1. Introduction

1.1 AerCap Holdings N.V. (the Company) is a NYSE listed Dutch company with a one-tier board structure. This rotation schedule regulates the schedule of resignation and reappointment of Non-Executive Directors on the board of directors of AerCap Holdings N.V. (the Board of Directors).

1.2 This rotation schedule is established in view of best practise provision III.3.6 of the Dutch Corporate Governance Code and may be amended by a resolution of the Board of Directors.

2. Size

2.1 The Board of Directors shall consist of a maximum of twelve (12) Directors including one (1) Executive Director. The other Directors shall be Non-Executive Directors.

2.2 The Non-Executive Directors shall resign in accordance with the rota of resignation to be drawn up by the Board of Directors or at any other date in line with applicable law, the Company’s Articles of Association and/or the Company’s Rules for the Board of Directors, including its Committees.

3. Rota of Resignation

3.1 Initially each Non-Executive Director had been appointed for a period of 4 years ending on the date the annual general meeting of shareholders of the Company has been held in the year 2010.

3.2 The Board of Directors has the right to propose to the general meeting of shareholders to re-appoint the Non-Executive Directors which resign in accordance with this rota of resignation for a subsequent period as stipulated in article 15.3 of the Company's articles of association, with due observance of the limitation set forth in best practise provision III.3.5 of the Dutch Corporate Governance Code, that a director can be appointed not more than 3 times, each time for a maximum period of 4 years.

3.3 Upon proposal of the Board of Directors the annual general meeting of shareholders of the Company held on 9 May 2008 has re-appointed Mr. P. Korteweg and Mr. R.J. Bolger, who resigned on that date in accordance with this rota of resignation, for a period of 4 years until the date the annual general meeting of shareholders will be held in the year 2012.

3.4 Upon proposal of the Board of Directors the annual general meeting of shareholders of the Company held on 19 May 2009 has re-appointed Mr. M.J.L. Jonkhart, Mr. J.N. Chapman and Mr D.J. Teitelbaum, who resigned on that date in accordance with this rota of resignation, for an additional term of 4 years until the date the annual general meeting of shareholders will be held in the year 2013.

3.5 Upon proposal of the Board of Directors the annual general meeting of shareholders of the Company held on 27 May 2010 has re-appointed, in accordance with this rota of resignation, Mr. W.B. Ingersoll, Mr. R. G. Warden and Mr. G.P. Strong for an additional term of 4 years until the date the annual general meeting of shareholders will be held in the year 2014 and Mr. K. W. W. Heinemann for an additional term of 1 year until the date the annual general meeting of shareholders will be held in the year 2011. In addition, upon proposal of the Board of Directors, the annual general meeting of shareholders of the Company held on 27 May 2010 has appointed, in connection with the amalgamation with Genesis Lease Limited that took place on 25 March 2010, Mr. P. T. Dacier, Mr. N.B. Greene and Mr. R. M. Gradon for a term of 4 years until the date the annual general meeting of shareholders will be held in the year 2014.

3.6 Upon proposal of the Board of Directors the annual general meeting of shareholders of the Company held on 18 May 2011 has re-appointed Mr. P. Korteweg, who resigned on that date in accordance with this rota of resignation, for an additional term of four years until the date the annual general meeting of shareholders will be held in the year 2015. In addition, upon proposal of the Board of Directors, the annual general meeting of shareholders of the Company held on 18 May 2011 has appointed, in connection with the Waha transaction which closed on 11 November 2010, Mr. H.A.A.M. Al Shemmari and Mr. S.R.A.A. Al Naomi for a term of four years until the date the annual general meeting of shareholders will be held in the year 2015. In addition, Mr. R.J. Bolger, Mr. W.B. Ingersoll, Mr. D.J. Teitelbaum and Mr. N.B. Greene have voluntarily resigned, before the end of their term of appointment, as Non-Executive Directors effective as of 18 May 2011.

3.7 No appointments, re-appointments or resignations took place at the annual general meeting of shareholders of the Company held on 31 May 2012.

3.8 Each year the Board of Directors will agree which, if any, of the Non-Executive Directors will resign and which, if any, candidate Non-Executive Directors and/or Non-Executive Directors will be proposed to the general meeting of shareholders for appointment and re-appointment respectively.

4. Disclosure

4.1 This rotation schedule shall be posted on the Company’s website.