X0202
4
2008-03-28
0
0000814585
MBIA INC
MBI
0001317251
McLoughlin Thomas G
C/O MBIA INC.
113 KING STREET
ARMONK
NY
10504
0
1
0
0
Vice President
Employee Stock Option (right to buy)
12.5
2008-03-28
4
A
0
200000
12.5
A
2015-03-28
Common Stock
200000
200000
D
The options vest if the average share price of MBIA common stock over any 20 consecutive trading days is at least $40 per share, subject to continued employment through the vesting date. In addition, a portion of the options vest upon a change in control (based on the share price immediately prior to the change in control) or retirement or 3/28/13 (based on the average price for the 20 previous trading days), subject to continued employment through such date, where (1) none of the options vest if the price is $16.20 or less, (2) 20% vest if the price is $20.96, (3) 40% vest if the price is $25.72, (4) 60% vest if the price is $30.48, (5) 80% vest if the price is $35.24 and (6) all of the options vest if the price is $40 or more, with interpolated vesting if the price is between such points. Any options that remain unvested after resignation (other than retirement), termination for cause or 3/28/13 shall be cancelled. Vested options are exercisable from 3/28/13 through 3/28/15.
/s/Leonard I. Chubinsky, Attorney-in-Fact
2008-04-01