AMBAC FINANCIAL GROUP, INC.
1997 EQUITY PLAN
JANUARY 2009 NOTICE OF AWARD OF 2008 LONG-TERM
INCENTIVE COMPENSATION IN THE FORM OF PHANTOM STOCK UNITS
Ambac Financial Group, Inc., a Delaware corporation and its Subsidiaries (referred to herein as either the “ Company ” or “
Ambac ”), have adopted the Ambac 1997 Equity Plan (the “ Plan ”), for the purposes of providing an incentive to selected
employees of the Company and its affiliates to remain in its employ and to increase their interest in the success of the Company.
The Company pursues these goals by providing selected employees with opportunities through the Plan to increase their
proprietary interest in the Company and to receive compensation based upon the Company’s success.
This 2009 Phantom Stock Unit Notice of Award (the “ Notice of Award” ) sets forth the terms and conditions of the
phantom stock units that have been granted under the Plan to the individual identified on Annex A (the “ Participant ”). This
Notice of Award sets forth the number of phantom stock units that the Participant will receive, the date of grant and the
applicable vesting schedule.
This Notice of Award and the phantom stock units granted hereby are subject to the Plan, the terms of which are
incorporated herein by reference. If there is any conflict or inconsistency between the Plan and this Notice of Award, the Plan
shall govern. Capitalized terms used in this Notice of Award without definition shall have the meanings assigned to them in the
Plan. A copy of the Plan is available on Ambac’s intranet site.
Subject to the conditions contained herein and in the Plan, the Company grants to the Participant, as of the date of grant
indicated on Annex A (the “ Date of Grant ”), the number of phantom stock units (the “ PSUs ”) specified on Annex A.
The PSUs shall have the following terms and conditions:
(a) General . Each PSU shall represent the unsecured promise of the Company to pay the Participant, on the settlement
date of such