MBIA Inc.

Nominating/Corporate Governance Committee Charter

The duties and functions of the Nominating/Corporate Governance Committee of the

Board of Directors of MBIA Inc. shall be as follows:

I. Review the qualifications of and recommend to the Board of

Directors of MBIA Inc. nominees for Directors (a) to be submitted to

the shareholders for election as Directors at each Annual Meeting

of Shareholders and (b) to fill any vacancies occurring on the Board

from time to time.

II. Consider and make recommendations to the Board of Directors

concerning the size and composition of the Board of Directors.

III. Review from time to time and recommend to the Board of Directors

guidelines and criteria for selecting nominees to the Board.

IV. Recommend to the Board the compensation to be paid to the

Directors of the Board. Propose nominees to serve on the various

Committees of the Board of Directors.

V. Develop and recommend to the Board a set of corporate

governance principles.

VII. Conduct an annual performance evaluation of the Committee.

VIII. Oversee the annual evaluation of the Board and management.

The Nominating/Corporate Governance Committee shall have the sole authority

to retain and terminate search firms. The Committee shall also have authority to

retain independent consultants to advise it.