AMENDMENT NUMBER 1 TO THE
AMBAC INC. NONQUALIFIED SAVINGS INCENTIVE PLAN
WHEREAS, Section 12 of the AMBAC Inc. Nonqualified Savings Incentive Plan (the "PLAN") provides that
the Board of Directors (the "BOARD") of AMBAC Inc. (the "COMPANY") may amend the Plan; and
WHEREAS, the Board has approved an amendment to the Plan in the manner set forth below;
NOW, THEREFORE, effective as of April 30, 1997, the Plan is hereby amended as follows:
1. Section 2 of the Plan is hereby amended to add after the definition of "ERISA" the following:
""Excluded Individual" means (i) any individual who is designated by the Company at the time of hire as not
eligible to participate in the Plan or (ii) any individual who is treated or designated by the Company as an
independent contractor, leased employee or consultant (regardless of whether such treatment or designation is
subsequently upheld by a court, judicial or arbitral authority or any other governmental agency). Excluded
Individuals are not eligible to participate in or receive benefits under the Plan."
2. The definition of "Participant" in Section 2 of the Plan is hereby deleted and replaced by the following:
""Participant" means an individual, other than an Excluded Individual, who has satisfied the qualification
3. The second paragraph of Section 3 is hereby amended by adding at the end thereof the following:
"Furthermore, no Excluded Individual may qualify as a Participant."
4. Section 14(a) is hereby deleted and replaced by the following:
"(a) The Plan shall be administered and operated by the Committee, which shall be responsible for the
interpretation of the Plan and the establishment of the rules and regulations governing the administration thereof.
The Committee shall have complete authority, in its sole and absolute discretion, to construe the terms of the Plan
(and any related or underlying documents or policies), and to determine the eligibility for, and amount of benefits