14 August 2008 ROLLS-ROYCE AND GOODRICH PROPOSE ENGINE CONTROLS JOINT VENTURE

Rolls-Royce plc and Goodrich Corporation announced today that they have signed a Letter of Intent proposing the formation of a joint venture company, which would develop and supply engine controls for Rolls-Royce aero engines.

If the proposed joint venture goes ahead, it would enable the two companies to integrate their engine controls activity more closely. It would combine Goodrich's existing UK-based engine controls design and manufacturing business and Rolls-Royce's expertise in the integration of controls into the engine. Goodrich would retain the aftermarket products and services business associated with the joint venture's products.

Under the proposals, each of the contributing companies would own 50 per cent of the joint venture company. Both companies will begin discussions with employee representatives on proposed timescales for consultation.

Colin Smith, Director - Engineering & Technology, Rolls-Royce plc said: "This proposed joint venture would allow us to align our activities more closely, and reflects the importance we attach to the engine control system in optimising engine performance."

Curtis Reusser, Segment President, Electronics Systems, Goodrich said: "This arrangement would bring benefits to both our companies. Goodrich already works closely with Rolls-Royce and we believe closer integration would provide an even more efficient delivery of these important engine control systems."

Notes to editors

1. Goodrich's UK-based controls design and manufacturing is based in

Birmingham and Belfast, UK. Rolls-Royce aero controls engineers are based

in Bristol and Derby in the UK, Dahlewitz in Germany and Indianapolis in

the United States.

2. Around 1,100 UK-based Goodrich employees and 500 Rolls-Royce employees in

Europe and the US may transfer into the proposed joint venture.

3. Should it go ahead, the aim would be to complete the joint venture as soon

as possible, subject to regulatory review, consultation and approval which

is expected to take several months.

4. The engine control system ensures that the engine safely provides the

correct power in response to the pilot's demand. It does this by regulating the flow of fuel to the engine and adjusts many other variable features, which optimise the engine performance and ensure safety. The system also provides data to the aircraft avionic systems and for cockpit indication. It consists of electronic, hydraulic and mechanical components and depends for its function on high integrity software.

5. Rolls-Royce, a world-leading provider of power systems and services for use

on land, at sea and in the air, has established a strong position in global markets - civil aerospace, defence aerospace, marine and energy. The Group has a broad customer base comprising more than 600 airlines, 4,000 corporate and utility aircraft and helicopter operators, 160 armed forces, more than 2,000 marine customers, including 70 navies, and energy customers in nearly 120 countries. For more information visit http:// www.rolls-royce.com.

6. Goodrich Corporation, a Fortune 500 company, is a global supplier of

systems and services to aerospace, defense and homeland security markets. With one of the most strategically diversified portfolios of products in the industry, Goodrich serves a global customer base with significant worldwide manufacturing and service facilities. For more information visit http://www.goodrich.com.

For further information, please contact:

Nicky Louth-Davies Rolls-Royce plc Director of Corporate Communications Tel: +44(0) 207 227 9232

nicky.louth-davies@rolls-royce.com

Mark Alflatt Rolls-Royce plc Director of Financial Communications Tel: +44(0)207 227 9241 mark.alflatt@rolls-royce.com