X0303 4 2009-05-05 0000874501 AMBAC FINANCIAL GROUP INC ABK 0001194129 CONSIDINE JILL M AMBAC FINANCIAL GROUP, INC. ONE STATE STREET PLAZA NEW YORK NY 10004 1 0 0 0 Common Stock 57645 D Phantom Stock Units 2009-05-05 4 A 0 72464 1.38 A Common Stock 72464 72464 D Each Phantom Stock Unit converts to common stock on a one to one basis. These Phantom Stock Units ("PSUs") were acquired under the Issuer's 1997 Non-Employee Directors Plan, as amended. The number of PSUs was determined based on the closing price of the Issuer's common stock on May 5, 2009. These PSUs will vest on May 5, 2010 and are to be settled 100% in cash. The Reporting Person has elected to settle such PSUs upon her retirement or resignation from the Issuer's Board of Directors. Patricia LoCascio, Attorney in Fact for Jill M. Considine 2009-05-07