Re Agreement

Rolls-Royce PLC
11 June 2002

11 June 2002


   ROLLS-ROYCE WINS US$178 MILLION AE 3007 ENGINE BUSINESS WITH CHAUTAUQUA


Rolls-Royce announced today (11 June 2002) that it has received US$127 million
worth of firm AE 3007 engine business for Embraer regional jets to be operated
by Indianapolis based Chautauqua Airlines under contract to Delta Connection. In
addition, the engines will be covered by Chautauqua's existing Total Care
maintenance agreement, worth a further US$51 million to Rolls-Royce.



The order is for 22 firm aircraft - seven ERJ 145s and 15 ERJ 135s - and 30
options. Currently, these aircraft will be the only AE 3007-powered ERJs to be
operated on behalf of Delta Connection.



Bryan Bedford, President and CEO, Chautauqua Airlines, said: 'We are pleased to
join the Delta Connection family of quality regional carriers.  With nearly 50
Embraer aircraft in service with us today, we are confident that this excellent
engine-airframe combination will support the needs of our new partner and
continue to be instrumental in our success as we continue to expand our airline.'



Ian Aitken, Executive Vice President - Airlines Americas, Rolls-Royce, said:
'Today's announcement reflects the strong market acceptance of Embraer's 37-50
seat regional jets powered by our highly reliable AE 3007 turbofan. Our
customers benefit from the excellent operating economics and unmatched
flexibility, a combination that has led to the deserved popularity of this
programme.'



Delivery of the aircraft announced today to Chautauqua will begin later this
year. The airline's current AE 3007-powered ERJ fleet totals 50 aircraft,
including 38 ERJ 145s and 12 ERJ 140s, with another three ERJ 140 deliveries
planned between now and August 2002. Chautauqua has a 10-year Total Care
agreement with Rolls-Royce that covers maintenance and support of the airline's
AE 3007 turbofans. Over 80 percent of Embraer ERJ operators have Total Care
agreements with Rolls-Royce.



A wholly owned subsidiary of Republic Airways Holdings, Inc., Chautauqua
Airlines offers scheduled passenger service on approximately 355 flights daily
to 42 cities in 18 states and Canada through codesharing agreements with three
major U.S. airlines. All of its flights are operated as either
AmericanConnection, America West Express or US Airways Express.  The new
aircraft will operate as Delta Connection.  The airline employs more than 1,300
aviation professionals.



Delta Connection participating airlines include Delta's wholly owned
subsidiaries Atlantic Southeast Airlines and Comair, and additional contract
regional carriers Atlantic Coast Airlines and SkyWest Airlines, and codeshare
partner American Eagle. Operating more than 250 regional jets throughout North
America, Delta Connection controls the largest regional jet fleet in the world.
The company is a wholly owned subsidiary of Atlanta, Georgia-based Delta Air
Lines, which operates Rolls-Royce Trent 800-powered Boeing 777 aircraft.



Firm and option orders for Embraer twin-engine corporate and regional jets total
nearly 1,600. The 7,000lb-9,000lb thrust AE 3007, which has accumulated 5
million engine hours since entering service in 1996, also powers the new Embraer
Legacy, the Cessna Citation X business jet and the Brazilian SIVAM military
surveillance aircraft.





NOTE TO EDITORS:



Rolls-Royce is a global company providing power for land, sea and air. It
employs some 40,000 people in more than 30 countries, including over 25,000 in
the UK, 5,000 in the rest of the Europe and over 8,000 in North America. The
company has a balanced business portfolio with leading positions in civil
aerospace, defence aerospace, marine and energy markets. With annual sales of
around £6 billion and a forward order book of nearly £17 billion, its technology
is applied over a wide range of products that generate high-value services
throughout their operational lives.



Rolls-Royce engines power commercial aircraft in every segment of the market. It
has customers using both fixed and rotary wing aircraft in over 150 countries,
including more than 500 airlines, 4,000 corporate and utility operators and 160
armed forces.



Rolls-Royce is also a global leader in marine propulsion, engineering and
hydrodynamic expertise, with a broad product range and full systems integration
capability. More than 2,000 commercial marine customers and over 50 navies use
Rolls-Royce propulsion systems and products in 20,000 ships. Navies alone
operate 1,000 gas turbines.



In the energy markets, the company has supplied more than 5,000 units to
customers in nearly 120 countries and is investing in new products and
capabilities for the oil and gas industry and for distributed electricity
generation.



The company has some 53,000 gas turbines in service worldwide and has pioneered
gas turbine technology for aerospace, electricity generation and marine
propulsion. It is involved in major future programmes in these fields, including
the world-leading Trent aero engine family, WR-21 marine engine, leading-edge
water jet propulsion systems, and combat engines for Eurofighter Typhoon and the
F-35 Joint Strike Fighter.



For more information, please contact:



Leslie Wilder
Senior Manager, Corporate Communications
Rolls-Royce North America, Inc.
Tel: [phone]
Fax: [phone]
Email: [e-mail]

Peter Barnes-Wallis
Director - Financial Communications
Rolls-Royce plc
Tel: [phone]
Fax: [phone]
Email: [e-mail]


Website:  www.rolls-royce.com



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