Share options

The directors held the following options under the Rolls-Royce 1999 Executive Share Option Plan, all of which have vested and are capable of exercise unless otherwise indicated, and the Rolls-Royce International ShareSave Plan.

All employees were eligible for options under the International ShareSave Plan and the 2003 (five year) plan matured on December 1, 2008

	January 1, 2008	Granted in 2008	Lapsed in 2008	Exercised in 2008	December 31, 2008	Exercise price	Market price at date exercised	Aggregate gains 2008 £000	Aggregate gains 2007 £000	Exercisable dates
James Guyette1	1,397       1,397 298p2       2009 683       683 416p2       2011 2,080       2,080 337p3     2,082
Colin Smith4	15,444       15,444 194p5       2009-2010 6,362     6,362   142p2 286p 9   2009 2,396       2,396 108p2       2009 1,233       1,233 298p2       2011 25,435     6,362 19,073 190p3   9 235
Mike Terrett	180,556       180,556 216p6       2009-2011 6,900       6,900 142p2       2009 187,456       187,456 213p 3

¹On February 2, 2009, James Guyette exercised a ShareSave option under the Rolls-Royce International ShareSave Plan and was allotted 65 ordinary shares.

² ShareSave plans.

³ Weighted average exercise price of December 31, 2008 balance.

⁴On February 2, 2009, Colin Smith exercised a ShareSave option under the Rolls-Royce International ShareSave Plan and was allotted 2,396 ordinary shares.

⁵ Granted under the Rolls-Royce 1999 Executive Share Option Plan. The only performance criteria is that the growth in EPS must exceed UK RPI over a rolling three-year period.

⁶ Granted in 2001 under the Rolls-Royce 1999 Executive Share Option Plan with additional performance and personal shareholding requirements. Vesting of these Supplementary options is subject to attainment of significant personal shareholding targets and the requirement that the growth in EPS exceeds an average of six per cent year on year as well as exceeding the UK RPI by three per cent per year over a rolling three-year period. The increases are measured from the year 2000 or the base year of the rolling three-year period, whichever is the more stringent. All options were granted at the market value on the date of issue and no discount was applied. No options were varied during the year and no consideration was paid for the grant of options. The market price of the Company's ordinary shares ranged between 249p and 547p during 2008. The closing price on December 31, 2008 was 335.50p.