0000950109-03-001051 Sample Contracts

AMBAC FINANCIAL GROUP, INC. (a Delaware corporation) UNDERWRITING AGREEMENT Dated: February 25, 2003
Underwriting Agreement • March 4th, 2003 • Ambac Financial Group Inc • Surety insurance • New York

Ambac Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to $200,000,000 aggregate initial public offering price, or its equivalent based on the applicable exchange rate at the time of offering, in such foreign or composite currencies as the Company shall designate at the time of offering, of its senior debt securities (“Debt Securities”), from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale.

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AMBAC FINANCIAL GROUP, INC. (a Delaware corporation) Senior Debt Securities TERMS AGREEMENT
Terms Agreement • March 4th, 2003 • Ambac Financial Group Inc • Surety insurance • New York

We understand that Ambac Financial Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $200,000,000 aggregate principal amount of its Senior Debt Securities (such securities being hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities set forth opposite their names below at the purchase price set forth below.

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