Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                             ROLLS-ROYCE GROUP PLC                             

5 March 2008

Rolls-Royce Group plc announces that on 3rd March 2008 ordinary shares in the
Company (Shares) were conditionally awarded at a price of 439.2 pence per share
to the following Executive Directors and other persons discharging managerial
responsibility ("PDMRs") under the terms of the Rolls-Royce Group plc
Performance Share Plan. No amount is payable for the grant of an Award.

Directors            No of Shares     
                                      
Sir John Rose           212,888       
                                      
J M Guyette             70,672        
                                      
A B Shilston            100,183       
                                      
C P Smith               70,356        
                                      
M J Terrett             91,075        
                                      
PDMR's                                
                                      
A Arendt                77,290        
                                      
C E Blundell            45,731        
                                      
T Brown                 45,731        
                                      
M Cowdry                51,594        
                                      
E T Curley              37,745        
                                      
Dr M Haidinger          38,787        
                                      
M King                  58,470        
                                      
Dr M Lloyd              67,541        
                                      
Dr M Orris              39,170        
                                      
J P Paterson            58,470        
                                      
T Rayner                41,920        

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the median of the constituent companies in the FTSE 100 Index on
the date of grant, the total number of shares realisable will be increased by
25 per cent. The number of shares set out in the table above is the maximum
which could be released before applying the potential 25 per cent uplift.

For further information, please contact:-

Mark Alflatt - Director of Financial Communications 020 7227 9164