Director/PDMR Shareholding

UNITED UTILITIES GROUP PLC                           

                      DIRECTORS' AND PDMR'S SHAREHOLDINGS                      

                  NOTIONAL AND ACTUAL DIVIDEND REINVESTMENTS                   

                                5 FEBRUARY 2009                                

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 10.64 pence per share paid on 4
February 2009, the number of additional shares granted has been calculated
using the closing share price on 4 February 2009 of 562.5 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 September 2006 - Performance period 1 April 2006 to 31 March 2009

Name of person            Original    Cumulative Shares added     Balance
discharging managerial                balance on for dividend     carried
responsibilities            no. of         which       paid 4     forward
                          Ordinary      notional     February            
                            shares dividend paid         2009            
                           awarded                                       
                                                                         
Philip Green                82,249        97,659         1847      99,506
                                                                         
Martin Bradbury             17,308        20,549          388      20,937
                                                                         
Charlie Cornish             40,237        47,773          903      48,676
                                                                         
Clive Elphick               16,643        19,759          373      20,132
                                                                         
Gaynor Kenyon               11,539        13,698          259      13,957
                                                                         
Tim Weller                  47,338        56,206         1063      57,269

Awarded12 June 2007 - Performance period1 April 2007 to 31 March 2010

Name of person           Original    Cumulative  Shares added     Balance
discharging                no. of    balance on  for dividend     carried
managerial               Ordinary         which        paid 4     forward
responsibilities           shares      notional February 2009            
                          awarded dividend paid                          
                                                                         
Philip Green               92,359       103,095          1950     105,045
                                                                         
Alison Clarke              19,934        22,250           420      22,670
                                                                         
Charlie Cornish            45,183        50,434           953      51,387
                                                                         
Clive Elphick              14,951        16,688           315      17,003
                                                                         
Gaynor Kenyon              11,961        13,350           252      13,602
                                                                         
Tim Weller                 53,157        59,335          1122      60,457

Awarded 14 December 2007 - Performance period 1 April 2007 to 31 March 2010

Name of person           Original    Cumulative  Shares added     Balance
discharging                no. of    balance on  for dividend     carried
managerial               Ordinary         which        paid 4     forward
responsibilities           shares      notional February 2009            
                          awarded dividend paid                          
                                                                         
Tom Keevil                 21,811        24,345           460      24,805

Awarded 5 August 2008 - Performance period 1 April 2008 to 31 March 2011

Name of person           Original    Cumulative  Shares added     Balance
discharging                no. of    balance on  for dividend     carried
managerial               Ordinary         which        paid 4     forward
responsibilities           shares      notional February 2009            
                          awarded dividend paid                          
                                                                         
Philip Green               75,121        78,529          1485      80,014
                                                                         
Tim Weller                 43,185        45,144           853      45,997
                                                                         
Charlie Cornish            36,355        38,004           718      38,722
                                                                         
Clive Elphick              15,064        15,747           297      16,044
                                                                         
Gaynor Kenyon              11,872        12,410           234      12,644
                                                                         
Alison Clarke              19,368        20,246           382      20,628
                                                                         
Tom Keevil                 20,803        21,747           411      22,158
                                                                         
Matthew Wright             15,602        16,309           308      16,617
                                                                         
Ian McAulay                15,602        16,309           308      16,617
                                                                         
Martin Bradbury            17,767        18,573           351      18,924

Matching Share Plan

Under the rules of the matching 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 10.64 pence per share paid on 4
February 2009, the number of additional shares granted has been calculated
using the closing share price on 4 February 2009 of 562.5 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 30 July 2007 - Performance period 1 April 2007 to 31 March 2010

Name of director/          No. of    Cumulative  Shares added     Balance
senior manager           Ordinary    balance on  for dividend     carried
discharging                shares         which        paid 4     forward
managerial                awarded      notional February 2009            
responsibilities                  dividend paid                          
                                                                         
Charlie Cornish            14,606        16,303           308      16,611
                                                                         
Philip Green               51,624        57,624          1089      58,713
                                                                         
Clive Elphick               8,264         9,223           174       9,397
                                                                         
Gaynor Kenyon               4,858         5,422           102       5,524
                                                                         
Tim Weller                 22,015        24,573           464      25,037

Awarded 5 August 2008 Performance period 1 April 2008 to 31 March 2011

Name of director/          No. of    Cumulative  Shares added     Balance
senior manager           Ordinary    balance on  for dividend     carried
discharging                shares         which        paid 4     forward
managerial                awarded      notional February 2009            
responsibilities                  dividend paid                          
                                                                         
Charlie Cornish         18,475           19,313           365      19,678
                                                                         
Philip Green            65,755           68,738          1300      70,038
                                                                         
Clive Elphick            5,126            5,358           101       5,459
                                                                         
Gaynor Kenyon            5,305            5,545           104       5,649
                                                                         
Tim Weller              41,929           43,831           829      44,660
                                                                         
Alison Clarke            8,273            8,648           163       8,811
                                                                         
Tom Keevil               3,082            3,221            60       3,281

Retention Awards

As part of the terms of Philip Green's recruitment, the company established a
matched share incentive scheme for him as sole participant by which the company
undertook to match (on 16 January 2007) an investment of 100,000 shares made by
Mr Green himself upon his appointment provided he remains with the group until
12 February 2011. The award is subject to a dividend enhancement mechanism by
which further shares are notionally added to the award on each intervening
dividend payment date.

As part of the terms of Tim Weller'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 39,000 shares made by Mr Weller himself
upon his appointment (on 1 July 2006) provided he remains with the group up to
and beyond the implementation of the next regulatory reviews. The award is
subject to a dividend enhancement mechanism by which further shares are
notionally added to the award on each intervening dividend payment date.

In order to facilitate the retention of Charlie Cornish up to and beyond the
next regulatory reviews the company established a special long-term incentive
scheme for him as sole participant. Under the scheme an award equal to his
annual salary was granted to him in the form of an option over 47,027 shares on
16 March 2007. The award is subject to performance conditions and is also
subject to a dividend enhancement mechanism by which further shares are
notionally added to the award on each intervening dividend payment date.

The dividend shares shown below have been notionally added to and form part of
the awards. In respect of the interim dividend of 10.64 pence per share paid on
4 February 2009, the number of additional shares granted has been calculated
using the closing share price on 4 February 2009 of 562.5 pence per share.

                                               Philip      Tim      Charlie
                                                Green    Weller     Cornish
                                                                           
Original award ordinary shares                100,000    39,000      47,027
                                                                           
Shares added re dividend paid 25 August         4,398     1,715       2,068
2006                                                                       
                                                                           
Shares added re dividend paid 12 Feb 2007       1,973       769         927
                                                                           
Shares added re dividend paid 24 August         4,757     1,855       2,237
2007                                                                       
                                                                           
Shares added re dividend paid 11 February       2,455       957       1,154
2008                                                                       
                                                                           
Shares added re dividend paid 8 August 2008     5,154     2,010       2,423
                                                                           
Shares added re dividend paid 4 February        2,245       875       1,056
2009                                                                       
                                                                           
Balance carried forward                       120,982    47,181      56,892

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 10.64
pence per share paid on 4 February 2009, the number of additional shares
awarded has been calculated using the closing share price on 4 February 2009 of
562.5 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. 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 - 30 January 2009 - 11 June 2010

Name of director/           No. of  Shares added     Balance
senior manager            Ordinary  for dividend     carried
discharging                 shares        paid 4     forward
managerial                 awarded February 2009            
responsibilities                                            
                                                            
Ian McAulay                  8,899           168       9,067
                                                            
Matthew Wright               8,899           168       9,067

Vesting period - 30 January 2009 - 5 August 2011

Name of director/           No. of  Shares added     Balance
senior manager            Ordinary  for dividend     carried
discharging                 shares        paid 4     forward
managerial                 awarded February 2009            
responsibilities                                            
                                                            
Ian McAulay                  9,023           170       9,193
                                                            
Matthew Wright               8,555           161       8,716

Share Incentive Plan

Notification was been received today that the Trustee, Equiniti Trustees
Limited, purchased ordinary shares of 5p each on behalf of the following
directors/PDMRs on 4 February 2009, as dividend reinvestment shares in
accordance with the rules of the Company's Inland Revenue approved share
incentive plan. The shares were purchased at a price of 562.5 pence per share.

        Director              Balance held    No. of Shares Revised balance
                                  prior to        purchased                
                                  dividend                                 
                                  purchase                                 
                                                                           
Philip Green                           872               16             888
                                                                           
Gaynor Kenyon                          541                9             550
                                                                           
Clive Elphick                        1,767               33           1,800
                                                                           
Alison Clarke                          310                6             316
                                                                           
Tom Keevil                             409                6             415

__________________________________________________________________________

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

                                       -                                       

United Utilities Group's ordinary trade on the London Stock Exchange and its
ADRs, each equal to two ordinary shares, trade OTC in the USA under the Trading
Symbol "UUGRY".


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