Rolls-Royce Chairman

22 June 2004

                             Rolls-Royce Group plc                             

Rolls-Royce Group plc regrets to announce that due to a long convalescence,
Euan Baird has decided to resign as Chairman and as a director of the Company
with immediate effect. Lord Moore of Lower Marsh has been serving as Acting
Chairman in Euan Baird's absence and will serve as Interim Chairman until a
permanent successor to Euan Baird is appointed.

Lord Moore commented "Euan Baird has made a significant and lasting
contribution to Rolls-Royce in his period as Chairman and the Board is very
sorry that he has had to stand down".

The Nominations Committee, comprising all the non-executive directors and the
Chief Executive, has begun the search for a new Chairman.