AMP LIMITED — Director's Dealing 2009

Aug 31, 2009

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1 September 2009

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 2, NZX Centre, 11 Cable Street Wellington New Zealand

Announcement No:

45/09

Appendix 3Y – Change of Director’s Interest Notice

AMP Limited (AMP) ASX Announcement

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

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	Craig William DUNN
Date of last notice	22 December 2008

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	12,413 Ordinary Shares held in the name of theDirector;30,000 Options held in the name of the Director; and546,084 Ordinary shares held in the name of WiolgaPty Ltd ATF The Freckle Family Trust.
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances givingrise to the relevant interest.	N/A
Date of change	N/A
No. of securities held prior tochange	N/A
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	N/A
No.ofsecuritiesheldafterchange	N/A
Nature of changeExample: on-market trade, off-market trade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	N/A

• See chapter 19 for defined terms. 11/03/2002

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

	Detail of contract	N/A
	Nature of interest	See below
	Name of registered holder	N/A
	(if issued securities)
	Date of change	25 August 2009
	No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	203,451 performance rights granted on 8 September2006. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 1 August2006 to 31 July 2009;238,298 performance rights granted on 5 September2007. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 1 August2007 to 31 July 2010;102,914 performance rights granted on 6 June 2008.These rights are subject to a single TSR basedperformance hurdle measured over a performanceperiod of three years from 1 January 2008 to 31December 2010; and586,593 performance rights granted on 19September 2008. These rights are subject to asingle TSR based performance hurdle measuredover a performance period of three years from 1August 2008 to 31 July 2011.
	Interest acquired	Nil
	Interest disposed	203,451 performance rights granted on 8 September2006 have been lapsed without value due to theperformance hurdle not being met.
	Vale/Consideration	Nil
	uNote: If consideration is non-cash, provide detailsand an estimated valuation
	Interest after change	238,298 performance rights granted on 5 September2007. These rights are subject to a single TSRbased performance hurdle measured over aperformance period of three years from 1 August2007 to 31 July 2010;102,914 performance rights granted on 6 June 2008.These rights are subject to a single TSR basedperformance hurdle measured over a performanceperiod of three years from 1 January 2008 to 31December 2010; and586,593 performance rights granted on 19September 2008. These rights are subject to asingle TSR based performance hurdle measuredover a performance period of three years from 1August 2008 to 31 July 2011.

• See chapter 19 for defined terms. 11/03/2002

Appendix 3Y Page 2