Long-term incentive awards

The directors as at December 31, 2008 had the following deferred share awards arising out of the operation of the Annual Performance Related Award¹ plan:

	January 1, 2008	Vested during 2008	Granted during 2008	December 31, 2008
James Guyette	41,123	22,271	12,805	31,657
Sir John Rose	84,868	42,777	34,771	76,862
Andrew Shilston	46,871	23,634	20,313	43,550
Colin Smith	27,428	11,041	12,045	28,432
Mike Terrett	30,360	14,777	14,888	30,471

¹Under the Annual Performance Related Award plan (APRA), shares vest after two years. Shares went into trust in 2006, 2007 and 2008 at prices of 447.60p, 501.62p and 440.03p respectively. At December 31, 2008, the amounts stated in the emoluments table representing the 2008 APRA deferred shares had not yet been applied by the Trustee to purchase shares. An investment is expected to be made by March 31, 2009 when the trustee will acquire the required number of shares at the prevailing market price. The market value per share, which vested under APRA during 2008, was 432.14p.

Conditional awards, granted under the Rolls-Royce Group plc Performance Share Plan (PSP) to executive directors are set out below. The number of shares released will be dependent upon the achievement of the EPS and CPS targets over the three-year performance period and will be increased by 25 per cent if the TSR exceeds the median for the FTSE 100 companies over the three-year performance period.

								PSP
	January 1, 2008 Granted during 2008 TSR uplift at vesting1 Total vested during 2008 December 31, 2008 Performance period Date of grant Market price at date of grant
James Guyette	93,871 — 23,468 117,339 — Jan 1, 2005 to Dec 31, 2007 March 8, 2005 261.58p 72,670 — — — 72,670 Jan 1, 2006 to Dec 31, 2008 March 1, 2006 443.75p 60,669 — — — 60,669 Jan 1, 2007 to Dec 31, 2009 March 1, 2007 501.00p — 70,672 — — 70,672 Jan 1, 2008 to Dec 31, 2010 March 3, 2008 439.20p 227,210 70,672 23,468 117,339 204,011
Sir John Rose	263,782 — 65,946 329,728 — Jan 1, 2005 to Dec 31, 2007 March 8, 2005 261.58p 177,240 — — — 177,240 Jan 1, 2006 to Dec 31, 2008 March 1, 2006 443.75p 175,649 — — — 175,649 Jan 1, 2007 to Dec 31, 2009 March 1, 2007 501.00p — 212,888 — — 212,888 Jan 1, 2008 to Dec 31, 2010 March 3, 2008 439.20p 616,671 212,888 65,946 329,728 565,777
Andrew Shilston	109,596 — 27,399 136,995 — Jan 1, 2005 to Dec 31, 2007 March 8, 2005 261.58p 82,930 — — — 82,930 Jan 1, 2006 to Dec 31, 2008 March 1, 2006 443.75p 81,438 — — — 81,438 Jan 1, 2007 to Dec 31, 2009 March 1, 2007 501.00p — 100,183 — — 100,183 Jan 1, 2008 to Dec 31, 2010 March 3, 2008 439.20p 273,964 100,183 27,399 136,995 264,551
Colin Smith	22,403 — 5,601 28,004 — Jan 1, 2005 to Dec 31, 2007 March 8, 2005 261.58p 54,085 — — — 54,085 Jan 1, 2006 to Dec 31, 2008 March 1, 2006 443.75p 59,881 — — — 59,881 Jan 1, 2007 to Dec 31, 2009 March 1, 2007 501.00p — 70,356 — — 70,356 Jan 1, 2008 to Dec 31, 2010 March 3, 2008 439.20p 136,369 70,356 5,601 28,004 184,322
Mike Terrett	83,179 — 20,795 103,974 — Jan 1, 2005 to Dec 31, 2007 March 8, 2005 261.58p 60,638 — — — 60,638 Jan 1, 2006 to Dec 31, 2008 March 1, 2006 443.75p 61,693 — — — 61,693 Jan 1, 2007 to Dec 31, 2009 March 1, 2007 501.00p — 91,075 — — 91,075 Jan 1, 2008 to Dec 31, 2010 March 3, 2008 439.20p 205,510 91,075 20,795 103,974 213,406

¹ Under the rules of the PSP, the number of shares vesting in 2008 was increased by 25 per cent as the TSR exceeded the median of the FTSE 100 companies during the three-year performance period to December 31, 2007. The market value per share, which vested under the PSP during 2008, was 413.73p.