Ambac Financial Group, Inc. Directors Compensation Table * Effective as of January 1, 2004

by Ambac
March 15th, 2005

EXHIBIT 10.04

 

AMBAC FINANCIAL GROUP, INC.

DIRECTORS COMPENSATION TABLE *

 

EFFECTIVE AS OF JANUARY 1, 2004

 

TYPE OF FEE


   AMOUNT

   

MANNER OF PAYMENT


Annual Fees/Awards             

•      Annual fee for serving as a director of Ambac Financial Group, Inc.

   $ 45,000 **   $45,000 payable quarterly in arrears in cash

•      Annual fee for serving as a director of Ambac Assurance Corporation

     None      

•      Annual fee for chairing a committee of Ambac Financial Group, Inc. or Ambac Assurance Corporation

   $ 10,000     Payable quarterly in arrears in cash
Meeting Fees             

•      Annual fee for serving as a committee member of the Audit Committee

   $ 10,000     Payable quarterly in arrears in cash

•      Annual fee for serving as a committee member of the Compensation Committee

   $ 5,000     Payable quarterly in arrears in cash

•      Annual fee for serving as a committee member of the Governance Committee

   $ 5,000     Payable quarterly in arrears in cash

•      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. Corporate Secretary
Non-Executive Chairman Retainer Fee             

•      Annual retainer fee for the Chairman of the Board

   $ 250,000     Payable in arrears in cash

* Directors who are employees of Ambac Financial Group, Inc. and its affiliates are not paid any fees or other compensation for serving as directors, but are reimbursed for travel and related expenses incurred in attending meetings.

 

** 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.

DIRECTORS COMPENSATION TABLE

 

TO BECOME EFFECTIVE AS OF MAY 4, 2004

(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 $60,000
RSUs on date of
the Annual
Meeting

 

 

•      The value of $60,000 of RSUs will be awarded annually on the date of the annual meeting of stockholders. The number of RSUs shall be equal to $60,000 divided by the average of the high and low selling 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 average of the high and low selling 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

 

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)