Director/PDMR Shareholding

3 March 2010

ROLLS-ROYCE GROUP plc (amendment)

This announcement replaces the announcement made on 1 March 2010 and referenced
PRNUK-0303101015-0B4C.

Rolls-Royce Group plc announces that on 1 March 2010, ordinary shares in the
Company were transferred to the following executive directors and other persons
discharging managerial responsibility (together 'PDMRs') by EES Trustees
International Ltd (the trustee of the Rolls-Royce Group 2008 Employee Share
Trust ) in relation to awards made under the Rolls-Royce Group plc Performance
Share Plan ('the Plan'). In addition, the number of shares listed below were
sold on behalf of the executive directors and PDMRs to discharge tax
obligations arising from the release of the shares on 1 March 2010 at a price
of 558 pence per share.
 
                               No of shares       Number of Shares    Total Shares
                                                 Sold to Discharge     Transferred
                                                   Tax Liability                
                                                                               
Directors                                                                      
                                                                               
Sir John Rose                       204,192              83,719         120,473
                                                                               
Andrew Shilston                      94,672              38,816          55,856
                                                                               
Colin Smith                          69,612              28,541          41,071
                                                                               
Mike Terrett                         71,719              29,405          42,314
                                                                               
PDMR's                                                                         
                                                                               
John Cheffins                        47,893              23,095          24,798
                                                                               
Miles Cowdry                         51,049              20,931          30,118
                                                                               
Dr Michael Haidinger                 33,242                   -          33,242
                                                                               
Mark King                            23,205               9,515          13,690
                                                                               
John Paterson                        55,690              22,833          32,857
                                                                               
Antony Wood                          23,205               9,515          13,690

The shares have been released by the trustee in accordance with the rules of
the Plan following the satisfaction of performance conditions and the end of
the three-year vesting period applicable to the award.

For further information, please contact:-

Paul Davies - Deputy Company Secretary [phone]