Exhibit 10.05

AMBAC FINANCIAL GROUP, INC.

2010 DIRECTORS COMPENSATION TABLE

EFFECTIVE AS OF MARCH 15, 2010



|                                                                                                                  |  |        |                         |   |                   |                                                                                        
|----------------------------------------------------------------------------------------------------------------- |  | ------ | ----------------------- | - | ----------------- | ---------------------------------------------------------------------------------------
|TYPE OF FEE                                                                                                       |  | AMOUNT |                         |   | MANNER OF PAYMENT
|                                                                                                                  |  |       
|Annual Fees/Awards                                                                                                |  |        |                         |   |                   |                                                                                        
|                                                                                                                  |  |       
|       Annual fee for serving as a director of Ambac Financial Group,
Inc.                                       |  | $      | 90,000                  | * |                   | Payable monthly 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 monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Annual fee for chairing the Compensation Committee or Governance Committee of
Ambac Financial Group, Inc. |  | $      | 10,000                  |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Annual fee for serving as Presiding Director of Ambac Financial Group,
Inc.                               |  | $      | 75,000                  |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|Meeting Fees                                                                                                      |  |        |                         |   |                   |                                                                                        
|                                                                                                                  |  |       
|       Annual or special meeting of Ambac Financial Group, Inc.
stockholders                                     |  | $      | 2,500                   |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Ambac Financial Group, Inc. Board meeting                                                                 |  | $      | 2,500                   |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Ambac Assurance Corporation Board meeting                                                                 |  | $      | 2,500                   |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Standing or special committee meeting held in conjunction with a stockholder or
board meeting             |  | $      | 1,500                   |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|       Standing or special committee meeting not held in conjunction with a stockholder
or board meeting         |  | $      | 1,500                   |   |                   | Payable monthly in arrears in cash                                                     
|                                                                                                                  |  |       
|Travel and Related Expenses                                                                                       |  |        |                         |   |                   |                                                                                        
|                                                                                                                  |  |       
|       Travel and related expenses incurred in attending a stockholder, board or
committee meeting               |  |        | 100% ofexpensesincurred |   |                   | Payable in cash promptly upon submission of receipts to the Ambac Financial Group, Inc.



|* | 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.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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AMBAC FINANCIAL GROUP,
INC.

2010 DIRECTORS COMPENSATION TABLE

EFFECTIVE AS OF MARCH 15, 2010

(CONTINUED PAGE 2 OF 2)





|                              |  |                                                                                                                                                                                                                                            
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)