AMBAC 1997 EQUITY PLAN
(amended as of July 19, 2004)
The purposes of the Ambac 1997 Equity Plan (the “Plan” ) are to attract, retain and motivate key employees of the
Company, to compensate them for their contributions to the growth and profits of the Company and to encourage them to own
For purposes of the Plan, the following terms shall be defined as follows:
“Administrator ” means the individual or individuals to whom the Committee delegates authority under the Plan in
accordance with Section 3(d).
“Ambac ” means Ambac Financial Group, Inc., a Delaware corporation.
“Award ” means an award made pursuant to the terms of the Plan to an Eligible Individual in the form of Stock Options,
Stock Appreciation Rights, Stock Awards, Restricted Stock Units, Performance Units or Other Awards.
“Award Agreement ” means a written document approved in accordance with Section 3 which sets forth the terms and
conditions of the Award to the Participant. An Award Agreement may be in the form of a certificate issued by Ambac or one of
its Subsidiaries which is executed by an officer on behalf of Ambac or such Subsidiary but does not require the signature of the
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations ( including any
proposed regulations ) thereunder.
“Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee
appointed from time to time by the Board to administer the Plan. The Committee shall consist of at least two individuals and
shall serve at the pleasure of the Board.
“Common Stock” means the Common Stock, par value $.01 per share, of the Company.
“Company” means Ambac and its Subsidiaries.
“Eligible Individuals” means the individuals described in Section 6 who are eligible for Awards under th