Form of Restricted Stock Agreement (executive Officers)

Exhibit 10.63

FORM OF RESTRICTED STOCK AGREEMENT

EXECUTIVE OFFICERS

Date

Employee

Address

AWARD OF RESTRICTED STOCK

Dear :


We are pleased to confirm to you that, subject to the restrictions described below, you have been awarded shares of the Common Stock of MBIA Inc. (the " Company" ), par value $1.00 per share (the " Restricted Shares" ), such award having been approved by the action of the Committee (as defined below) on . This letter will confirm the following agreement between you and the Company with respect to this award of Restricted Shares.

1. Restriction on Transfer. Except as provided in Section 7 or as the Compensation and Organization Committee of the Company' s Board of Directors (the " Committee" ) shall otherwise determine, none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered (the " Transfer Restriction" ) until the Transfer Restriction with respect to such Shares lapse as determined pursuant to the following schedule or at such earlier date as such restrictions shall otherwise lapse under the terms of this letter:

Restriction Lapse Number of Shares

Dollar Value as of [1]

[ ]


For purposes of this letter, the period during which the Restricted Shares remain subject to the transfer restrictions set forth in this Section 1 shall be called the " Restricted Period."


2. Forfeiture of Restricted Stock Upon Voluntary Termination or Termination for Cause. Except as provided in paragraph 3 below or as the Committee shall otherwise determine, if (i) you voluntarily terminate your employment with the Company and each of its subsidiaries or (ii) your employment is terminated by the Company for Cause (as hereinafter defined) prior to the end of the Restricted Period, any Restricted Shares then still subject to the transfer restrictions set forth in Section 1 shall be forfeited and revert back to the Company without any payment to you. For purposes of this letter, " Cause" means (i) your willful failure to perform substantially your duties as an employee of the Company (other than due to physical or mental illness) after reasonable notice to you of such failure, (ii) your engaging in serious misconduct that is injurious to the Company or any of its subsidiaries in any way, including, but


[1] The company not guarantee that the value of the restricted stock will be maintained.


1

not limited to, by way of damage to their respective reputations or standings in their respective industries, (iii) your being convicted of, or your entry of a plea of nolo contendere to, a crime that constitutes a felony or (iv) your breach of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary.

3. Vesting Upon Death, Disability, Termination by the Company Without Cause . If your employment with the Company and its subsidiaries terminates due to (i) your death, (ii) your long-term disability (as determined in accordance with the Company' s applicable policies pertaining to long-term disability), (iii) a termination by the Company other than for Cause or (iv) a Voluntary Termination for Good Reason (as defined below), the Restricted Period shall immediately and automatically lapse, without further action by the Company, on the date of such termination as to any Restricted Shares then still subject to the transfer restrictions set forth in Section 1. A " Voluntary Termination for Good Reason" shall mean any voluntary resignation by you within 120 days following the occurrence of any of the following events without your prior written consent: (i) a significant reduction in your duties, responsibilities or title; (ii) a material reduction in your annual base salary, other than a reduction which is part of an overall reduction in the ...