTZ Corporation PLC and The Law Debenture Trust Corporation p.l.c., relating
to the RTZ Special Voting Share4.01
    
    Service Agreement dated 4 May 2007 between Mr T Albanese and
Rio Tinto London Limited (incorporated by reference to
Exhibit 4.01 of Rio Tinto plcs Annual report on Form 20-F
for the financial year ended 31 December 2007, File No.
1-10533)4.02
    
    Memorandum effective 1 March 2008 to Service Agreement dated
12 April 2006 between Mr T Albanese and Rio Tinto London
Limited (incorporated by reference to Exhibit 4.02 of Rio
Tinto plcs Annual report on Form 20-F for the financial year
ended 31 December 2007, File No. 1-10533)4.03
    
    Service Agreement dated 19 June 2002 between Mr G R Elliott
and Rio Tinto London Limited (incorporated by reference to
Exhibit 4.31 of Rio Tinto plcs Annual report on Form 20-F
for the financial year ended 31 December 2002, File No.
1-10533)4.04
    
    Memorandum effective 1 March 2008 to Service Agreement dated
19 June 2002 between Mr G R Elliott and Rio Tinto London
Limited (incorporated by reference to Exhibit 4.01 of Rio
Tinto plcs Annual report on Form 20-F for the financial year
ended 31 December 2007, File No. 1-10533)4.05
    
    Rio Tinto plc  Share Option Plan 2004 (incorporated by
reference to Exhibit 4.3 of Rio Tintos Registration
statement on Form S-8, File No. 333-147914)4.06
    
    Rio Tinto plc  Mining Companies Comparative Plan 2004
(incorporated by reference to Exhibit 4.4 of Rio Tintos
Registration statement on Form S-8, File No. 333-147914)4.07
    
    Rio Tinto Limited  Share Option Plan 2004 (incorporated by
reference to Exhibit 4.6 of Rio Tintos Registration
statement on Form S-8, File No. 333-147914)4.08
    
    Rio Tinto Limited  Mining Companies Comparative Plan 2004
(incorporated by reference to Exhibit 4.7 of Rio Tintos
Registration statement on Form S-8, File No. 333-147914)4.09
    
    Medical expenses plan (incorporated by reference to Exhibit
4.67 of Rio Tinto plcs Annual report on Form 20-F for the
financial year ended 31 December 2000, File No. 1-10533)4.10
    
    Pension plan (incorporated by reference to Exhibit 4.68 of
Rio Tinto plcs Annual report on Form 20-F for the financial
year ended 31 December 2000, File No. 1-10533)4.11
    
    Rules of The Rio Tinto plc 2008 Bonus Deferral Plan
(incorporated by reference to Exhibit 4.15 of Rio Tinto plcs
Annual report on Form 20-F for the financial year ended 31
December 2008, File No. 1-10533)4.12
    
    US Annex to the Rules of the Rio Tinto plc 2008 Bonus
Deferral Plan (incorporated by reference to Exhibit 4.16 of
Rio Tinto plcs Annual report on Form 20-F for the financial
year ended 31 December 2008, File No. 1-10533)4.13
    
    Rules of The Rio Tinto Limited 2008 Bonus Deferral Plan
(incorporated by reference to Exhibit 4.17 of Rio Tinto plcs
Annual report on Form 20-F for the financial year ended 31
December 2008, File No. 1-10533)4.14
    
    US Annex to the Rules of the Rio Tinto Limited 2008 Bonus
Deferral Plan (incorporated by reference to Exhibit 4.18 of
Rio Tinto plcs Annual report on Form 20-F for the financial
year ended 31 December 2008, File No. 1-10533)4.15**
    
    Implementation Agreement between Rio Tinto Limited, Rio Tinto
plc, BHP Billiton Limited and BHP Billiton plc dated 5****
    
    December 2009 (including the schedules).8.1*
    
    List of subsidiary companies.12.1****
    
    Certifications pursuant to Rule 13a-14(a) of the Exchange Act.13.1***
    
    Certifications furnished pursuant to Rule 13a-14(b) of the
Exchange Act (such certifications are not deemed filed for
purpose of Section 18 of the Exchange Act and not
incorporated by reference in any filing under the Securities
Act).15.1***
    
    Consent of Independent Accountants to the incorporation of
the audit report relating to the Rio Tinto Group and
effectiveness of internal control over financial reporting of
the Rio Tinto Group by reference in registration statements
on Form F-3 and Form 
S-8




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ExhibitNumber
    
    Description15.2***
    
    Consent of Independent Accountants to the incorporation of
the audit report relating to Minera Escondida Limitada by
reference in registration statements on Form F-3 and Form S-8.
 
 *
    
    Previously filed as an exhibit  to the Annual Report on Form 20-F for the year ended 31 December 2009.**
    
    Pursuant to a request for confidential treatment filed with the Securities
and Exchange, the confidential portions of this exhibit have been omitted and
filed separately with the Securities and Exchange Commission.***
    
    Previously filed as an exhibit  to Amendment No. 1 to the Annual Report on Form 20-F.****
    
    Filed herewith.




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Signature
  Rio Tinto plc
    
    Rio Tinto Limited(Registrant)
    
    (Registrant)/s/ Ben Mathews
    
    /s/ Ben MathewsName: Ben Mathews
    
    Name: Ben MathewsTitle: Secretary
    
    Title: Assistant SecretaryDate: November 19, 2010
    
    Date:  November 19, 2010