X0202 4/A 2007-12-05 2007-12-07 0000874501 AMBAC FINANCIAL GROUP INC ABK 0001042563 THEOBALD THOMAS C AMBAC FINANCIAL GROUP, INC. ONE STATE STREET PLAZA NEW YORK NY 10004 1 0 0 0 Common Stock 2007-12-05 4 A 0 40 23.52 A 20075 D Common Stock 1500 I As trustee for Daniel F. Theobald Common Stock 1500 I By Spouse as custodian for Fiona M. Theobald Phantom Stock Units 2007-12-05 4 A 0 21 23.52 A Common Stock 21 2391 D Phantom Stock Units 2007-12-05 4 A 0 957 23.52 A Common Stock 957 3348 D Each Phantom Stock Unit converts to common stock on a one to one basis. Represents dividends on Director Stock Units ("DSUs") that were granted under the 1997 Non-Employee Directors Equity Plan, as amended. Represents dividends on Phantom Stock Units ("PSUs") acquired under the Issuer's Deferred Compensation Plan and are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier dated previously selected by the Reporting Person. These Phantom Stock Units ("PSUs") were acquired under the Issuer's Deferred Compensation Plan and represent 25% of the Reporting Person's Annual Fees for serving as a director and chair of a committee and 100% of his Meeting fees earned during the third quarter of 2007. These PSUs are to be settled 100% in cash upon the Reporting Person's retirement or resignation from the Issuer's Board of Directors or on an earlier date previously selected by the Reporting Person. These shares are held in a trust for the benefit of the Thomas Theobald's daughter. Thomas Theobald's spouse is the trustee. Thomas Theobald disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Thomas Theobald is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are held in a trust for the benefit of the Thomas Theobald's son. Thomas Theobald is the trustee. Thomas Theobald disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Thomas Theobald is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Amended to reflect the additional fees paid to Mr. Theobald in connection with his appointment as Chairman of the Compensation Committee on May 8, 2007. Stacey B. Spain, Attorney in Fact for Thomas C. Theobald 2008-03-07