Exhibit 10.04

AMBAC FINANCIAL GROUP, INC.

2011 DIRECTORS COMPENSATION TABLE

(EFFECTIVE AS OF FEBRUARY 1, 2011)



|                                                                                                                              |  |        |                         |  |                   |                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------- |  | ------ | ----------------------- |  | ----------------- | -----------------------------------------------------------------------------------------------------------------------
|TYPE OF FEE                                                                                                                   |  | AMOUNT |                         |  | MANNER OF
PAYMENT
|Annual Fees/Awards                                                                                                            |  |        |                         |  |                   |                                                                                                                        
|                                                                                                                              |  |       
|    Annual fee for serving as a director of Ambac Financial Group, Inc. (Parent)and Ambac
Assurance Corporation (Subsidiary) |  | $      | 90,000                  |  |                   | Payable monthly in arrears in cash                                                                                     
|                                                                                                                              |  |       
|    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 of Ambac Financial Group, Inc.                                        |  | $      | 10,000                  |  |                   | Payable monthly in arrears in cash                                                                                     
|                                                                                                                              |  |       
|    Annual fee for chairing the 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.                                              |  | $      | 25,000                  |  |                   | Payable monthly in arrears in cash                                                                                     
|                                                                                                                              |  |       
|Non-Executive Chairman Retainer Fee                                                                                           |  |        |                         |  |                   |                                                                                                                        
|                                                                                                                              |  |       
|    Annual fee for serving as Chairman of the Board of Ambac Financial Group and Ambac Assurance
Corporation                 |  | $      | 150,000                 |  |                   | 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. and Ambac Assurance Corporation



|                        |  |                                                                                                                                                                                                                                       
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|OTHER BENEFITS          |  | DESCRIPTION                                                                                                                                                                                                                           
|    Health and welfare |  | Each non-employee director is permitted to enroll (without paying any premium) in the Ambac Assurance Corporation medical and dental plan and is eligible to receive a
$50,000 term life insurance policy (without paying any premium)