ROLLS-ROYCE PENSION FUND MEMBERS ACCEPT CHANGES

16 December 2003

                ROLLS-ROYCE PENSION FUND MEMBERS ACCEPT CHANGES                

Rolls-Royce and its Trade Union national officials and shop stewards announced
today (16/12/03) that in the recent ballots on changes to the Rolls-Royce
Pension Fund, 54% voted to accept the company's proposal to change the terms of
the Pension Fund.

Commenting on the vote, Human Resources Director John Rivers said, "The
existing pension deficit must be managed for the long-term security of the Fund
and its members. The proposal which has today been accepted achieves the right
balance between increased company contributions and reductions in member
benefits so that we can continue to offer an affordable and competitive defined
benefit scheme".

Steve Wright, Chair of the Rolls-Royce trade union Central Negotiating
Committee said, "Today's `yes' vote by the trade union members of the pension
fund is the end of a long and difficult process that has seen Rolls-Royce meet
many of the union's demands.

"Amicus believe that today's `yes' vote is a responsible solution that will
provide long term stability in the scheme and guarantee our members future
pensions."

ends

For further details contact:

Colin Duncan

Director - Corporate Communications

Tel: [phone]

Maria Darby-Walker

Head of Corporate Media Relations

Tel: [phone]

Catherine Bithell

Amicus

Tel: [phone]