MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan



 Exhibit 10.1 
 MBIA INC. 2005 FOR NON-EMPLOYEE DIRECTOR DEFERRED 
 COMPENSATION PLAN 
 WHEREAS, the Company had adopted the Pre-2005 Plan which remains in effect for deferrals made on or prior to December 31, 2004; 
 WHEREAS, the Company wishes to enable non-employee directors to continue deferring compensation after December 31, 2004 in a manner consistent with
the requirements of Section 409A of the Code so as to avoid the imposition of penalty taxes on non-employee directors deferring compensation; 
 WHEREAS, it is intended that the compensation deferrals under the Pre-2005 Plan shall remain “grandfathered” and therefore not subject to Section 409A of the Code; 
 WHEREAS, this Plan is intended to be a successor to the Pre-2005 Plan, and a continuation thereof, but structured as a separate plan for ease of
recordkeeping and administration; 
 NOW THEREFORE, the Company hereby adopts the MBIA Inc. 2005 Non-Employee Director Deferred Compensation
Plan (the “Plan”) governing deferrals made on and after January 1, 2005. 
  

	 	1.	Purpose. 

 The purpose of the Plan is to permit
eligible directors of MBIA Inc. to defer compensation and to enhance the long-term mutuality of interest between the directors and shareholders of MBIA Inc. by providing eligible directors the opportunity to purchase the common stock of MBIA Inc.
and to otherwise share in the success of MBIA Inc. 
  

	 	2.	Definitions. 

 “Accounts” means the
Investment Account and Share Account maintained by the Company on behalf of each Participant in the Plan. 
 “Board” means
the Board of Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended, or any subsequent
income tax law of the United States. References to Code sections shall be deemed to include all subsequent amendments of those sections or the corresponding provisions of any subsequent income tax law. 







 “Common Stock” means the common stock of the Company, par value $1.00 per share, any
common stock into which such common stock may be changed and any common stock resulting from the reclassification of such common stock. 
 “Company” means MBIA Inc., a Connecticut corporation. 
 “Deferred Compensation” means, with
respect to a Participant, the aggregate amount of the Retainer and/or Fees deferred by such Participant in accordance with Section 4(a) hereof. 
 “Eligible Director” means a director of the Company who is not an employee of the Company or any of its subsidiaries. 
 “Exchange Shares” means a Share granted to an Eligible Director pursuant to Section 5 hereof in exchange for such Eligible Director’s election to forego receipt of all or a portion of his or
her Retainer or Fees. 
 “Fair Market Value” means, on any date, the closing price of the Common Stock as reported on the
consolidated tape of the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions
reported on such tape (or such other system) on such date, Fair Market Value shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported. 
 “Fees” means the attendance fees and chairperson fees payable to an Eligible Director for his or her services as a director of the
Company. 
 “Investment Account” means a book entry account established and maintained by the Company on behalf of a
Participant to record the Deferred Compensation allocated to the Participant’s Investment Account and any additions thereto or subtractions therefrom credited or charged in accordance with Section 4(b) hereof. 
 “Participant” means an Eligible Director who has elected in accordance with Section 4(a) of the Plan to defer receipt of any
portion of the Retainer and/or Fees otherwise payable to such Eligible Director. An individual shall cease to be a Participant upon the payment on behalf of such individual of all amounts then standing to the credit of such individual’s
Accounts under the Plan. 
 “Plan” means the MBIA Inc. 2005 Non-Employee Director Deferred Compensation Plan, as the same
may be amended from time to time. 
 “Pre-2005 Plan” means the Amended and Restated Deferred Compensation and Stock
Ownership Plan for Non-Employee Directors of MBIA, Inc. 
  

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 “Retainer” means the annual retainer payable to an Eligible Director for his or her
services as a director of the Company. 
 “Share” means a share of Common Stock. 
 “Share Account” means a book entry account established and maintained by the Company on behalf of a Participant to record the Deferred
Compensation allocated to the Participant’s Share Account and any additions thereto or subtractions therefrom credited or charged in accordance with Section 4(b) hereof. 
  

	 	3.	Administration. 

 (a) The Plan shall be administered
by the Board. The Board may delegate its powers and functions hereunder to a duly appointed committee of the Board consisting of two or more members, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3, as
promulgated under the Securities Exchange Act of 1934, as amended. 
 (b) The Board shall have full authority to interpret the Plan; to
establish, amend and rescind rules for carrying out the Plan; to administer the Plan; and to make all other determinations and to take such steps in connection with the Plan, the Accounts and any Exchange Shares granted hereunder as the Board, in
its discretion, deems necessary or desirable for administering the Plan. 
 (c) The Board may designate the Secretary of the Company, other
employees of the Company or competent professional advisors to assist the Board in the administration of the Plan and may grant authority to such person to execute agreements or other documents on its behalf. 
 (d) The Board may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation received from any such consultant or agent. No member or former member of the Board or any committee thereof or any person designated pursuant to subsection (c) above
shall be liable for any action or determination made in good faith with respect to the Plan, any Account or any grant hereunder. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company, each
member or former member of the Board or any committee thereof or any person designated pursuant to subsection (c) above shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) or liability
(including any sum paid with the approval of the Company in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such person’s own fraud or bad faith. Such indemnification shall be
in addition to any rights of indemnification such person may have as a director, officer or employee of the Company or under the Certificate of Incorporation or the By-Laws of the Company. Expenses incurred by the Board in the engagement of any such
counsel, consultant or agent shall be paid by the Company. 
  

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 (e) For any period after the Effective Date and until December 31, 2007, this Plan shall have been
administered by the Board in accordance with the terms and conditions of the Pre-2005 Plan, but subject to such modifications or adjustments thereto as shall have been necessary to assure good faith compliance with section 409A of the Code during
such period. For this purpose and for purposes of any transitional rule applicable under Section 409A of the Code, this Plan shall be treated as though a continuation of the Pre-2005 Plan. 
  

	 	4.	Deferral Program. 

 (a) Deferral Election.

 (i) Participation. Prior to December 15 of any calendar year, an Eligible Director may elect to defer all or
any portion, in 25% increments, of (i) the Retainer payable for services rendered in the calendar year following the calendar year in which such election is made and (ii) the Fees payable in respect of services rendered in
the calendar year following the calendar year in which such election is made. Any person who shall become an Eligible Director during any calendar year and does not otherwise participate in or is eligible to participate in any “Account Balance
Plan” of the Company within the meaning of Section 409A of the Code may elect, not later than the 30th day following the commencement of his term as an Eligible Director, to defer payment of all or a portion, in 25% increments, of the
Retainer and/or Fees payable for the portion of the calendar year following such election. 
 (ii) Form and Duration of
Deferral Election. A deferral election shall be made by written notice filed with the Secretary of the Company. Such election shall continue in effect (including with respect to the Retainer and/or Fees payable for and/or in, respectively,
subsequent calendar years) unless and until the Participant revokes or modifies such election by written notice filed with the Secretary of the Company. Any such revocation or modification of a deferral election with respect to the Retainer and/or
Fees shall become effective as of the end of the calendar year in which such notice is given and only with respect to the Retainer and/or Fees payable for services as a director in the calendar year following such election. Amounts credited to the
Participant’s Accounts prior to the effective date of any such revocation or modification of a deferral election shall not be affected by such revocation or modification and shall be distributed only in accordance with the otherwise applicable
terms of the Plan. 
  

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 (iii) Renewal. An Eligible Director who has revoked an election to participate in
the Plan may file a new election in accordance with Section 4(a)(i) above to defer (A) the Retainer payable for services to be rendered in the calendar year following the calendar year in which such new election is filed and/or
(B) the Fees payable in the calendar year following the calendar year in which such new election is filed for services to be rendered in the calendar year following the calendar year in which such new election is filed. 
 (b) Participants’ Accounts. 
 (i) Establishment of Accounts. The Company shall maintain an Investment Account and a Share Account on behalf of each Participant and shall make additions to and subtractions from such Accounts as provided
herein. 
 (ii) Investment Account. Deferred Compensation allocated to a Participant’s Investment Account pursuant
to Section 4(b)(iv) shall be credited to the Investment Account as of the date such Deferred Compensation would have been paid to the Participant. As of the end of each calendar quarter, each Participant’s Investment Account shall be
credited with (or reduced by) an amount representing the hypothetical return (or loss) that would have been earned had the amount credited to such Account been invested among the notional investment or investments approved by the Board for purposes
of this Plan and specified in the Participant’s election form during the portion of such calendar quarter that such amounts were credited to the Participant’s Investment Account. 
 (iii) Share Account. Deferred Compensation allocated to a Participant’s Share Account pursuant to Section 4(b)(iv) shall
be deemed to be invested in that number of notional Shares (the “Units”) which is equal to the quotient obtained by dividing (i) the dollar amount of such Deferred Compensation by (ii) the Fair Market Value of a
Share on the date the Deferred Compensation then being allocated to the Share Account would otherwise have been paid to the Participant. Whenever a dividend (other than a dividend payable in the form of Common Stock) is declared with respect to the
Common Stock, the number of Units credited to a Participant’s Share Account shall be increased by that number of Units which is equal to the quotient obtained by dividing 
 (A) an amount equal to the product of (x) the number of Units credited to the Participant’s Share Account on the related dividend
record date multiplied by (y) the amount of any cash dividend declared by the Company with respect to a Share (or, in the case of any dividend distributable in property other than Common Stock, the per share value of such dividend, as
determined by the Company for purposes of income tax reporting) by 
  

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 (B) the Fair Market Value of a Share on the related dividend payment date. 
 In the case of any dividend declared on the Common Stock which is payable in Common Stock, a Participant’s Share Account shall be
increased by that number of Units which is equal to the product of 
 (x) the number of Units credited to the Participant’s Share
Account on the related dividend record date multiplied by 
 (y) the number of Shares (including any fraction thereof) declared as a
dividend with respect to a Share. 
 (iv) Investment Elections with Respect to Deferred Compensation. 
  

	 	(A)	General Rules. Each election with respect to the initial allocation of Deferred Compensation to a Participant’s Share Account pursuant to subsection (B) below or a
change in the manner in which Deferred Compensation is allocated between a Participant’s Accounts pursuant to subsection (C) below shall be irrevocable once made; provided, however, that nothing herein shall preclude a
Participant from making a subsequent election in accordance with subsection (C) below to change the manner in which Deferred Compensation is allocated between such Participant’s Accounts under the Plan. 

  

	 	(B)	Initial Investment Elections. At the time an Eligible Director elects to defer any portion of his or her Retainer or Fees pursuant to Section 4(a), such Eligible
Director shall elect, by written notice delivered to the Secretary of the Company, the manner in which such Deferred Compensation shall be allocated between such Director’s Investment Account and Share Account. Any Deferred Compensation to be
credited to either Account shall be rounded to the nearest whole cent, with amounts equal to or greater than $.005 rounded up and amounts below $.005 rounded down. If an Eligible Director fails to notify the Secretary as to how to allocate the
Deferred Compensation between the two Accounts, 100% of such Deferred Compensation shall be credited to such Director’s Share Account. 

  

	 	(C)	Change of Investment Elections. By written notice to the Secretary of the Company delivered not later than the last day of any calendar quarter, a Participant may elect to
change the manner in which Deferred Compensation is to be allocated between such Participant’s Investment Account and Share Account. 

  

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 (c) Distributions from Accounts. 
 (i) Form of Distribution Election. At the time an Eligible Director makes his or her first deferral election pursuant to
Section 4(a) hereof, such Eligible Director shall also file with the Secretary of the Company a written election (a “Distribution Election”) with respect to the timing, form of payment and manner of distribution of
(A) the aggregate amount, if any, credited to the Director’s Investment Account and (B) the value of any Units credited to the Director’s Share Account. A Distribution Election shall specify that a distribution from
the Investment Account and/or the Share Account shall be paid in one lump sum payment or in such number of installments as such Eligible Director may designate in accordance with Section 4(c)(ii) below. 
 Distributions under the Plan (including distributions made in installments pursuant to Section 4(c)(ii)) shall be made or commence to
be made during the 90 day period commencing immediately following the date the Eligible Director experiences a separation from service within the meaning of Section 409A of the Code. All amounts credited to the Eligible Director’s
Investment Account shall be payable in cash and amounts credited to the Eligible Director’s Share Account shall be payable in Shares. 
 (ii) Installment Payments. In lieu of receiving payment in respect of a Participant’s Accounts in one lump sum payment, in his or her initial Distribution Election, a Participant may elect in accordance
with this Section 4(c) to receive payment of his Accounts in substantially equal annual or monthly installments over a period not exceeding twenty years. In no event may the value of any annual or monthly payment be less than $10,000 or $1,000,
respectively. 
 (iii) Amendment of Distribution Election. 
  

	 	(A)	A Participant may at any time, and from time to time, elect by written notice delivered to the Secretary of the Company to change any Distribution Election; provided,
however, that no such election shall be effective unless (x) it is received by the Secretary of the Company not later than one year prior to the date on which the distribution otherwise would have commenced under
Section 4(c)(i) and (y) installment payments and any lump sum payment made pursuant to the amended Distribution Election shall not begin until at least five years after the distribution otherwise would have been paid.


  

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	 	(B)	In Plan Year 2006, a Participant may elect to change the method in which distributions from his or her Account shall be made from that determined under Section 4(a) to any
other method of distribution that would have been permitted under Section 4(a), above, provided that no such amendment shall (x) change a Deferral Election with respect to distributions that the Participant otherwise would
receive in Plan Year 2006 or (y) cause a distribution to occur in 2006. 

  

	 	(C)	In Plan Year 2007, a Participant may elect to change the method in which distributions from his or her Account shall be made from that determined under Section 4(a) to any
other method of distribution that would have been permitted under Section 4(a), above, provided that no such amendment shall (x) change a Deferral Election with respect to distributions that the Participant otherwise would
receive in Plan Year 2007 or (y) cause a distribution to occur in 2007. 

 (iv) Payment of Plan
Distributions. Any distribution hereunder, whether in the form of a lump sum payment or installments, shall commence in accordance with the Distribution Election made by the Participant in accordance with Section 4(c)(i) or 4(c)(iii),
whichever such Election is effective as of the date distributions hereunder commence. If a Participant fails to specify in accordance with Section 4(c)(i) or 4(c)(iii) that a distribution shall be made in a lump sum payment or a number of
installments, such distribution shall be made in a lump sum payment. In the case of any distribution being made in annual or monthly installments, each installment after the first installment shall be paid on the first business day of each calendar
year or calendar month, as applicable, following the year or month, as applicable, in which such first installment is paid until the entire amount subject to such installment Distribution Election shall have been paid. 
 (v) Investment Account Installment Payments. Where a Participant receives the balance of his Investment Account in annual or
monthly installments, the amount of each installment distribution shall be equal to the product of (i) the balance credited to such Participant’s Investment Account on the date of such distribution and (ii) a fraction,
the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time. 
 (vi) Share Account Installment Payments. Where a Participant receives any portion of the balance of his Share Account in annual or monthly installments, the number of Units subject to each installment
distribution shall be equal to the product of (i) the number of Units in such Participant’s Share 

  

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Account on the date of such distribution and (ii) a fraction, the numerator of which is one (1) and the denominator of which is the total
number of installments remaining to be paid at that time. 
 (vii) Distribution on Death. If a Participant shall die
before payment of all amounts credited to the Participant’s Accounts has been completed, the unpaid balance then credited to such Participant’s Accounts shall be paid to the Participant’s designated beneficiaries or estate in
accordance with the Distribution Election then in effect, with payment to begin on the first business day of the first calendar month commencing after the date of the Participant’s death. A Participant may designate a beneficiary or
beneficiaries (which may be an entity other than a natural person) to receive any payments to be made upon the Participant’s death pursuant to this Section 4. At any time, and from time to time, any such designation may be changed or
cancelled by the Participant without the consent of any beneficiary. Any such designation, change or cancellation must be made by written notice filed with the Secretary of the Company. If a Participant designates more than one beneficiary, any
payments to such beneficiaries made pursuant to this Section 4 shall be made in equal shares unless the Participant has designated otherwise, in which case the payments shall be made in the shares designated by the Participant. If no
beneficiary has been named by a Participant, payment shall be made to the Participant’s estate. 
  

	 	5.	Exchange Share Program. 

 (a) Grant. Subject
to the provisions of subsection (c) below, each Eligible Director may elect, by written notice to the Secretary of the Company, to receive Exchange Shares pursuant to the formula set forth in subsection (d) below by agreeing to forgo all
or any portion of such Eligible Director’s Retainer and/or Fees not subject to the Deferral Election that are payable in the calendar year following the calendar year in which such election is made. 
 (b) Date of Issuance. Exchange Shares shall be issued as of the first day of each calendar quarter with respect to which an Eligible Director has
elected to forgo a portion of his or her Retainer or Fees, (i) with respect to the Retainer payable to such Eligible Director, payable for services to be performed during such calendar quarter and (ii) with respect to the
Fees payable to such Eligible Director, payable for services rendered in the immediately preceding calendar quarter (the “Date of Issuance”), but based on the amount of such Retainer or Fees, as applicable, in effect at the time of the
election described in subsection (c) below. Notwithstanding the foregoing, if the Date of Issuance in any calendar quarter is a date on which the New York Stock Exchange (or such other exchange on which the Common Stock is then traded) is not
open for trading, the grant shall be made on the first day thereafter on which the New York Stock Exchange (or such other exchange) is open for trading. 
  

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 (c) Method of Election. An Eligible Director who wishes to elect to receive one or more Exchange
Shares in accordance with Section 5(a) shall deliver to the Secretary of the Company a written irrevocable election, not later than December 15 of each calendar year with respect to the Retainer and/or Fees payable to such Eligible
Director in the next following calendar year, specifying the amount of such Director’s Retainer and/or Fees which he or she wishes to forgo. (If the date an election is due is not a business day, such election shall be due on the last business
day immediately preceding such otherwise applicable date.) In the event that an Eligible Director elects to forgo less than 100% of his or her Retainer and/or Fees for a relevant year, such Director may provide in his or her election that such
foregone amount be applied to the issuance of Exchange Shares pro rata in each calendar quarter or from the full amount of the Retainer and Fees otherwise payable for each quarter until the full amount elected has been so applied. If an Eligible
Director fails to specify the timing of the deductions, the amount of such Director’s forgone Retainer and/or Fees will be applied to the issuance of Exchange Shares pro rata in each calendar quarter. 
 (d) Number of Shares. The number of Exchange Shares to be issued as of each Date of Issuance shall be equal to the number of whole Shares
determined by the quotient of (x) and (y) below, where (x) and (y) are: 
 (x) the dollar amount of the Retainer
and/or Fees being foregone with respect to services to be performed during the applicable quarter in accordance with an election under this Section 5 to receive Exchange Shares; and 
 (y) the Fair Market Value of the Exchange Shares on the Date of Issuance. 
 If the above quotient produces a fractional Share, the Participant shall receive the cash value of such fractional Share, based on the then Fair Market Value, instead of receiving such fractional Share. 
  

	 	6.	Shares; Adjustments in Event of Changes in Capitalization. 

 (a) Shares Authorized for Issuance. The total number of Shares subject to award under the Plan and the Pre-2005 Plan may not exceed 100,000 Shares, subject to adjustment pursuant to subsection (b) below. The Shares as to which
awards are granted hereunder may be either authorized but unissued Shares or issued Shares that have been or may be reacquired by the Company, as determined from time to time by the Board. Any Shares subject to award hereunder which for any reason
are cancelled or terminated without the issuance of any Common Stock shall again be available for award under the Plan. 
  

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 (b) Adjustments in Certain Events. In the event of any stock dividend or stock split,
recapitalization, merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than ordinary cash dividends), exchange of shares, rights offering to purchase Common Stock at a price substantially below fair market
value or other similar corporate change, the Board shall make such equitable adjustments in the number of Shares or Units authorized to be granted hereunder, to the class of any award hereunder, or to any outstanding award, as it deems appropriate
in order to prevent dilution or enlargement of rights. 
  

	 	7.	Amendment and Termination. 

 The Board may at any
time terminate the Plan and may from time to time alter or amend the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 8(d));
provided, that, unless otherwise required by law, the rights of an Eligible Director with respect to amounts, if any, standing to the credit of such Director’s Investment or Share Account or with respect to Exchanges Shares granted to
such Director prior to such termination, alteration or amendment may not be impaired without the consent of such Director. 
  

	 	8.	Miscellaneous. 

 (a) Unfunded Plan. The
Company shall not be obligated to fund its liabilities under the Plan, the separate memorandum Accounts established for each Participant shall not constitute trusts and no person shall have any claim against the Company or its assets in connection
with the Plan other than as an unsecured general creditor. 
 (b) No Stock Ownership. The crediting of Units to the Share Accounts
pursuant to Section 4(b) hereof shall not be deemed to create any interest in any class of equity securities of the Company and no Participant (or beneficiary) shall have any rights of a shareholder with respect to Units credited hereunder
unless and until certificates representing the Shares subject to such Units are issued to such Participant (or his or her designated beneficiaries). 
 (c) Nonalienation. The right of a Participant to receive a distribution of the value of such Participant’s Accounts payable pursuant to the Plan shall not be subject to assignment or alienation and shall
not be transferable by the Participant other than by will or under the applicable laws of descent and distribution. 
 (d) Regulatory
Compliance and Listing. The issuance or delivery of any Shares or other stock may be postponed by the Company for such period as may be required to comply with any applicable requirements under the Federal securities laws, any applicable listing
requirements of any national securities exchange and requirements 

  

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under any other law or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to issue or deliver any
Shares or other stock if the issuance or delivery of such Shares shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. The Company shall use reasonable
efforts to comply with any such requirements. 
 (e) Acceleration of Payment. Notwithstanding anything in the Plan to the contrary,
neither the Participant nor the Company may change the Participant’s Distribution Election so as to accelerate the date of distribution or otherwise permit a deferral or distribution in violation of Section 409A of the Code. 
 (f) Status as a Director. Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any director for
reelection by the Company’s shareholders. 
 (g) Tax Withholding. The Company shall have the right to require, prior to the
issuance or delivery of any Shares or other shares of stock or property or the making of any payment hereunder, payment by the Eligible Director of any taxes required by law with respect to the issuance or delivery of such shares or other property
or the making of any such payment. 
  

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