Directors' Compensation Table



 Exhibit 10.03 
 AMBAC FINANCIAL GROUP, INC. 
 2008
DIRECTORS COMPENSATION TABLE 
 EFFECTIVE AS
OF APRIL 1, 2008 
  

					
	TYPE OF FEE	  	AMOUNT	  	MANNER OF PAYMENT

	 	 	 
	Annual Fees/Awards	  	 	  	 
	 	 	 
	 ¡      Annual fee for serving as a director of Ambac Financial Group, Inc.
	  	$50,000**	  	$50,000 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.
	  	$75,000	  	Payable quarterly in arrears in cash
	 	 	 
	Meeting Fees	  	 	  	 
	 	 	 
	 ¡      Annual or special meeting of Ambac Financial Group, Inc. stockholders
	  	$1,000	  	Payable quarterly in arrears in cash
	 	 	 
	 ¡      Ambac Financial Group, Inc. Board meeting
	  	$2,000	  	Payable quarterly in arrears in cash
	 	 	 
	 ¡      Ambac Assurance Corporation Board meeting
	  	$2,000	  	Payable quarterly in arrears in cash
	 	 	 
	 ¡      Standing or special committee meeting held in conjunction with a stockholder or board meeting
	  	$1,000	  	Payable quarterly in arrears in cash
	 	 	 
	 ¡      Standing or special committee meeting not held in conjunction with a stockholder or board meeting
	  	$1,000	  	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.

  

	**	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. 

2008 DIRECTORS COMPENSATION TABLE 
 EFFECTIVE AS OF APRIL 1, 2008 
 (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
$100,000
RSUs on
date of
the
Annual
Meeting  
	 	 	  	 ¡      The value of $100,000 of RSUs will be awarded annually on the date of the annual meeting of stockholders. The number of RSUs shall be equal to $100,000 divided by the closing 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 closing 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


  

	*	Effective June 3, 2008 the Annual Award of Restricted Units of Common Stock (RSUs): increased to $100,000 from $60,000. 

  

			
	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)