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
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.