Director Shareholding

Rolls-Royce PLC
5 April 2002

                                                                    5 April 2002

                                  Rolls-Royce plc

Rolls-Royce plc announces that on 4 April 2002 ordinary shares in the Company
(Shares) were conditionally awarded to Executive Directors under the terms of
the Rolls-Royce Deferred Annual Bonus Plan (the Plan) as follows:-

                                        No. of Shares

             Sir Ralph Robins                  43,740
             J  E  V Rose                      65,610
             J  P Cheffins                     41,007
             C H Green                         19,137
             J M Guyette                       46,270
             P Heiden                          41,007
             M G J W Howse                     21,949
             R T Turner                        30,618

The Plan is a deferred element of a performance related annual bonus arrangement
based on Company performance and the Shares will be transferred to the Executive
Directors from the Rolls-Royce Employee Share Trust in two years time provided
the Executive Director has remained an employee of the Rolls-Royce Group.

For further information, please contact:-

Peter Barnes-Wallis                          Colin Duncan
Director - Financial Communications          Director - Corporate Communications
Rolls-Royce plc                              Rolls-Royce plc
Tel:  [phone]                       Tel:   [phone]
Fax: [phone]                        Fax:   [phone]

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