**Table of Contents**     **Contents** **Page**  1 Granting Awards  1  2 Bonus Deferral Awards and CompanyContributed Awards Prior to Vesting  2  3 Consequences of Vesting  2  4 Leaving the Group before Vesting  3  5 Variations in share capital,demergers and special distributions  4  6 Takeovers and restructurings  4  7 Exchange of Awards  5  8 General  6  9 Governing law and jurisdiction  8  10 Definitions  8 17 March 2009
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**Rules of the Rio Tinto 2008 Bonus Deferral****1** **Granting Awards** **1.1** **Shares subject to Awards**   Awards may, at the sole discretion of the Committee and subject to all necessary corporateand securities requirements, be settled with existing Shares or with the issue of newShares. **1.2** **Eligibility**   All employees designated as Band C level employees or above, according to the Rio TintoGlobal Grading System, as at 31 December 2008 who were eligible to receive a 2008 Bonus, areeligible Participants. If an employee became a Band C employee during 2008, for purposes ofthis Plan, the employee will be considered a Band C employee for all of 2008. If an employeehas been notified prior to 17 March 2009 that they will be made redundant in 2009, theemployee will not be subject to a bonus deferral and will not be a Participant. **1.3** **Nature and Timing of Award**   On 3 February 2009, the Committee established a mandatory deferral of 100% of the 2008 Bonusfor the Executive Directors and the Product Group Chief Executives (the “Most SeniorExecutives”) and a mandatory deferral of 50% of the 2008 Bonus for all employees at Band Cand above who are not Executive Directors or Product Group Chief Executives (“Band C andAbove Executives”).   The number of Shares subject to a Bonus Deferral Award shall be the percentage of the grossamount of a Participant’s deferred 2008 Bonus divided by the average closing price of Shareson the Australian Securities Exchange over the five business days preceding 17 March 2009(the “Average Share Price”), rounded to the nearest whole Share.   On the same date, in order to enhance retention of key employees in a period of uncertainty,the Committee also established the Company Contributed Award for each Band C and AboveExecutive equal to 25 percent of the gross annual basic salary of that employee as at 1March 2009. The number of Shares subject to a Company Contributed Award shall be 25% of aParticipant’s above-stated salary divided by the Average Share Price, rounded to the nearestwhole Share. **1.4** **Time of Vesting**   Subject to the terms of these rules:(i) in the case of the Most Senior Executives, 100 percent of the Bonus Deferral Award willVest on 31 December 2011; and(ii) in the case of the Band C and Above Executives, 50 percent of the Bonus Deferral Awardand the Company Contributed Award will Vest on 31 December 2010. The remaining 50 percent ofthe Bonus Deferral Award and the Company Contributed Award will Vest on 31 December 2011.17 March 2009
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**1.5** **Dividend Equivalent Shares at Vesting of a Bonus Deferral Award or Company Contributed Award**   In the case of the Bonus Deferral Award and the Company Contributed Award, as applicable,the Award includes a right to receive, upon Vesting of some or all of the Shares, a numberof additional shares (“Additional Shares”) calculated in accordance with the followingformula:**X = D / P**, rounded down to the nearest whole number, where**X**is the number of Additional Shares;**D**is the aggregate cash amount of Dividends that would have been paid to theParticipant in respect of the Shares subject to the Award that have Vested, as ifsuch Shares had been registered in the Name of the Participant from the date ofgrant of the Award to the date of Vesting; and**P**is the average of the closing price of Shares on the Australian SecuritiesExchange over the five Business Days ending on the date of the Vesting of the Award.**1.6** **No payment**   A participant is not required to pay for the grant of any Award **2** **Bonus Deferral Awards and Company Contributed Awards Prior to Vesting** **2.1** **Rights**   A Participant shall not be entitled to vote, to receive dividends or to have any otherrights of a shareholder in respect of Shares subject to an Award until the Share aretransferred or issued to the Participant. **2.2** **Transfer**   A participant may not transfer, assign or otherwise dispose of a Bonus Deferral Award orCompany Contributed Award or any rights in respect of it. If the Participant does, whethervoluntarily or involuntarily, then it will immediately lapse. This rule does not apply onthe transmission of awards on the death of a Participant to the Participant’s personalrepresentatives or estate (as the case may be). **3** **Consequences of Vesting** **3.1** **Payout at Vesting**   Within 30 days of Vesting of a Bonus Deferral Award or a Company Contributed Award (or, ifthe transfer is prevented by a Dealing Restriction, within 30 days of it ceasing to be soprevented), the Company will arrange (subject to Rule 3.2 (Withholding)) for the transfer orissue to the participant of the number of Shares which have Vested, including any AdditionalShares.   However, in Canada and other jurisdictions where relevant taxation consideration so dictate,the transfer or issue will occur no later than 31 December 2011.17 March 2009
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**3.2** **Withholding**   The Participant will be responsible for all taxes and social security contributions arisingin respect of an Award. The Company may decide that Vesting or the transfer of Sharesfollowing Vesting will be conditional upon the Participant promptly doing all thingsnecessary (including signing all documents and providing any necessary information) tofacilitate the payment or withholding of such liabilities.   Unless the Company decides otherwise, where there is any obligation on any Member of theGroup or any employee benefit trust to pay or withhold any such taxes or contributions, asufficient number of the Shares to be transferred to the Participant following Vesting willbe sold on his behalf and the proceeds paid to the relevant Member of the Group. The numberof Shares may be determined on the basis of the relevant Member of the Group’s estimate ofthe amount of the liability if the Participant has not promptly provided the necessaryinformation.   The Company or any employing company or trustee of any employee benefit trust may make sucharrangements as it considers necessary to meet any liability to taxation or social securitycontributions in respect of the Awards, including deducting such amounts from any cashamount payable to the Participant. **4** **Leaving the Group before Vesting** **4.1** **General rule on leaving employment**   Except where Rule 4.2 applies, if the Participant ceases to be an employee of a Member ofthe Group prior to the Vesting Date, the Participant forfeits any unvested Bonus DeferralAward and Company Contributed Award, if applicable, in its entirety on the date theParticipant ceases to be an employee of a Member of the Group***.*** **4.2** **Leaving in exceptional circumstances** **4.2.1** If a Participant ceases to be an employee of any Member of the Group prior tothe Vesting Date for any of the reasons set out below, then i) the Bonus Deferral Awardwill Vest with no pro rata reduction and ii) any Company Contributed Award will Vestpro rata based on service from 1 January 2009 to the date that employment ceases as aproportion of the total possible service applicable to the Award or portion of theAward from 1 January 2009 to the applicable Vesting Date. The reasons are: (i) ill-health, injury or disability, as established to the satisfaction ofthe Company;  (ii) retirement with the agreement of the Participant’s employer;  (iii) the Participant’s employing company ceasing to be under the Control ofthe Company;  (iv) a transfer of the undertaking, or the part of the undertaking, in whichthe Participant works to a person which is neither under the Control of theCompany nor a Member of the Group or the Other Listed Group;  (v) redundancy;  (vi) death; or17 March 2009
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 (vii) any other reason except dismissal for misconduct, if the Committee sodecides.Any portion of an Award that does not Vest in accordance with this rule shall lapseand for the avoidance of doubt Rule 1.5 (Dividend Equivalent) shall only apply tothe portion that has Vested.Where a Participant’s employment is transferred to the Other Listed Group prior toVesting, Rule 7.3 (Other Listed Group) will apply. **4.2.2** US Participants: In the case of Participants who are subject to theapplication of Section 409A of the United States Internal Revenue Code, Rule 4.2.1shall not apply and the terms of their leaving employment in exceptional circumstancesshall be governed by the Rules contained in the US annex to this Plan.**4.3** **Meaning of “ceasing to be an employee”**   For the purposes of this rule, a Participant is not treated as ceasing to be an employee ofany Member of the Group until he ceases to be an employee of all Members of the Group. **5** **Variations in share capital, demergers and special distributions** **5.1** **Adjustment of Awards If there is:** **5.1.1** a variation in the equity share capital of the Company, including acapitalisation or rights issue, sub-division, consolidation or reduction of sharecapital; or  **5.1.2** a demerger (in whatever form) or exempt distribution by virtue of applicabletaxation legislation; or  **5.1.3** a special dividend or distribution; or  **5.1.4** any other event that the Committee deems appropriate for consideration for anadjustment of the Awardthe Committee may, at its discretion make an appropriate adjustment to the number or classof Shares comprised in an Award or to make a further Award of Shares if deemed appropriate.The Committee may also, at its discretion, accelerate vesting of any or all Awards should itdeem this more appropriate given the circumstances.**5.2** **Notice**   The Company shall notify Participants of any adjustment made under this Rule 5. **6** **Takeovers and restructurings** **6.1** **Takeovers**   Where a person (or a group of persons acting in concert) obtains Control of the Company asa result of making an offer to acquire Shares, unless the Directors decide otherwise, theBonus Deferral Award and the Company Contributed Award, as appropriate, Vest entirely withno pro rata reduction on the date thereof.17 March 2009
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**6.2** **Schemes of arrangement**   When a court sanctions a compromise or arrangement in connection with the acquisition ofShares, unless the Directors decide otherwise, the Bonus Deferral Award and the CompanyContributed Award, as appropriate, Vest entirely with no pro rata reduction on the datethereof. This rule applies to a court sanction under applicable corporate legislation. **6.3** An Award will not Vest under Rule 6.2 but may be exchanged under Rule 7 (Exchange ofAwards) to the extent that: (i) an offer to exchange the Award is made to and accepted by a Participant;or  (ii) the Directors, with the consent of the Acquiring Company, decide beforecourt sanction that the Award will be automatically exchanged.**6.4** **Internal re-organisation**   In the event of an Internal Reorganisation, unless the Committee otherwise determines, anexisting Award shall not Vest in accordance with this Rule 6 but with the agreement of theAcquiring Company shall be automatically released in consideration for the grant of a newAward in accordance with Rule 7. **6.5** **Directors**   In this Rule 6, “Directors” means those people who were members of Committee immediatelybefore the change of Control. **7** **Exchange of Awards** **7.1** **Timing of exchange**   Where an Award is to be exchanged under Rule 6 (Takeovers and restructurings) the exchangewill take place as soon as practicable after the relevant event. **7.2** **Exchange terms**   Where a Participant is granted a new award in exchange for an existing Award, the new Award: **7.2.1** must confer a right to acquire shares in the Acquiring Company or another bodycorporate determined by the Acquiring Company;  **7.2.2** must be equivalent to the existing Award in terms of making the Participant noworse off than before the exchange.**7.3** **Other Listed Group**   Where a Participant’s employment is transferred to the Other Listed Group prior to Vesting,or the Participant’s employing company or undertaking is transferred to the Other ListedGroup prior to Vesting, the Committee may make such changes to his Awards to the extentpermitted by law and to the extent reasonably practicable, with the intention that theaffected Participants are, as a whole, in materially the same position (or as close aspossible to materially the same position) as if the Awards had been initially granted to theaffected Participants under the equivalent plan of the Other Listed Group, provided that17 March 2009
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nothing in this clause imposes any obligation on the Group or the Other Listed Group toincur any material expense or liability. Without limiting the foregoing, this may includea decision by the Committee that the Awards initially granted to the affected Participantslapse and be replaced by new awards issued under the other plan, on terms as if they hadoriginally been issued to the Participants under the other plan.**8 General****8.1 Terms of employment** **8.1.1** For the purposes of this rule, “Employee” means any employee of a Member ofthe Group.  **8.1.2** This rule applies during an Employee’s employment and after the termination ofan Employee’s employment, whether or not the termination is lawful.  **8.1.3** Nothing in the rules or the operation of the Plan forms part of the contractof employment of an Employee. The rights and obligations arising from the employmentrelationship between the Employee and the Company are separate from, and are notaffected by, the Plan. Participation in the Plan does not create any right to, orexpectation of, continued employment.  **8.1.4** No employee has a right to participate in the Plan. Participation in the Planor the grant of Awards on a particular basis in any year does not create any right toor expectation of participation in the Plan or the grant of Awards on the same basis,or at all, in any future year.  **8.1.5** The terms of the Plan do not entitle the Employee to the exercise of anydiscretion in his favour.  **8.1.6** Nothing in this Plan confers any benefit, right or expectation on a person whois not an Employee.**8.2** **Committee’s decisions final and binding**   The decision of the Committee on the interpretation of the Plan or in any dispute relatingto an Award or matter relating to the Plan will be final and conclusive. **8.3** **Employee trust**   The Company and any Subsidiary may provide money to the trustee of any trust or any otherperson to enable them or him to acquire Shares to be held for the purposes of the Plan, orenter into any guarantee or indemnity for those purposes, to the extent permitted by law andthe Committee may make such changes to these rules, or make additional rules, as required tofacilitate the use of any such arrangement. **8.4** **Consents**   All transfers of Shares will be subject to any necessary consents under any relevantenactments or regulations for the time being in force in relevant jurisdictions. TheParticipant will be responsible for complying with any requirements he needs to fulfil inorder to obtain or avoid the necessity for any such consent.17 March 2009
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**8.5** **Data protection**   By participating in the Plan the Participant consents to the holding and processing ofpersonal data provided by the Participant to any Member of the Group, trustee or third partyservice provider, for all purposes relating to the operation of the Plan. These include, butare not limited to: **8.5.1** administering and maintaining Participant records;  **8.5.2** providing information to Members of the Group, Rio Tinto plc and itssubsidiaries, trustees of any employee benefit trust, registrars, brokers or thirdparty administrators of the Plan;  **8.5.3** providing information to future purchasers of the Company or the business inwhich the Participant works;  **8.5.4** transferring information about the Participant to a country or territoryoutside the European Economic Area that may not provide the same statutory protectionfor the information as the Participant’s home country.**8.6** **Overriding restrictions on transfer of Shares**   Notwithstanding any term or condition of this Plan, Shares subject to an Award may notbe assigned, acquired, transferred, issued or dealt with under this Plan if to do so wouldcontravene any applicable laws, regulations or listing rules or where the compliance withany applicable law, regulation or listing rule would be unduly onerous or impractical. Insuch a case, the Committee may determine to make cash payments to Participants in lieu ofthe Shares that would have otherwise been transferred or issued to a Participant (or to sellthe Shares that otherwise would have been transferred or issued to the Participant, andremit the net proceeds to the Participant). In addition, these rules (including theexercise of any discretion) are subject to all applicable laws, regulations and listingrules. **8.7** **No duplication**   If for any reason the 2008 Bonus that was intended to be deferred is nevertheless paid inwhole or in part to a Participant, a corresponding amount of the Participant’s Awards underthe Plan will be forfeited. **8.8** **Information from the Company**   The Company undertakes to inform Participants of the current market price of the Sharesupon request. Any advice given by the Company or its related bodies corporate in connectionwith the Plan is general advice only, and accordingly, Participants should obtain their ownfinancial product advice from an independent person licensed by the Australian Securitiesand Investment Commission to give such advice. **8.9** **Changing the Plan**   Subject to applicable corporate and securities legislation, the Committee has power tomake such alterations, variations, insertions, deletions or modifications to all or any partof the Plan as the Committee thinks fit.17 March 2009
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**9** **Governing law and jurisdiction**   The Plan, all Awards and their construction are governed by the law ofVictoria, Australia. Victorian Courts have non-exclusive jurisdiction in respect ofdisputes arising under or in connection with the Plan or any Award **10** **Definitions**   In these rules:   “**2008 Bonus**” means all amounts granted to an employee of the Group as a bonus in respect ofthe period from 1 January 2008 to 31 December 2008;   “**Acquiring Company**” means a person or legal entity who obtains Control of the Company;   “**Additional Shares**” means the number of Shares included in an Award as determined under Rule1.5;   “**Average Share Price**” has the meaning given in Rule 1.3;   “**Award**” means a Bonus Deferral Award and/or a Company Contributed Award, as appropriate;   “**Bonus Deferral Award**” has the meaning given in Rule 1.3;   “**Committee**” means the Remuneration Committee of the Rio Tinto Board of Directors;   “**Company**” means Rio Tinto Limited;   “**Company Contributed Award**” has the meaning given in Rule 1.3   “**Control**” has the meaning given to it by 50AA of the Corporations Act 2001(Australia);   **“Dealing Restrictions”**means restrictions on the grant of an Award, the Vesting of Shares orother dealings with Shares imposed by any applicable regulation or listing rule;   “**Directors**” means, subject to Rule 6.5 (Directors), the board of directors of the Company ora duly authorised committee;   “**Dividends**” means dividends on Shares (excluding any non-ordinary dividend which theCommittee determines should be excluded) the record date for which was within the periodbetween the date of grant of the Award and the day before the date on which the Award Vestsfor the relevant Participant (both inclusive), excluding any imputed or associated taxcredits rebates, such as any Australian franking credits;   “**Group**” means: (i) the Company; and  (ii) its Subsidiaries from time to time; and  (iii) any other company which is associated with the Company and is so designated bythe Directors;and “**Member of the Group**” shall be construed accordingly;“**Internal Reorganisation**” means any event, scheme or arrangement whereby an AcquiringCompany obtains Control of the Company and immediately afterwards allor substantially all of the issued equity share capital of the Acquiring Company is owned17 March 2009
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directly or indirectlyby persons who had Control of the Company immediately prior to such event, scheme orarrangement;“**Other Listed Group**” means Rio Tinto plc and its Subsidiaries;“**Participant**” means a person holding an Award or his personal representatives;“**Plan**” means these rules known as “The Rio Tinto 2008 Bonus Deferral Plan”, including as itmay be modified from time to time;“**Shares**” means fully paid ordinary shares in the capital of the Company;“**Subsidiary**” for Plc means a company which is a subsidiary of the Company within the meaningof Section 46 of the Corporations Act 2001 (Australia).“**Vesting**” in relation to an Award, means a Participant becoming entitled to have the Sharestransferred or issued, subject to these rules and “**Vest**” shall be construed accordingly;“**Vesting Date**” means, as appropriate, either 31 December 2010 and/or 31 December 2011being the date at which time the service condition is satisfied.17 March 2009
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