Director/PDMR Shareholding

UNITED UTILITIES GROUP PLC                           

                      DIRECTORS' AND PDMRS' SHAREHOLDINGS                      

                  NOTIONAL AND ACTUAL DIVIDEND REINVESTMENTS                   

                                2 FEBRUARY 2012                                

Performance Share Plan

Under the rules of the performance share plan, awards are subject to uplift for
notional dividends made or paid during the performance period. Accordingly, the
dividend shares shown below have been notionally added to and form part of the
award. In respect of the interim dividend of 10.67 pence per share paid on 1
February 2012, the number of additional shares granted has been calculated
using the closing share price on 1 February 2012 of 609.00 pence per share. The
figures reflect the maximum number of shares over which the option might be
exercised. The actual number will depend upon the extent to which the
established performance conditions are satisfied over the performance period.
The awards are issued for nil consideration and may be exercised at nil cost to
the participant.

Awarded 23 June 2009 - Performance period 1 April 2009 to 31 March 2012

Name of person            Original    Cumulative Shares added     Balance
discharging managerial                balance on for dividend     carried
responsibilities            no. of         which       paid 1     forward
                          Ordinary      notional     February            
                            shares dividend paid         2012            
                           awarded                                       
                                                                         
Gaynor Kenyon               16,467        19,291          337      19,628
                                                                         
Steven Fraser               19,900        23,312          408      23,720

Awarded 12 July 2010 - Performance period 1 April 2010 to 31 March 2013

  Name of director/    Original      Cumulative  Shares added   Balance  
   senior manager       no. of       balance on  for dividend   carried  
     discharging       Ordinary           which        paid 1   forward  
     managerial         shares         notional February 2012            
  responsibilities      awarded   dividend paid                          
                                                                         
Paul Worthington           22,091        24,172           423      24,595
                                                                         
Gaynor Kenyon              14,923        16,328           286      16,614
                                                                         
Steven Fraser              18,034        19,732           345      20,077
                                                                         
Russ Houlden               47,578        52,061           912      52,973

Awarded 8 July 2011 - Performance period 1 April 2011 to 31 March 2014

Name of person           Original    Cumulative  Shares added     Balance
discharging                no. of    balance on  for dividend     carried
managerial               Ordinary         which        paid 1     forward
responsibilities           shares      notional February 2012            
                          awarded dividend paid                          
                                                                         
Steve Mogford              75,020        77,586         1,359      78,945
                                                                         
Russ Houlden               46,166        47,745           836      48,581
                                                                         
Paul Worthington           20,197        20,888           365      21,253
                                                                         
Gaynor Kenyon              14,427        14,920           261      15,181
                                                                         
Steven Fraser              18,961        19,609           343      19,952
                                                                         
Sally Cabrini              17,724        18,330           321      18,651
                                                                         
Neil Colman                13,190        13,641           238      13,879
                                                                         
Anthony Conway             13,190        13,641           238      13,879
                                                                         
Gary Dixon                 12,937        13,379           234      13,613
                                                                         
Simon Gardiner             16,949        17,528           307      17,835

Matching Share Award Plan

Under the rules of the matching share award plan, awards are subject to uplift
for notional dividends made or paid during the performance period. Accordingly,
the dividend shares shown below have been notionally added to and form part of
the award. In respect of the interim dividend of 10.67 pence per share paid on
1 February 2012, the number of additional shares granted has been calculated
using the closing share price on 1 February 2012 of 609.00 pence per share. The
figures reflect the maximum number of shares over which the option might be
exercised. The actual number will depend upon the extent to which the
established performance conditions are satisfied over the performance period.
The awards are issued for nil consideration and may be exercised at nil cost to
the participant.

Awarded 8 July 2011 Performance period 1 April 2011 to 31 March 2014

Name of director/          No. of    Cumulative  Shares added     Balance
senior manager           Ordinary    balance on  for dividend     carried
discharging                shares         which        paid 1     forward
managerial                awarded      notional February 2012            
responsibilities                  dividend paid                          
                                                                         
Steve Mogford           16,313           16,871           295      17,166
                                                                         
Russ Houlden            21,140           21,863           383      22,246
                                                                         
Sally Cabrini            9,025            9,333           163       9,496
                                                                         
Steven Fraser            9,965           10,305           180      10,485
                                                                         
Gaynor Kenyon            2,595            2,683            47       2,730

Deferred Share Award Plan

Under the rules of the deferred share award scheme (`the scheme') awards are
subject to uplift for notional dividends made or paid during the vesting
period. Accordingly the dividend shares shown below have been notionally added
to and form part of the award. In respect of the interim dividend of 10.67
pence per share paid on 1 February 2012, the number of additional shares
awarded has been calculated using the closing share price on 1 February 2012 of
609.00 pence per share. Under the terms of the scheme, awards will (which are
structured as options to acquire shares in the company with a zero exercise
price) be satisfied by using shares purchased in the market or by payment of a
cash amount equal to the market value, on the date of exercise, of the shares
(including dividend equivalent shares) held. Newly issued or treasury shares
cannot be used to satisfy awards under this plan.  No directors of the company
can participate in the scheme. The awards will normally become capable of
exercise after the end of the vesting period and must be exercised within 90
days thereafter. The ability to exercise an award is not subject to satisfying
a performance target.

Vesting period 23 June 2009 - 23 June 2012

Name of director/           No. of    Cumulative      Shares     Balance
senior manager            Ordinary    balance on   added for     carried
discharging managerial      shares         which    dividend     forward
responsibilities           awarded      notional      paid 1            
                                   dividend paid    February            
                                                        2012            
                                                                        
Sally Cabrini                4,477         5,242          91       5,333
                                                                        
Gary Dixon                   4,459         5,221          91       5,312
                                                                        
Steven Fraser                6,766         7,925         138       8,063

Vesting period 28 July 2010 - 28 July 2013

Name of director/          No. of    Cumulative  Shares added     Balance
senior manager           Ordinary    balance on  for dividend     carried
discharging                shares         which        paid 1     forward
managerial                awarded      notional February 2012            
responsibilities                  dividend paid                          
                                                                         
Sally Cabrini               6,631         7,255           127       7,382
                                                                         
Gary Dixon                 13,621        14,902           260      15,162
                                                                         
Simon Gardiner              6,005         6,570           115       6,685

Matched Share Investment Schemes

Russ Houlden - awarded 1 October 2010

As part of the terms of Russ Houlden's recruitment, the company established a
matched share incentive scheme for him as sole participant by which the company
undertook to match an investment of 36,710 shares made by Mr Houlden himself
upon his appointment provided he remains with the company until October 2015. 
The award is subject to uplift for notional dividends made or paid during the
period. In respect of the interim dividend of 10.67p per share paid on 1
February 2012, the number of additional shares granted has been calculated
using the closing share prices on 1 February 2012 of 609.00 pence per share.

     No. of    Cumulative Shares added     Balance
   Ordinary    balance on for dividend     carried
     shares         which       paid 1     forward
    awarded      notional     February            
            dividend paid         2012            
                                                  
     36,710        38,655          677      39,332

Steve Mogford - awarded 27 May 2011

As part of the terms of Steve Mogford's recruitment, the company established a
matched share incentive scheme for him as sole participant by which the company
undertook to match an investment of 86,742 shares made by Mr Mogford himself
upon his appointment provided he remains with the company until January
2016. The award is subject to uplift for notional dividends made or paid during
the period. In respect of the interim dividend of 10.67p per share paid on 1
February 2012, the number of additional shares granted has been calculated
using the closing share prices on 1 February 2012 of 609.00 pence per share.

     No. of    Cumulative Shares added     Balance
   Ordinary    balance on for dividend     carried
     shares         which       paid 1     forward
    awarded      notional     February            
            dividend paid         2012            
                                                  
     86,742        89,710        1,571      91,281

Share Incentive Plan

Notification was been received today that the Trustee, Equiniti Share Plan
Trustees Limited, purchased ordinary shares of 5p each on behalf of the
following directors/PDMRs on 1 February 2012, as dividend reinvestment shares
in accordance with the rules of the Company's HMRC approved share incentive
plan. The shares were purchased at a price of 610.0 pence per share.

 Name of director/person      Balance held    No. of Shares Revised balance
 discharging managerial           prior to        purchased                
     responsibility               dividend                                 
                                  purchase                                 
                                                                           
Steven Fraser                        1,980               33           2,013
                                                                           
Simon Gardiner                       2,959               50           3,009
                                                                           
Gaynor Kenyon                        1,704               29           1,733
                                                                           
Neil Colman                          2,692               46           2,738
                                                                           
Paul Worthington                       411                6             417
                                                                           
Russ Houlden                           524                8             534

__________________________________________________________________________

Further information can be obtained from Jane Gilmore, Deputy Company Secretary
44 1 925 237052.

                                       -                                       

United Utilities Group's ordinary shares trade on the London Stock Exchange and
its ADRs, each equal to two ordinary shares, trade over the counter using the
trading symbol "UUGRY"


  ND