Re Agreement

20 February 2003

   ROLLS-ROYCE AND LUFTHANSA TECHNIK ANNOUNCE JOINT VENTURE FOR TRENT ENGINE   
                                  MAINTENANCE                                  

Lufthansa Technik AG (LHT) and Rolls-Royce announced today (20 February) that
they are to form a 50-50 joint venture specialising in repair and overhaul of
three types of Rolls-Royce Trent engine.

The new operation will be called N3 Engine Overhaul Services. The joint
venture's operational site will be decided by 2004 on the basis of which
European location offers the most competitive advantage.

Subject to approval by the relevant competition authorities, N3 Engine Overhaul
Services will start operations in 2007, overhauling state-of-the-art Trent
engines for Airbus A330, A340-500/600 and A380 series aircraft for customers in
Europe, the Americas and Africa.

The joint venture workforce will grow to around 250 by the end of the first
year of operations and is expected to increase to around 450 after three years.
In its first year, N3 Engine Overhaul Services expects to overhaul about 50
engines and to double that total within two years. The facility will have the
capacity to handle 200 engines a year. The investment of the two partners for
the joint venture totals more than 100 million Euros.

Servicing the Trent engines of Lufthansa's own planned fleet is expected to
account for up to 40 per cent of its work volume. A similar volume of work is
expected to come from engines covered by Rolls-Royce's Total Care agreements.

Lufthansa has chosen Trent series engines for all three types of its new Airbus
wide-body aircraft. The airline's recent selection of the Trent 700 for its
A330s followed orders for the Trent 500 on its A340-600s and Trent 900s to
power its A380 superjumbos.

Lufthansa Technik executive-board chairman August Wilhelm Henningsen said:
'This decision to form a joint venture with Rolls-Royce is a strategic
milestone for Lufthansa Technik in large engine overhaul for the foreseeable
future.

'The cooperation between Lufthansa Technik and Rolls-Royce will enable N3
Engine Overhaul Services to offer its customers servicing of the modern Trent
engines. This venture complements LHT's time-tested servicing of GE, CFMI, IAE
and Pratt & Whitney engines, which we will continue to offer. The new venture
provides the Lufthansa Group with complete confidence to schedule the servicing
of those 120 Trent engines it has already ordered.

'Entering into this joint venture with Rolls-Royce widens the engine overhaul
portfolio for Lufthansa Technik and its customers'.

Ian Lloyd, Director - Services, Rolls-Royce, said: ' For LHT to decide to
create a joint venture with Rolls-Royce is testimony to the market position of
the Trent family and the confidence they have in our product. Our relationship
with Lufthansa provides an excellent foundation for this joint venture. It is a
business model with which Rolls-Royce is familiar and which is already working
successfully to the benefit of Trent operators around the world.

'We're delighted to work with Lufthansa Technik with its renowned technical
services experience. This development complements our own plans for expanding
our aftermarket activities'.

In addition to engine servicing, N3 Engine Overhaul Services will carry out the
repair of engine parts, a field in which both companies have an established
international reputation for innovative cutting edge technologies.

For more information please contact:

Martin Johnson

Head of Communications - Civil Aerospace

Rolls-Royce plc

Tel: [phone]

E-Mail: [e-mail]