Directors' Compensation Table (effective as of July 25, 2006)



 Exhibit 10.03 
 AMBAC FINANCIAL GROUP, INC. 
 2006
Directors Compensation Table * 
 EFFECTIVE AS OF JULY 25, 2006

  

						
	 TYPE
OF FEE
	  	AMOUNT	 	 	MANNER OF
PAYMENT
	 	 	 
	 Annual Fees/Awards
	  		 	 	 
	 	 	 
	 ·         Annual fee for serving as a director of Ambac Financial Group, Inc.
	  	$80,000	**	 	$80,000 payable quarterly in arrears in cash
	 	 	 
	 ·         Annual fee for serving as a director of Ambac Assurance Corporation
	  	  None	 	 	 
	 	 	 
	 ·         Annual fee for chairing the Audit and Risk Assessment Committee of Ambac Financial Group, Inc.
	  	$20,000	 	 	Payable quarterly in arrears in cash
	 	 	 
	 ·         Annual fee for chairing the Compensation Committee or Governance Committee of Ambac Financial Group, Inc.
	  	$10,000	 	 	Payable quarterly in arrears in cash
	 	 	 
	 ·         Annual fee for serving as Presiding Director of Ambac Financial Group, Inc.
	  	$25,000	 	 	Payable quarterly in arrears in cash
	 	 	 
	 Travel and Related Expenses
	  		 	 	 
	 	 	 
	 ·         Travel and related expenses incurred in attending a stockholder, board or committee meeting
	  	100% of
expenses
incurred	 
 
 	 	Payable in cash promptly upon submission of receipts to the Ambac Financial Group,
Inc.

 Note: Presiding Director was previously call Lead Director.  
 No Non-Chairman Fee as of July 25, 2006 (Phillip B. Lassiter resigned as Chairman of the Board) 
  

 * Directors who are employees of Ambac
Financial Group, Inc. and its affiliates are not paid any fees or other compensation for serving as directors, but are reimbursed for travel and related expenses incurred in attending meetings. 
 ** The cash portion of the annual fee is prorated to reflect service on the Board of less than one full year prior to the relevant annual meeting of stockholders.

  







 Ambac Financial Group, Inc. 
 Directors Compensation Table 
 EFFECTIVE AS OF MAY 4,
2004 
 (CONTINUED PAGE 2 OF 2) 
  

							
	 TYPE
OF FEE
	 	AMOUNT	 	 	  	MANNER OF
PAYMENT
	 	 	 	 
	 Stock Awards
	 		 	 	  	 
	 	 	 	 
	 ·         Annual Award of Restricted Units   of Common Stock (RSUs)
  
	 	Value of $60,000
RSUs on date of
the Annual Meeting  
	 	 	  	 ·         The value of $60,000 of RSUs will be awarded annually on the date of the annual meeting of stockholders. The number of RSUs
shall be equal to $60,000 divided by the average of the high and low selling price of Ambac’s Common Stock on the NYSE on the date of the Annual Meeting.
  
 ·         The RSUs vest on the first anniversary of the grant
  

	 	 	 	 
	 ·         Five-year Award of RSUs
  
	 	Value of $210,000
RSUs on date of
Annual Meeting
(only granted once
every 5 years)  
	 	 	  	 ·         The value of $210,000 of RSUs are awarded on the date of the annual meeting of stockholders coincident
with, or first succeeding the director’s election to the Ambac Financial Group, Inc. Board. The number of RSUs shall be equal to $210,000 divided by the average of the high and low selling price of Ambac’s Common Stock on the NYSE on the
date of the Annual Meeting.
  
 ·         These RSUs vest on the date of the annual meeting held in the fifth year following the date of
grant
  
 ·         Assuming the director remains on the Board following vesting, he or she will be awarded an additional $210,000 in
RSUs
  
 ·         RSUs are awarded under the 1997 Non-Employee Directors Plan, as amended
  


  

			
	 OTHER
BENEFITS
	  	DESCRIPTION
	 	 
	 ·         Deferred compensation
	  	Under the Deferred Compensation Plan for Outside Directors and Eligible Senior Officers, non-employee directors may elect to
defer all or part of their director compensation (including both annual and meeting fees) that is paid in cash
	 	 
	 ·         Health and welfare
	  	 Each non-employee director is permitted to enroll
(without paying any premium) in the Ambac Financial Group, Inc. medical and dental plan and is eligible to receive a $50,000 term life insurance policy (without paying any premium)