Directors' share interests

The directors who held office at December 31, 2008 and their connected persons had the following interests in the ordinary shares and B Shares¹ of the Company in respect of which transactions are notifiable to the Company under DTR 3.1.2R of the Disclosure Rules and Transparency Rules as shown in the following table:

	Ordinary shares			B Shares
	January 1, 2008 *	Changes in 2008	December 31, 2008 §	January 1, 2008 *	Changes in 2008	December 31, 2008 §
James Guyette	255,152	95,729	350,881	—	—	—
Sir John Rose2	864,276	222,042	1,086,318	—	—	—
Andrew Shilston	260,626	103,111	363,737	—	—	—
Colin Smith	71,901	31,864	103,765	—	—	—
Mike Terrett	293,786	79,031	372,817	—	—	—
Helen Alexander CBE	1,000	21	1,021	—	—	—
Peter Byrom	159,383	44,576	203,959	—	—	—
Iain Conn	8,386	3,355	11,741	28,504	(28,504)	—
Professor Peter Gregson	—	1,219	1,219	—	—	—
Dr John McAdam3	—	—	—	—	—	—
John Neill CBE4	—	—	—	—	—	—
John Rishton	519	2,878	3,397	—	—	—
Simon Robertson	27,233	10,992	38,225	—	—	—
Ian Strachan	11,500	—	11,500	—	—	—
Carl Symon5	7,049	52	7,101	—	—	—

* or date of appointment if later.
§ or date of retirement if earlier.

¹Non-cumulative redeemable convertible preference shares of 0.1p each.

²Sir John Rose had a non-beneficial interest in 45,191 (2007: 43,932) ordinary shares.

³Dr John McAdam was appointed as a non-executive director with effect from February 19, 2008.

⁴John Neill CBE was appointed as a non-executive director with effect from November 13, 2008.

⁵Carl Symon retired as a non-executive director with effect from May 7, 2008.

Director’s interests in the Company’s share plans are shown separately on pages: Share Incentive Plan; share options; Annual Performance Related Award plan; and page Performance Share Plan. No director had any other interests, beneficial or otherwise, in the share capital of the Company or any of its subsidiaries as at December 31, 2008.

Changes in the interests of the directors between December 31, 2008 and February 11, 2009 are listed below:

• On January 2, 2009, Simon Robertson was allotted 2,186,470 non-cumulative redeemable preference shares of 0.1p each (C Shares).
• On January 6, 2009, the following directors purchased ordinary shares under the C Share Reinvestment Plan: James Guyette 5,502; Andrew Shilston 5,703; Colin Smith 1,526; Mike Terrett 5,845; Peter Byrom 3,194; Iain Conn 173; Professor Peter Gregson 15 and John Rishton 43.
• The following directors purchased ordinary shares under arrangements made for non-executive directors to purchase shares on a monthly basis using a percentage of their after tax fees:
  On January 7, 2009, Iain Conn 276; Professor Peter Gregson 108; John Neill CBE 276; and John Rishton 276 and on February 9, 2009, Iain Conn 297; Professor Peter Gregson 116; John Neill CBE 297; and John Rishton 297.
• On February 2, 2009, Colin Smith exercised a ShareSave option under the Rolls-Royce International ShareSave Plan and was allotted 2,396 ordinary shares.
• On February 2, 2009, James Guyette exercised a ShareSave option under the Rolls-Royce International ShareSave Plan and was allotted 65 ordinary shares.

'Partnership Shares’ held in trust under the Share Incentive Plan¹

	Ordinary shares
	January 1, 2008	Changes in 2008	December 31, 2008
Sir John Rose 2,3	3,214	(875)	2,339
Andrew Shilston 2,3	2,944	(603)	2,341
Colin Smith 2,3	3,214	(875)	2,339
Mike Terrett2,3	3,213	(871)	2,342

'Free Shares' held in trust under the Share Incentive Plan¹

	Ordinary shares
	January 1, 2008	Changes in 2008	December 31, 2008
Sir John Rose 4	6,593	(3,906)	2,687
Andrew Shilston 4	4,989	(319)	4,670
Colin Smith 4	2,352	751	3,103
Mike Terrett4	1,395	41	1,436

'Unrestricted Shares' held in trust under the Share Incentive Plan¹

	Ordinary shares
	January 1, 2008	Changes in 2008	December 31, 2008
Sir John Rose 3,5	208	5,470	5,678
Andrew Shilston 3,5	—	2,235	2,235
Colin Smith 3,5	208	1375	1,583
Mike Terrett3,5	106	1,367	1,473

¹ Under the Share Incentive Plan (SIP),‘Free Shares’ and ‘Partnership Shares’ held in trust for more than five years are classified as ‘Unrestricted’ and are no longer subject to income tax or national insurance contributions on withdrawal. ‘Unrestricted Shares’ can be held in Trust under the SIP for as long as the participant remains an employee of the Company.

² On January 2, 2009, C Shares were awarded under the ‘Partnership Shares’ element of the SIP to Sir John Rose 138,080; Andrew Shilston 138,195; Colin Smith 138,080 and Mike Terrett 138,080.

³ Sir John Rose, Andrew Shilston, Colin Smith and Mike Terrett purchased 36 ordinary shares each on January 7, 2009 and 38 ordinary shares each on February 9, 2009 under the HM Revenue & Customs approved Share Incentive Plan. On January 7, 2009 and February 9, 2009 the ordinary shares held as Partnership Shares by Sir John Rose 81 and 78; Andrew Shilston 82 and 78; Colin Smith 81 and 78 and Mike Terrett 83 and 79 were classified as Unrestricted Shares.

⁴ On January 2, 2009, C Shares were awarded under the ‘Free Shares’ element of the SIP to Sir John Rose 153,697; Andrew Shilston 267,124; Colin Smith 177,492 and Mike Terrett 82,140.

⁵ On January 2, 2009, C Shares were awarded under the ‘Unrestricted Shares’ element of the SIP to Sir John Rose 315,744; Andrew Shilston 118,804; Colin Smith 81,510 and Mike Terrett 75,389.