**Exhibit 10.3**

**AMENDMENT NO. 1 TO TAX SHARING AGREEMENT**

Amendment No. 1 to Tax Sharing Agreement, effective as of October 1, 1997 (“**Amendment No. 1**”) by andamong Ambac Financial Group, Inc. (formerly known as AMBAC Inc.) (“**Ambac**”), Ambac Assurance Corporation (formerly known as AMBAC Indemnity Corporation) (“**AAC**”), American Municipal Bond Holding Company(“**AMBH**”) and each of the subsidiaries or affiliates of Ambac listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, individually, a “**Subsidiary**” and,collectively, the “**Subsidiaries**”). 

WHEREAS, Ambac, AAC, AMBH and HCIA entered into a Tax Sharing Agreementas of July 18, 1991 (the “Agreement”) which set forth a method to allocate and settle among them the consolidated Federal income tax liability of Ambac; and 

WHEREAS, Section 10 of the Agreement provides that Ambac shall cause each future Member of the Group (as such terms are defined inthe Agreement) to assent to the terms of the Agreement and that each Member assents to each new Member becoming a party to the Agreement; and 

WHEREAS, subsequent to the effective date of the Agreement several entities have become Members of the Group; and 

WHEREAS, the new Members of the Group wish to become signatories to the Agreement. 

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 

1. Members of the Group. Exhibit A attached to this Amendment No. 1 and made a part of the Agreement contains a list of eachMember of the Group. 

2. Binding Effect. Each new Member of the Group consents to the terms of the Agreement and thisAmendment No. 1 and guarantees the performance of the agreements contained herein and therein. Each Member who was a Member of the Group prior to the effective date of this Amendment No. 1 hereby assents to each new Member becoming a partyto this Agreement. 

3. Counterparts. This Amendment No. 1 may be executed in more than one counterpart, each ofwhich shall be deemed to be an original and all of which shall, together, constitute one and the same Amendment No. 1. 

4. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have beenduly given upon delivery if delivered by hand (against receipt), or as of the date of delivery shown on the receipt if mailed at a post office in the United States by registered or certified mail, postage prepaid, return receipt requested, or as ofthe date of acknowledgment if transmitted by telex, rapifax or other telecommunication equipment, in any case addressed to the party listed on Exhibit B, or at such other address or to the attention of such other person as such party shall havedesignated to the other party hereto in a written notice. 

5. Agreement to Remain in Full Force and Effect. All otherterms, conditions and provisions of the Agreement shall remain in full force and effect. 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the datefirst above written. 

 
Ambac Assurance Corporation
By:
 
[ILLEGIBLE]

Title:
 
Assistant Treasurer

 
Ambac Financial Group, Inc.
By:
 
[ILLEGIBLE]

Title:
 
First Vice President

 
Ambac Capital Corporation
By:
 
[ILLEGIBLE]

Title:
 
Controller and Assistant Treasurer

 
Ambac Capital Management, Inc.
By:
 
[ILLEGIBLE]

Title:
 
Treasurer

 
Ambac Financial Services Holdings, Inc.
By:
 
[ILLEGIBLE]

Title:
 
Assistant Treasurer and Assistant Controller

 
Cadre Securities, Inc.By: 
[ILLEGIBLE]

Title:
 
Assistant Treasurer

 
Ambac Asset Funding Corporation
By:
 
[ILLEGIBLE]

Title:
 
Controller

 

2 

Ambac Connect, Inc.
By: 
[ILLEGIBLE]

Title:
 
Controller and Treasurer

Ambac Capital Funding, Inc.
By: 
[ILLEGIBLE]

Title:
 
Treasurer

Ambac Investments Inc.
By: 
[ILLEGIBLE]

Title:
 
Treasurer and Assistant Controller

Cadre Financial Services, Inc.
By: 
[ILLEGIBLE]

Title:
 
Treasurer

American Municipal Bond Holding Company
By: 
[ILLEGIBLE]

Title:
 
President and Treasurer

Ambac Financial Services, Limited Partnership
By: 
[ILLEGIBLE]

Title:
 
Assistant Treasurer and Assistant Controller

Ambac Financial Products, Inc.
By: 
[ILLEGIBLE]

Title:
 
Controller

Construction Loan Insurance Corporation
By: 
[ILLEGIBLE]

Title:
 
President

 

3 

Connie Lee Insurance Company

By:
 
[ILLEGIBLE]

Title:
 
Senior Vice President

 

4 

**EXHIBIT A**

**SUBSIDIARIES**

Ambac Financial Group, Inc. 

Ambac CapitalCorporation 

Ambac Capital Management, Inc. 

Ambac Financial Services Holdings, Inc. 

CadreSecurities, Inc. 

Ambac Asset Funding Corporation 

Ambac Connect, Inc. 

Ambac Capital Funding, Inc.

Ambac Investments Inc. 

CadreFinancial Services, Inc. 

American Municipal Bond Holding Company 

Ambac Financial Services, Limited Partnership 

Ambac Financial Products, Inc. 

ConstructionLoan Insurance Corporation 

Connie Lee Insurance Company 

 

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**EXHIBIT B**

**NOTICES**

AmbacAssurance Corporation. 

One State Street Plaza 

New York, New York 10004 

Attention: GrahamNelson 

Telephone: (212) 208-3504 

Facsimile: (212) 208-3428 

Ambac FinancialGroup, Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: ThomasGandolfo 

Telephone: (212) 208-3349 

Facsimile: (212) 208-3428 

Ambac CapitalCorporation 

One State Street Plaza 

New York, New York 10004 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

Ambac CapitalManagement, Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

Ambac FinancialServices Holdings, Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: RichardAlger 

Telephone: (212) 208-3196 

Facsimile: (212) 208-3428 

CadreSecurities, Inc. 

905 Marconi Avenue 

Ronkonkoma, New York 11779 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

Ambac AssetFunding Corporation 

One State Street Plaza 

New York, New York 10004 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

 

6 

Ambac Connect, Inc. 

9130 Jollyville Road 

Suite 355 

Austin, Texas 78759 

Attention: Peter Poillon

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

Ambac CapitalFunding, Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

AmbacInvestments Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

Cadre FinancialServices, Inc.. 

905 Marconi Avenue 

Ronkonkoma, New York 11779 

Attention: PeterPoillon 

Telephone: (212) 208-3302 

Facsimile: (212) 208-3428 

AmericanMunicipal Bond Holding Company 

One State Street Plaza 

New York, New York 10004 

Attention: FrankBivona 

Telephone: (212) 208-3236 

Facsimile: (212) 208-3428 

Ambac FinancialServices, Limited Partnership 

One State Street Plaza 

New York, New York 10004 

Attention: RichardAlger 

Telephone: (212) 208-3196 

Facsimile: (212) 208-3428 

Ambac FinancialProducts, Inc. 

One State Street Plaza 

New York, New York 10004 

Attention: RichardAlger 

Telephone: (212) 208-3196 

Facsimile: (212) 208-3428 

ConstructionLoan Insurance Corporation 

1299 Pennsylvania Avenue, N.W., Suite 800 

Washington, D.C. 20004-2400 

Attention:Secretary 

Telephone: (202) 728-3400 

Facsimile: (202) 785-2823 

 

7 

Connie Lee Insurance Company 

1299 Pennsylvania Avenue, N.W., Suite 800 

Washington, D.C. 20004-2400 

Attention:Secretary 

Telephone: (202) 728-3400 

Facsimile: (202) 785-2823 

 

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