8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2008 (February 16, 2008)

MBIA INC.

(Exact name of registrant as specified in its charter)

Connecticut	1-9583	06-1185706
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

113 King Street, Armonk, New York	10504
(Addresses of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

914-273-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 16, 2008, the Board of Directors (the “Board”) of MBIA Inc. (“MBIA”) elected Joseph W. Brown, 59, to the Board and the offices of chairman, president and chief executive officer of MBIA, effective immediately. Mr. Brown will serve on the Executive and Finance Committees of the Board. Mr. Brown’s term as director expires at MBIA’s 2008 annual meeting.

On February 16, 2008, Gary C. Dunton informed the Board of his resignation as president, chief executive officer, chairman, and director of MBIA, effective immediately. Mr. Dunton served on the Executive and Finance Committees of the Board. MBIA and Mr. Dunton are finalizing the terms of his severance arrangements, which will be disclosed in a report on Form 8-K once agreed upon. In connection with Mr. Dunton’s resignation, MBIA and Mr. Dunton entered into a letter agreement (the “Letter Agreement”) pursuant to which MBIA agreed to treat Mr. Dunton’s departure no less favorably than a termination by MBIA other than for “cause,” as defined in Mr. Dunton’s letter agreement dated May 6, 2004 (filed as Exhibit 10.67 to MBIA’s Current Report on Form 8-K filed on May 7, 2004). This description of the Letter Agreement is a summary and is qualified in its entirety by reference to the copy of the Letter Agreement attached as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference.

Until May 2004, Mr. Brown had served as chairman and chief executive officer of MBIA, and of its main operating unit, MBIA Insurance Corporation. Mr. Brown retired as executive chairman of MBIA in May 2007. He joined the company as chairman and CEO in January 1999, having been a director since 1986.

Prior to joining MBIA in 1999, Mr. Brown was chairman and CEO of Talegen Holdings, Inc., an insurance holding company. Before his election as chairman and CEO of Talegen, Mr. Brown was president and CEO of Fireman’s Fund Insurance Company. Mr. Brown joined Fireman’s Fund in 1974. He has held numerous executive positions including chief financial officer at the time of its IPO in 1985 from American Express and president and COO at the time of its sale to Allianz AG in 1990.

Mr. Brown served on the board of Oxford Health Plans from 2000 to 2004 and on the board of Fireman Fund Holdings prior to the sale of its insurance subsidiary to Allianz. He has served on the SAFECO board since 2001 and was elected non-executive chairman in January 2006. He steps down from that chairmanship in May 2008.

Mr. Brown is a 1974 graduate of Northern Illinois University, where he majored in Probability and Statistics. He is a fellow of the Casualty Actuarial Society, as well as a member of the American Academy of Actuaries and the Chartered Property Casualty Underwriters Society.

Mr. Brown will be paid an annual salary of $500,000 and will be eligible for a maximum annual incentive bonus of $2,000,000 based on performance conditions established by the Board’s Compensation Committee. Mr. Brown has agreed to purchase 359,000 shares of MBIA stock with his own funds at $12.15 per share (or, if less, the price on the open market on the date or purchase), and his existing stock options will be cancelled. In order to align Mr. Brown’s interests with those of shareholders and to establish substantial performance hurdles to his compensation, Mr. Brown will be granted a performance-vesting restricted stock award of 1,634,000 shares, with an additional award with a value of $5 million to be granted in one year. Both performance-vesting restricted stock awards (the “Awards”) are subject to shareholder approval, and will vest if, within the next five years (that is, on or before February 19, 2013), MBIA’s average closing share price over a 20 business day period equals or exceeds $40. If the Awards do not vest prior to February 19, 2013, they will vest at that time on a pro rata basis, to the extent that the average closing share price over the prior 20 business days is between $16.20 and $40.00 per share. Once shares are vested under the Award, Mr. Brown may not dispose of the shares until the latter of February 19, 2013 and one year after he ceases to be an employee.

If Mr. Brown terminates his employment with MBIA other than for good reason, retirement or death/disability, or if the Company terminates his employment for cause, he will forfeit the Awards to the extent not previously vested. If his employment terminates for good reason, retirement, death/disability or without cause, or if there is a change in control, the Awards will vest on a pro rata basis to the extent that the average closing share price over the 20 business days before such termination, or the price realized by shareholders in the change of control, is between $16.20 and $40.00 per share, and the remaining shares under the Awards thereafter will remain subject to vesting on February 19, 2013 based upon the same pro rata formula. In such case, Mr. Brown will be subject to standard non-competition and non-solicitation terms.

Item 7.01. REGULATION FD DISCLOSURE.

MBIA issued two press releases on February 19, 2008. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto.

The information in the press releases is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This current report of MBIA Inc. includes statements that are not historical or current facts and are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “intend,” “will likely result,” “looking forward” or “will continue,” and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. MBIA cautions readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. The following are some of the factors that could affect financial performance or could cause actual results to differ materially from estimates contained in or underlying the Company’s forward-looking statements: fluctuations in the economic, credit, interest rate or foreign currency environment in the United States and abroad; level of activity within the national and international credit markets; competitive conditions and pricing levels; legislative or regulatory developments; technological developments; changes in tax laws; changes in the Company’s credit ratings; the effects of mergers, acquisitions and divestitures; and uncertainties that have not been identified at this time. The Company undertakes no obligation to publicly correct or update any forward-looking statement if it later becomes aware that such results are not likely to be achieved.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1	Letter Agreement, dated February 16, 2008, between MBIA and Gary C. Dunton.
Exhibit 99.1	Press Release issued by MBIA Inc. dated February 19, 2008.
Exhibit 99.2	Press Release issued by MBIA Inc. dated February 19, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MBIA INC.
By:	/s/ Ram D. Wertheim
	Ram D. Wertheim
	General Counsel

Date: February 19, 2008

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated February 19, 2008

Exhibit 10.1	Letter Agreement, dated February 16, 2008, between MBIA and Gary C. Dunton.
Exhibit 99.1	Press Release issued by MBIA Inc. dated February 19, 2008.
Exhibit 99.2	Press Release issued by MBIA Inc. dated February 19, 2008.

EX-10.1

Exhibit 10.1

MBIA INC.

February 16, 2008

Gary C. Dunton

[98 Golf Lane]

[Ridgefield, CT 06877]

Dear Gary:

On behalf of MBIA Inc. (“MBIA”), we thank you for your dedicated service to MBIA through a difficult period. This letter will confirm that, effective immediately, MBIA accepts your resignation from MBIA’s Board of Directors, the positions of President and Chief Executive Officer and any and all other positions you may hold with MBIA or any of its subsidiaries or affiliates. For purposes of determining your entitlements and obligations upon your resignation, it is agreed that your departure will be treated no less favorably than a termination by MBIA other than for “Cause,” as defined in your letter agreement dated May 6, 2004 (the “Letter Agreement”). Further, the Company agrees that it shall not require you to purchase any shares of the Company’s common stock pursuant to Schedule 1.2(a)(3)(B)(ii) to the Investment Agreement, dated as of December 10, 2007, between Warburg Pincus Private Equity X and the Company and any agreement entered into for the purpose of effecting such purchase, and that it will use its reasonable best efforts to obtain the consent of Warburg Pincus not to enforce such obligation. We will promptly commence work on a comprehensive separation agreement with you, consistent with the foregoing, subject to approval by the Compensation Committee of our Board of Directors.

Very truly yours,
MBIA INC.
By:	/s/ Ram Wertheim
	Ram Wertheim General Counsel

AGREED TO AND ACKNOWLEDGED:
/s/ Gary C. Dunton
Gary C. Dunton	2/16/08
	Date

EX-99.1

Exhibit 99.1

	MBIA Inc. 113 King Street Armonk, NY 10504 www.mbia.com
	NEWS RELEASE

MBIA, Media: Willard Hill +1-914-765-3860

MBIA, Media: Elizabeth James +1-914-765-3889

MBIA, Investor Relations: Greg Diamond +1-914-765-3190

JAY BROWN RETURNS TO MBIA, RESUMING PRIOR POSITIONS AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER

ARMONK, N.Y. — February 19, 2008 — MBIA Inc. (NYSE:MBI) today announced that Joseph (Jay) W. Brown, 59, will return to the company, resuming his positions as chairman and chief executive officer, and becomes president of MBIA, effective immediately. Mr. Brown replaces Gary C. Dunton, 52, who has resigned from MBIA.

Until May 2004, Mr. Brown had served as chairman and chief executive officer of MBIA Inc., and of its main operating unit, MBIA Insurance Corporation. Mr. Brown retired as executive chairman of MBIA Inc. in May 2007. He joined the company as chairman and CEO in January 1999, having been a director since 1986.

“MBIA faces meaningful challenges,” said Mr. Brown. “Thanks to Gary’s hard work, we can now build on our enhanced capitalization and reframe our risk policies and strategies. I see significant opportunities ahead for MBIA. Our shareholders, policyholders, bond owners, and employees need us to re-examine our business model to address changing conditions. I look forward to working with the MBIA team to frame a new model for the financial guarantee business. In addition, it is critical that we expedite our communications with the New York State Insurance Department. I have already spoken with Superintendent Eric Dinallo. I believe we can look forward to improved dialog with the Department. Eric and I had a constructive discussion regarding MBIA’s plans and he provided us with helpful guidance. We expect to rebuild confidence in the company and in the industry.”

"The board appreciates Gary Dunton’s dedicated service to MBIA, particularly his hard work in recent months during our successful capital-raising initiatives. Our enhanced capitalization will enable MBIA to redesign its business to address conditions in the current

market. We are grateful to Gary for his courageous leadership in this critical period,” said David C. Clapp, lead director of the MBIA board. “The entire board joins me in thanking Gary for his contributions and his commitment to MBIA.”

“Moving forward, the board is unanimous in its belief that Jay Brown’s deep understanding of MBIA and its challenges make him singularly qualified to lead the company and differentiate MBIA in the current environment,” said Mr. Clapp. “Jay was present at the inception of the financial guarantee market and has been part of MBIA for more than 20 years. He has proven leadership in tough times. We are delighted that he is returning to the company.”

During the past two months, MBIA has increased its claims-paying resources by as much as $3.2 billion, including $1.1 billion from the sale of 94.6 million shares of common stock, $500 million from the sale of 16.1 million shares of common stock to Warburg Pincus, the sale of $1 billion in surplus notes, and $200 to $500 million (varies by rating agency) in additional net capital generated from operations due to maturing insured transactions during the fourth quarter of 2007. MBIA currently has over $17 billion in total claims-paying resources.

Prior to joining MBIA in 1999, Mr. Brown was chairman and CEO of Talegen Holdings, Inc., an insurance holding company. While at Talegen, Mr. Brown successfully led the company’s reorganization and restructuring, working closely with insurance regulators in all states, including the major state of domicile, New York. Before his election as chairman and CEO of Talegen, Mr. Brown was president and CEO of Fireman’s Fund Insurance Company. Mr. Brown joined Fireman’s Fund in 1974, where he held numerous executive positions including chief financial officer at the time of its IPO in 1985 from American Express and president and COO at the time of its sale to Allianz AG in 1990.

Mr. Brown has a long history of board service in several industry-leading companies where he has also served on key committees within those boards. He served on the board of Oxford Health Plans from 2000 to 2004 and on the board of Fireman Fund Holdings prior to the sale of its insurance subsidiary to Allianz. He has served on the SAFECO board since 2001 and was elected non-executive chairman in January 2006. He steps down from that chairmanship in May 2008. Through service on each of these boards, Mr. Brown has also

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developed experience in serving on key committees including the Executive, Compensation, Finance, Risk, and Audit Committees.

During Mr. Brown’s leadership at MBIA, the company was repeatedly recognized by Institutional Shareholder Services (ISS), Governance Metrics International (GMI) and Moody’s for the quality of corporate governance practices adopted by MBIA.

He is a 1974 graduate of Northern Illinois University, where he majored in Probability and Statistics. He is a fellow of the Casualty Actuarial Society, as well as a member of the American Academy of Actuaries and the Chartered Property Casualty Underwriters Society.

This release contains statements about future results that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these statements are not guarantees of future performance. There are a variety of factors, many of which are beyond MBIA's control, which affect the operations, performance, business strategy and results and could cause its actual results to differ materially from the expectations and objectives expressed in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. MBIA does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made. The reader should, however, consult any further disclosures MBIA may make in its future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.

MBIA Inc., through its subsidiaries, is a leading financial guarantor and provider of specialized financial services. MBIA's innovative and cost-effective products and services meet the credit enhancement, financial and investment needs of its public and private sector clients, domestically and internationally. MBIA Inc.'s principal operating subsidiary, MBIA Insurance Corporation, has the following financial strength ratings: Triple-A from Fitch Ratings with ratings on Rating Watch Negative; Triple-A on CreditWatch with negative implications from Standard & Poor's Ratings Services; and Triple-A on review for possible downgrade from Moody's Investors Service. Please visit MBIA's Web site at www.mbia.com.

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EX-99.2

Exhibit 99.2

	MBIA Inc. 113 King Street Armonk, NY 10504 www.mbia.com
	NEWS RELEASE

MBIA, Media: Willard Hill +1-914-765-3860

MBIA, Media: Elizabeth James +1-914-765-3889

MBIA, Investor Relations: Greg Diamond +1-914-765-3190

MBIA ISSUES LETTER TO OWNERS

ARMONK, N.Y. – February 19, 2008 – MBIA Inc. (NYSE:MBI):

Dear Owners:

Your board of directors recently approached me and asked if I would be willing to return to MBIA, to lead the company during this challenging time. I accepted their offer with great enthusiasm and I am thrilled to be back.

The rapid deterioration in the US residential real estate market, combined with a near total collapse in global liquidity for structured financial products, have presented MBIA with the most serious challenges in its 34-year history. Your board and senior management team have responded to these challenges with an unprecedented capital-raising plan for its insurance operations. More than $2.6 billion has been raised in the last 60 days under the most adverse capital markets conditions imaginable. A job well done!

Your directors emphasized to me that they were now seeking a leader with the vision to place MBIA in the strongest position to provide security for our policyholders and a fair return for our owners. I have seen the company from many vantage points. I was an original shareholder board member in 1986 when MBIA became a monoline. Since then, I have served as an independent director, as a management director, as your CEO for five years and as an outside owner (like you) for the past year. These different perspectives place me in a unique position to assess what has worked and what has not worked over the entire history of the company. They provide me with a rough outline of what I believe the company needs to do from this point forward.

My objectives in the days, weeks, months, and years ahead are very simple. Deal with the current turmoil and position MBIA to sell Triple-A financial guarantee insurance and pay claims (albeit at a lower rate) for at least another 34 years.

MBIA’s long history of credit underwriting has served us well in selecting risks that have met our credit and liquidity standards. We clearly increased our exposure to residential real estate at the wrong time, and have made some mistakes on individual credit underwriting decisions. Nevertheless, I expect MBIA’s ability to pay claims under a wide variety of adverse scenarios to stand up extremely well under this challenge. The steps your company has taken to raise additional capital strengthen that ability and they leave us in a very strong position no matter how the industry evolves.

In my view, the structure of the financial guarantee industry needs redesign. The major rating agencies bestow the valuable Triple-A rating on a limited number of firms after applying extremely stringent tests, similar to MBIA’s own capital analyses. These rating agency tests must conclude that a company has an extremely remote possibility of failing to satisfy all claims on its existing portfolio in a timely and fair basis to merit the Triple-A. I believe this part of the industry business model is working reasonably well.

Conversely, the industry now faces extreme challenges in its ability to raise capital, at attractive rates and in sufficient quantity, to maintain a Triple-A rating on the existing portfolio and sustain an adequate capital base to permit the writing of new policies in a stress environment. For the monoline industry to prosper going forward, I believe the business models must evolve to address the capital-raising challenges when, inevitably, they present themselves again in a different form at a future date.

To that end, you can expect that MBIA is looking at a wide variety of different approaches, working with our primary insurance regulators, the rating agencies and other financial market regulators, to guarantee that this industry and particularly MBIA, can play a vital yet manageable role in the capital markets.

On the governance front, a situation like this presents complicated challenges for your board to make careful compensation decisions on past performance and respond to the need to retain and motivate employees. To that end, I have asked the board to seek shareholder approval for my restricted stock award. I think the move to “say on pay” is an important one for the owners of public companies and we will be a leader on that front.

I ask for your support and guidance and anticipate speaking with many of you in the near future. We will do our best!

Sincerely,

Jay Brown

***

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This release contains statements about future results that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these statements are not guarantees of future performance. There are a variety of factors, many of which are beyond MBIA’s control, which affect the operations, performance, business strategy and results and could cause its actual results to differ materially from the expectations and objectives expressed in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. MBIA does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made. The reader should, however, consult any further disclosures MBIA may make in its future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.

MBIA Inc., through its subsidiaries, is a leading financial guarantor and provider of specialized financial services. MBIA’s innovative and cost-effective products and services meet the credit enhancement, financial and investment needs of its public and private sector clients, domestically and internationally. MBIA Inc.’s principal operating subsidiary, MBIA Insurance Corporation, has the following financial strength ratings: Triple-A from Fitch Ratings with ratings on Rating Watch Negative; Triple-A on CreditWatch with negative implications from Standard & Poor’s Ratings Services; and Triple-A on review for possible downgrade from Moody’s Investors Service. Please visit MBIA’s Web site at www.mbia.com.

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