AMP LIMITED — Director's Dealing 2004

Sep 2, 2004

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ASX Announcement
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3 September 2004

Manager Company Announcements Office Australian Stock Exchange Level 4, 20 Bridge Street Sydney NSW 2000

Manager Market Information Services Section New Zealand Stock Exchange Level 9, ASB Tower, 2 Hunter Street Wellington New Zealand

Announcement No: 55/04

Appendix 3Y – Change of Director’s Interest Notice

AMP Limited Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519

AMP Limited (AMP) ASX Announcement

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of Entity: AMP LIMITED

ABN: 49 079 354 519

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Max MOHL
Date of last notice	4 May 2004

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	N/A
Nature of direct and indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	• 354,687 Ordinary Shares held in the name of the Director; • 21,973 Ordinary Shares held under the AMP Executive Short Term Incentive Program; • 15,956 Ordinary Shares held in the name of Mohl Invest Pty Ltd ATF Mohl Super Fund; • 17,793 Ordinary Shares held in the name of Mohl Investments Pty Ltd ATF Mohl Family Trust; and • 350,000 Options held under the AMP Executive Option Plan.
Date of change	N/A
No. of securities held prior to change	N/A
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	N/A

• See chapter 19 for defined terms. 30/9/2001

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change N/A Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of director’s interests in contracts

Detail of contract	Employment contract between AMP Limited and the Director.
Nature of interest	Performance rights granted subject to a single TSR (Total Shareholder Return) based performance hurdle measured over a performance period of three years from 1 August 2004 to 31 July 2007.
Name of registered holder (if issued securities)	N/A
Date of change	25 August 2004
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	•92,278 performance rights granted on 25 November 2002 in respect of the Director’s previous role as MD, AFS. The performance rights are subject to three separate performance hurdles, two of which are TSR based and one of which is measured against the annual growth in earnings per share over a certain time period. The performance period for these performance rights is 31 August 2002 to 30 August 2005. •20,809 performance rights granted on 18 March 2004 as compensation for the reduction in value of AMP shares resulting from the demerger and AMP Rights Offer. These performance rights are subject to the same performance hurdles and performance period as the 2002 Performance Rights above. •400,000 performance rights granted on 23 October 2003. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 30 August 2003 to 29 August 2006. •80,318 performance rights granted on 18 March 2004 as compensation for the reduction in value of AMP shares resulting from the demerger. These performance rights are subject to the same performance hurdle and performance period as the 2003 performance rights above.
Interest acquired	340,337 performance rights
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A

• See chapter 19 for defined terms. 30/9/2001

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

	Interest after change	•92,278 performance rights granted on 25 November 2002 in respect of the Director’s previous role as MD, AFS. The performance rights are subject to three separate performance hurdles, two of which are TSR (Total Shareholder Return) based and one of which is measured against the annual growth in earnings per share over a certain time period. The performance period for these performance rights is 31 August 2002 to 30 August 2005. •20,809 performance rights granted on 18 March 2004 as compensation for the reduction in value of AMP shares resulting from the demerger and AMP Rights Offer. These performance rights are subject to the same performance hurdles and performance period as the 2002 Performance Rights above. •400,000 performance rights granted on 23 October 2003. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 30 August 2003 to 29 August 2006. •80,318 performance rights granted on 18 March 2004 as compensation for the reduction in value of AMP shares resulting from the demerger. These performance rights are subject to the same performance hurdle and performance period as the 2003 performance rights above. •340,337 performance rights granted effective 25 August 2004. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2004 to 31 July 2007.

• See chapter 19 for defined terms. 30/9/2001

Appendix 3Y Page 3