Re Agreement

December 19, 2003

    ROLLS-ROYCE AND EXPRESSJET SIGN TOTALCARE AGREEMENTS WORTH $720 MILLION    

Chantilly, VA - Rolls-Royce has signed a TotalCareTM agreement with Houston,
Texas-based ExpressJet to extend the existing agreement covering 170 ERJ 135s
and 145s and to include the carrier's fleet of 104 Embraer ERJ 145-XR aircraft,
all powered by the AE 3007 engine. The total deal is valued at $720 million
through April 2015.

"The AE 3007 engine entered revenue service on the ERJ 145 in April 1997, with
ExpressJet as the North American launch customer. We are delighted to extend
this relationship further under this agreement," said Simon Carlisle, Vice
President of Customer Business for Rolls-Royce North America. "With TotalCare,
we manage all engine maintenance, repair and overhaul activity, based on our
extensive knowledge of the engine. We provide operators with stable and
predictable engine maintenance expenses, and can reduce maintenance costs
associated with unscheduled events," added Carlisle. "TotalCare allows airlines
to select from a menu of support services and to customize their requirements.
The agreement gives operators complete visibility of maintenance costs and
removes the need for large capital investment in overhaul facilities."

TotalCare, which provides services to Rolls-Royce airline customers around the
world, has achieved the following milestones:

  * Selected by 61% of Trent operators;
   
  * Selected by 90% of regional operators;
   
  * 2800 engines managed under TotalCare; and
   
  * TotalCare customers come from all sectors of the airline industry and areas
    of the world.
   
For more information, please contact:

Ms. Benét J. Wilson

Senior Manager, Corporate Communications

Rolls-Royce North America Inc.

Tel: [phone]

Fax: [phone]

Mobile: [phone]

Email: [e-mail]

Website: www.rolls-royce.com