AGM Resolutions

Northumbrian Water Group PLC
28 July 2005


                                                                    28 July 2005

                          Northumbrian Water Group plc
                                (the "Company")

    Notice of Ordinary/Special Resolutions passed at Annual General Meeting
                                  28 July 2005

The Company announces that two copies of the resolutions, the text of which is
provided below, passed at the Annual General Meeting of the Company held today,
together with two copies of the amended Articles of Association have been sent
to the UKLA's Document viewing facility and will shortly be available for
inspection.

ORDINARY RESOLUTIONS

IT WAS RESOLVED:

1.      THAT the Company and its subsidiaries be and are hereby authorised to
make Donations to EU Political Organisations and to incur EU Political
Expenditure in an aggregate amount not exceeding £25,000 during the period
beginning with the date of this resolution and ending at the close of the annual
general meeting of the Company to be held in 2006 or 27 October 2006 (whichever
is the sooner). For the purposes of this resolution, the terms "Donations", "EU
Political Organisations" and "EU Political Expenditure" have the meanings set
out in section 347A of the Companies Act 1985.

2.      THAT the directors be given power under Section 80(1) of the Companies
Act 1985 (the Act) to exercise all the powers of the Company to allot relevant
securities (as defined in the Act) up to an aggregate nominal amount of
£17,287,461 at any time or times during the period from the date of passing this
resolution until conclusion of the annual general meeting of the Company to be
held in 2006 or 27 October 2006 (whichever is the sooner) unless any offer or
agreement is made before the end of that period in which case the directors may
allot relevant securities pursuant to such offer or agreement as if the power
granted by this resolution had not expired.


SPECIAL RESOLUTIONS

IT WAS RESOLVED:

3. THAT the directors be and are hereby empowered pursuant to Section 95 of the
Companies Act 1985 (the Act) to allot equity securities (within the meaning of
Section 94 of the Act) for cash pursuant to the authority conferred by the
previous resolution as if sub-section (1) of Section 89 of the Act did not apply
to any such allotment, provided that this power shall be limited:
(a)    to the allotment of equity securities in connection with a rights issue
in favour of ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are proportionate (as
nearly as may be) to the respective number of ordinary shares held by them; and
(b)   to the allotment (otherwise than pursuant to sub-paragraph (a) above) of
equity securities up to an aggregate nominal amount of £2,593,119;
and this power shall expire on the date of the annual general meeting of the
Company to be held in 2006 or 27 October 2006 (whichever is the sooner), save
that the Company may before such expiry make an offer or agreement which would
or might require equity securities to be allotted after such expiry and the
directors may allot securities in pursuance of such an offer or agreement as if
the power conferred hereby had not expired.

4. THAT the Company is generally and unconditionally authorised, for the
purposes of Section 166 of the Companies Act 1985 (the Act) to make one or more
market purchases (as defined in Section 163 of the Act as amended) out of
distributable profits of ordinary shares of 10 pence each of the Company
(Ordinary Shares) to be held by the Company as treasury shares in accordance
with Sections 162A to 162C of the Act or dealt with by the Company in accordance
with Section 162D of the Act, provided that:
(a)    the Company may not purchase more than 5,186,238 Ordinary Shares;
(b)   the Company may not pay less than 10 pence for each Ordinary Share;
(c)    the Company may not pay more than 5% over the average of the middle
market price of the Ordinary Shares based on the London Stock Exchange Daily
Official List, for the five business days immediately preceding the day on which
the Company agrees to purchase the Ordinary Shares; and
(d)   this authority shall expire at the conclusion of the annual general
meeting of the Company to be held in 2006 or on 27 October 2006 (whichever is
the sooner).

5. THAT the Company's Articles of Association be altered by making the following
amendments:

(a)    the words "and subject to Article 33.5 below" in Article 33.2 be deleted;
(b)   the words "Subject to Article 33.5 below," in Articles 33.3 and 33.4 be
deleted; and
(c)    Article 33.5 be deleted.

6. THAT the Company's Articles of Association be altered by the deletion of the
current Article 60 and that it be replaced by the new Article 60 set out below:

"60. Indemnity

60.1    Without prejudice to any indemnity to which he may otherwise be
entitled, any person who is or was at any time a Director, alternate Director,
officer or employee of the Company (excluding any present or former Auditors)
shall be entitled to be indemnified by the Company against all costs, charges,
losses, expenses (including, without limiting the foregoing, legal expenses) and
liabilities incurred by him in the execution and discharge of his duties or in
relation thereto which relate to anything done or omitted or alleged to have
been done or omitted by him as an officer or employee of the Company to the
extent permitted by the Companies Acts (which shall include, for the avoidance
of doubt, the Companies (Audit, Investigations and Community Enterprise) Act
2004). The Company may effect insurance in respect of its liability under this
indemnity."

Further Enquiries:
Finsbury: 020 7251 3801
Andrew Mitchell
Sally Hogan




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