AMP LIMITED — Director's Dealing 2011

Feb 17, 2011

==> picture [523 x 90] intentionally omitted <==

----- Start of picture text -----

ASX Announcement
----- End of picture text -----

18 February 2011

Manager Manager Company Announcements Office Market Information Services Section Australian Securities Exchange New Zealand Stock Exchange Level 4, 20 Bridge Street Level 2, NZX Centre, 11 Cable Street Sydney NSW 2000 Wellington New Zealand Announcement No: 07/11

AMP Limited (ASX/NZX: AMP)

Appendix 3Y – Change of Director’s interest notice

Please refer to the attached document.

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 30/09/01 Amended 01/01/11

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	14 September 2010

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

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	 12,413 Ordinary Shares held in the name of the Director; and  546,084 Ordinary shares held in the name of Wiolga Pty Ltd ATF The Freckle Family Trust.
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change N/A Nature of change N/A Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	See below
Name of registered holder (if issued securities)	N/A
Date of change	15 February 2011
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	 102,914 performance rights granted on 6 June 2008. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 January 2008 to 31 December 2010;  586,593 performance rights granted on 19 September 2008. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2008 to 31 July 2011; and  777,778 performance rights granted on 12 March 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2009 to 31 July 2012.  697,675 performance rights granted on 8 September 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2010 to 31 July 2013.
Interest acquired	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest disposed	102,914 performance rights granted on 6 June 2008. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 January 2008 to 31 December 2010. These performance rights lapsed as a result of not meeting the performance hurdle.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	 586,593 performance rights granted on 19 September 2008. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2008 to 31 July 2011; and  777,778 performance rights granted on 12 March 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2009 to 31 July 2012.  697,675 performance rights granted on 8 September 2010. These rights are subject to a single TSR based performance hurdle measured over a performance period of three years from 1 August 2010 to 31 July 2013.

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3