Director/PDMR Shareholding

3 March 2010

ROLLS-ROYCE GROUP plc (amendment)

This announcement replaces the announcement made on 1 March 2010 and referenced
PRNUK-0303101001-D0EE

Rolls-Royce announces that on 1 March 2010, ordinary shares in the company were
transferred to the following executive directors and persons discharging
managerial responsibility (PDMR's) by EES Trustees International Ltd (the
trustee of the Rolls-Royce Group 2008 Employee Share Trust) in relation to
deferred awards made under the Company's Annual Performance Related Award plan
(APRA) in 2008. In addition the Directors sold the number of shares listed
below to discharge their tax obligations arising from the release of the shares
on 1 March 2010 at a price of 558 pence per share.

                                 APRA Award        Number of Shares    Total Shares
                                 Exercisable      Sold to Discharge     Released to
                                                     Tax Liability     Certificate
                                                                               
Directors                                                                      
                                                                               
Sir John Rose                        37,360              15,318          22,042
                                                                               
Andrew Shilston                      21,824               8,948          12,876
                                                                               
Colin Smith                          12,940               5,306           7,634
                                                                               
Mike Terrett                         15,996               6,559           9,437
                                                                               
PDMR's                                                                         
                                                                               
Tom Brown                             3,717               1,524           2,193
                                                                               
John Cheffins                        12,095               5,833           6,262
                                                                               
Miles Cowdry                          5,648               2,316           3,332
                                                                               
Dr Michael Haidinger                  5,022                   -           5,022
                                                                               
Mark King                             8,995               3,688           5,307
                                                                               
John Paterson                        10,407               4,267           6,140
                                                                               
Tim Rayner                            5,733               2,351           3,382
                                                                               
Antony Wood                           6,793               2,786           4,007

The shares have been held in trust for two years and have been released by the
trustee in accordance with the rules of the Plan.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]