Notice and Access

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Filed by the Registrant x                Filed by a Party other than the Registrant ¨

 

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¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

x  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to §240.14a-12

 

 

 

Ambac Financial Group, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

 

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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  (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  

 

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¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on 06/03/08.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The following materials are available for view:

Notice and Proxy Statement and Annual Report

To view this material, have the 12-digit Control #(s) available and visit: www.proxyvote.com

 

 

 

If you want to receive a paper or e-mail copy of the above listed documents you must request one. There is no charge to you for requesting a copy.

To facilitate timely delivery please make the request as instructed below on or before 05/19/08.

To request material:    Internet: www.proxyvote.com    Telephone: 1-800-579-1639        **Email: sendmaterial@proxyvote.com

**If requesting material by e-mail please send a blank e-mail with the 12-digit Control# (located on the following page) in the subject line.

Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

    

AMBAC FINANCIAL GROUP, INC.

 

LOGO    LOGO     Vote In Person   

 

AMBAC FINANCIAL GROUP, INC. C/O PROXY SERVICES

P.O. BOX 9142

FARMINGDALE, NY 11735

    

Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares.

 

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Vote By Internet

 

  
     To vote now by Internet, go to WWW.PROXYVOTE.COM. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions.

Meeting Location

The Annual Meeting for holders as of 04/07/08

is to be held on 06/03/08 at 11:30 A.M. EDT

at:    Executive Offices

        One State Street Plaza

        New York, NY 10004

 

 

Meeting Directions

For Directions to the Annual Meeting please call 212-668-0340

 

 

 

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Voting items

 

        

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” ITEMS 1, 2, 3, 4 AND 5.

 

1. ELECTION OF DIRECTORS

Nominees:

  

01)   Michael A. Callen

  

04)   Thomas C. Theobald

02)   Jill M. Considine

  

05)   Laura S. Unger

03)   Philip N. Duff

  

06)   Henry D. G. Wallace

 

2. Proposal 2 to Amend the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 350,000,000 to 650,000,000.

 

3. Proposal 3 to Approve Amendments to Ambac’s Equity Plan.

 

4. Proposal 4 to Approve Amendments to Ambac’s Directors Plan.

 

5. Ratify Selection of KPMG LLP as Independent Auditors for 2008.

 

 

 

 

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