Director Shareholding

Pennon Group PLC
10 September 2002


PENNON GROUP PLC

FOR IMMEDIATE RELEASE

DIRECTORS' SHAREHOLDINGS


The following changes in the interests in Directors' shareholdings arise from the Pennon Group Plc's
Share Capital Consolidation which resulted in every 111 existing ordinary shares of 100p each being
replaced with 100 new ordinary shares of 111p each.  These shares were admitted to trading on 2
September 2002 and notification was received by the Company of these interests on 9 September 2002.

(a)     Shareholdings - held by each Director:

                                                  Prior to Consolidation          After Consolidation

        Mr R J Baty                                               28,998                       26,124
        Sir Geoffrey H Chipperfield                                2,500                        2,252
        Mr C I J H Drummond                                       13,454                       12,120
        Mr D J Dupont                                             13,977                       12,591
        Mr A T Fletcher                                            1,534                        1,381
        Mr K G Harvey                                              2,527                        2,276
        Ms K M H Mortimer                                            285                          256

(b)     Restricted Share Plan - conditional interests in shares of each Executive Director:

                                                         Prior to Consolidation
                                                       Date of conditional award
                                               September              September             September
                                                    1999                   2000                  2001

        Mr R J Baty                               10,314                 17,954                18,087
        Mr C I J H  Drummond                      10,314                 17,954                18,087
        Mr D J Dupont                              4,361                  7,595                 7,813


                                                          After Consolidation
                                                       Date of conditional award
                                               September           September                September
                                                    1999                2000                     2001

        Mr R J Baty                                9,291              16,174                   16,294
        Mr C I J H Drummond                        9,291              16,174                   16,294
        Mr D J Dupont                              3,928               6,842                    7,038


        The above shares are held by Peninsula Trustees (Guernsey) Limited and represent the maximum
        number of shares to which each of the Executive Directors would become entitled under the
        Company's Restricted Share Plan if all the relevant criteria were met.

(c)     Performance Related Bonus Plan - conditional interest in shares of each Executive Director:

                                                Prior to Consolidation            After Consolidation

        Mr R J Baty                                              8,753                          7,885
        Mr C I J H Drummond                                      6,165                          5,554
        Mr D J Dupont                                            5,249                          4,728

        The above shares are held by Peninsula Trustees (Guernsey) Limited and it is a condition of
        the Performance Related Bonus Scheme that the shares so awarded to each of the three
        Executive Directors should normally be held for a period of three years, conditional upon
        continuous service with the Company.

(d)     Sharesave Scheme

        The number of options over Pennon Group Plc shares previously granted to each of the three
        Executive Directors of the Company (Messrs R J Baty, C I J H Drummond and D J Dupont) in
        accordance with the Company's Sharesave Scheme remain the same, save that the options after
        Consolidation are now over ordinary shares of 111 pence each.



10 September 2002
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