Exhibit  10.68


                    FORM OF RESTRICTED STOCK AWARD AGREEMENT
                    ----------------------------------------

         AGREEMENT made and entered into as of this 6th day of May, 2004 between
MBIA Inc., a Connecticut corporation (the "Company"), and Joseph W. Brown (the
"Grantee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company has established the MBIA Inc. Annual and Long-Term
Incentive Plan, as amended (the "Plan") providing, among other things, for the
award of shares of Common Stock, par value $1 per share, of the Company
("Shares") to key employees of the Company and certain wholly-owned subsidiaries
of the Company, contingent upon the achievement of performance objectives
established by the Compensation and Organization Committee (the "Committee") of
the Board of Directors of the Company (the "Board");

         WHEREAS, the Grantee has served as the Company's Chairman of the Board
of Directors ("Chairman") and Chief Executive Officer, and the Company desires
that he continue his service in the role of executive Chairman for the period
commencing on the date hereof and ending on the earlier of the date of the
Company's May 2007 annual shareholders meeting and May 31, 2007 (the
"Termination Date") (such period through the Termination Date, the "Transition
Period");

         WHEREAS, the Company has determined that, as an inducement for the
Grantee to continue serving the Company during the Transition Period, as an
incentive for his continuing efforts during the Transition Period and as a
reward for taking actions intended to enhance the Company's performance, both
during and beyond the Transition Period, it is in the interest of the Company
and its shareholders for the Grantee to be granted an award of Shares subject to
the terms and conditions set forth herein, including, without limitation, the
requirement that, in the ordinary course, such Shares will only be and become
vested upon the achievement of the performance conditions set forth herein; and

         WHEREAS, the Committee has determined to grant to the Grantee the
number of Shares set forth below, subject to the terms and restrictions set
forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Company and the Grantee (together, the "Parties") do
hereby agree as follows:

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         1. Grant of Restricted Stock. The Company hereby evidences and confirms
its grant to the Grantee, effective as of the date hereof (the "Grant Date"), of
200,000 Shares subject to the terms and restrictions contained herein (the
"Restricted Stock").

         2. Vesting of Restricted Stock.

         (a) Restricted Period. Except as provided in Section 5 hereof, the
Restricted Stock granted hereby may not be sold, assigned, transferred, pledged,
hypothecated or otherwise directly or indirectly encumbered or disposed of
except to the extent that the Restricted Stock has "vested" (i.e., become (i)
non-forfeitable and (ii) freely transferable except for restrictions imposed by
law or regulation) pursuant to Sections 2(b) through 2(d) below.

         (b) MBV Appreciation. A percentage of the Restricted Stock, determined
pursuant to the table set forth below, shall become vested on the earlier of (i)
the first date on or following the Termination Date on which MBV Appreciation
equals or exceeds 50% and (ii) January 1, 2009 (such earlier date, the "MBV
Trigger Date"), based on the applicable MBV Appreciation measured as of such MBV
Trigger Date; provided that, if MBV Appreciation shall have equaled or exceeded
50% as of any date prior to the Termination Date, 100% of the Restricted Stock
shall vest, subject to Section 2(e) below, on the Termination Date:

      ------------------------------------ -------------------------------
      MBV Appreciation as of MBV Trigger        Vested Percentage of
                     Date                         Restricted Stock
      ------------------------------------ -------------------------------

      ------------------------------------ -------------------------------
                      0%                                 0%
      ------------------------------------ -------------------------------
                      10%                               20%
      ------------------------------------ -------------------------------
                      20%                               40%
      ------------------------------------ -------------------------------
                      30%                               60%
      ------------------------------------ -------------------------------
                      40%                               80%
      ------------------------------------ -------------------------------
                  50% or more                           100%
      ------------------------------------ -------------------------------

Intermediate levels of vesting shall be determined by linear interpolation
(e.g., MBV Appreciation as of the MBV Trigger Date of 25% will yield 50%
vesting).

         (c) Accelerated Vesting upon Certain Terminations of Employment. To the
extent that the Restricted Stock shall not have previously become vested
pursuant to Section 2(b) above or been forfeited pursuant to Section 2(e) below,
the Restricted Stock shall become fully vested upon the termination of the
Grantee's employment with the Company prior to the Termination Date: (i) due to
the Grantee's death or Disability; (ii) by the Company other than for Cause;
(iii) in a Constructive Termination Without Cause; or (iv) for any reason
(including, without limitation, a voluntary termination by the Grantee)

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following or as a result of a Change of Control that is not a Change of Control
described in Section 2(d). Any termination of the Grantee's employment with the
Company (for any reason) occurring on or after the Termination Date shall have
no impact on the vesting or forfeiture of the Restricted Stock.

         (d) Certain Change of Control Transactions. The Restricted Stock shall
become fully vested immediately upon the occurrence of a Change of Control
following which the Company ceases to be a "publicly held corporation" within
the meaning of section 162(m)(2) of the Code, irrespective of whether the
Grantee's employment terminates in connection therewith.

         (e) Forfeiture Events. The Restricted Stock shall be forfeited, and
shall not thereafter vest, upon (i) a voluntary termination of his employment
with the Company by the Grantee prior to the Termination Date (other than due to
Disability, in a Constructive Termination Without Cause or upon or following a
Change of Control) or (ii) a termination of the Grantee's employment by the
Company for Cause prior to the Termination Date. Any termination of the
Grantee's employment with the Company (for any reason) occurring on or after the
Termination Date shall have no impact on the vesting or forfeiture of the
Restricted Stock. Additionally, any portion of the Restricted Stock that remains
unvested after the MBV Trigger Date under Section 2(b) above shall be forfeited
and shall not thereafter vest.

         3. No Right to Continued Employment. The grant of the Restricted Stock
hereunder shall not be construed as granting to the Grantee any right of
continued employment, and the right of the Company to terminate the Grantee's
employment at any time at will (whether by dismissal, discharge or otherwise) is
specifically reserved.

         4. Excise Tax. In the event that any payment or benefit made or
provided to or for the benefit of the Grantee under this Agreement, or under any
plan, agreement, program or arrangement of the Company or any of its affiliates
(a "Payment") is determined to be subject to any excise tax ("Excise Tax")
imposed by Section 4999 of the Code, the Company shall pay to the Grantee at or
prior to the time any Excise Tax is payable with respect to such Payment
(through withholding or otherwise), an additional amount which, after the
imposition of all income, employment, excise and other taxes payable by the
Grantee thereon, is equal to the sum of (i) the Excise Tax on such Payment plus
(ii) any penalty and interest assessments associated with such Excise Tax. The
determination of whether any Payment is subject to the Excise Tax and, if so,
the amount to be paid by the Company to the Grantee and the time of payment
pursuant to this Section 4 shall be made by an independent, nationally
recognized United States public accounting firm (the "Auditor") jointly selected
by the Parties and paid by the Company. If the Parties cannot agree on the firm
to serve as the Auditor, then the Parties shall each select one nationally
recognized United States accounting firm and those two firms shall jointly
select the accounting firm to serve as the Auditor, which firm shall not have
acted in any way on behalf of the Company during the two years preceding its

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selection. The Parties shall cooperate with each other in connection with any
proceeding or claim relating to the existence or amount of any liability for any
Excise Tax. All expenses relating to any such proceeding or claim (including any
attorneys' fees and other expenses associated therewith) shall be paid by the
Company promptly upon demand by the Grantee, and any such payment shall be
subject to gross up in the event that the Grantee is subject to any income tax,
employment tax or Excise Tax on it. In the event that the Grantee is entitled to
a gross-up from the Company under the provisions of this Agreement and any other
agreement or arrangement with the Company, the payment, if any, to be made in
respect of any Excise Tax under this Section 4 shall not be in addition to or
duplicative of any such other payment.

         5. Nonassignability of Restricted Stock. The Restricted Stock is
personal and, prior to the vesting of such Restricted Stock, no rights granted
hereunder may be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and no such rights shall be subject
to execution, attachment or similar process, except that the Restricted Stock
may be transferred, in whole or in part, (i) by will or the laws of descent and
distribution or (ii) to any Immediate Family Member or to any trust, the sole
beneficiaries of which are the Grantee and/or his Immediate Family Members, or
to any entity (including, without limitation, any corporation, partnership or
limited liability company) in which the Grantee, his Immediate Family Members or
trusts solely for the benefits of such persons hold all the beneficial
interests, provided that such Immediate Family Members and/or trusts and/or
other entities (and upon distribution their beneficiaries) are bound by the
provisions of this Agreement. For purposes of this Agreement, the term
"Immediate Family Member" shall mean the Grantee's parents and spouse and any of
the lineal descendants of the Grantee, his spouse or either of his parents
(including, without limitation, descendants by adoption). Any person or entity
to whom these Shares has been transferred in whole or in part in part in
accordance with this Section 5 shall to the extent of the transfer, succeed to
the rights and obligations of the Grantee under this Agreement.

         6. Rights as Stockholder. Except as otherwise provided in this
Agreement, Grantee shall have, with respect to all Restricted Stock, the right
to vote such Restricted Stock and the right to receive cash and other dividends,
if any, as may be declared on the Restricted Stock from time to time. Any
securities issued to or received by the Grantee with respect to Restricted Stock
as a result of a stock split, a dividend payable in capital stock or other
securities, a combination of shares or any other change or exchange of the
Restricted Stock for other securities, by reclassification, reorganization,
distribution, liquidation, merger, consolidation, or otherwise, shall be subject
to the same restrictions on transfer and vesting, have the same status, and bear
the same legend, as the Restricted Stock, unless otherwise determined by the
Committee.

         7. Legend. Until the vesting of the Restricted Stock pursuant to
Section 2, each certificate evidencing Shares subject to the Grantee's

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Restricted Stock shall be registered in the Grantee's name and shall bear the
following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN A RESTRICTED STOCK
AWARD AGREEMENT BETWEEN MBIA INC. AND JOSEPH W. BROWN, AND NEITHER THIS
CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE
TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY." Promptly following the determination of
the Grantee's vested portion of Restricted Stock pursuant to Section 2 above,
the Grantee shall be furnished certificate(s) for any such vested Shares that
bear no such legend.

         8. Withholding. The Grantee agrees to make appropriate arrangements
with the Company for satisfaction of any applicable tax withholding requirements
("tax obligations") arising out of this Agreement. Such tax obligations may be
satisfied in cash or, at the election of the Grantee, with vested Shares of
Restricted Stock that have an aggregate Market Value on the date of vesting
equal to the amount of taxes required to be withheld.

         9. Amendment or Waiver. No provision of this Agreement may be amended
unless such amendment is set forth in a writing signed by the Parties. No waiver
by any person of any breach of any condition or provision contained in this
Agreement shall be deemed a waiver of any similar or dissimilar condition or
provision at the same or any prior or any subsequent time. To be effective, any
waiver must be in writing signed by the waiving person.

         10. References and Headings. References herein to rights and
obligations of the Grantee shall apply, where appropriate, to the estate or
other legal representative of the Grantee or his successors and assigns as
permitted under this Agreement, as the case may be, without regard to whether
specific reference to such estate or other legal representative or his
successors and assigns is contained in a particular provision of this Agreement.
The headings of Sections contained in this Agreement are for convenience only
and shall not control or affect the meaning or construction of any provision of
this Agreement.

         11. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given (i) when
delivered directly to the person concerned or (ii) three business days after
being sent by postage-prepaid certified or registered mail or by nationally
recognized overnight carrier, return receipt requested, duly addressed to the
person concerned at the location indicated below (or to such changed address as
such party may subsequently by similar process give notice of):

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         If to the Company, at the Company's headquarters and to the attention
         of the Office of the Secretary, with a copy to Debevoise & Plimpton
         LLP, 919 Third Ave., New York, New York, 10022, Attention: Lawrence K.
         Cagney.

         If to the Grantee, at the Company's headquarters and to the attention
         of the Grantee, with a copy to Morrison Cohen Singer & Weinstein, LLP,
         750 Lexington Avenue, New York, New York 10022, Attention: Robert M.
         Sedgwick.

         If to a transferee permitted under Section 5, to the address (if any)
         supplied by the Grantee to the Company.

         12. Resolution of Disputes. Any dispute or controversy arising out of
or relating to this Agreement, the Grantee's employment with the Company, or the
termination thereof, shall be resolved by binding confidential arbitration, to
be held in New York City before three arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. Each of
the Parties shall be entitled to appoint one of the three arbitrators and the
third arbitrator shall be appointed by the arbitrators appointed by the Parties.
Judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The Company shall promptly pay all costs and
expenses, including without limitation reasonable attorneys' fees, incurred by
the Grantee (or his permitted successors and assigns) in resolving any claim
raised in such an arbitration, other than any claim brought by the Grantee (or
the Grantee's permitted successors and assigns) that the arbitrator(s) determine
to have been brought (i) in bad faith or (ii) without any reasonable basis.

         13. The Company's Representations. The Company represents and warrants
that (i) sufficient shares are available under the Plan for the grant of the
Shares hereunder; (ii) it is fully authorized by action of the Board and of the
Committee (and of any other person or body whose action is required) to enter
into this Agreement and to perform its obligations hereunder; (iii) the grant of
the Restricted Stock and this Agreement have been approved in accordance with
Rule 16b-3(d)(1) promulgated under the 1934 Act; (iv) the execution, delivery
and performance of this Agreement by the Company does not violate any applicable
law, regulation, order, judgment or decree or any agreement, plan or corporate
governance document of the Company; (v) the grant of the Restricted Stock
complies with an exemption to the registration requirements under the Securities
Act of 1933, as amended; and (vi) upon the execution and delivery of this
Agreement by the Company and the Grantee, this Agreement shall be the valid and
binding obligation of the Company, enforceable in accordance with its terms,
except to the extent enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.

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         14. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

         (a) "Change of Control" shall mean the occurrence of any of the
following events:

              (i) any "person", as such term is currently used is Section 13(d)
         or 14(d) of the 1934 Act, other than the Company, its majority owned
         subsidiaries, or any employee benefit plan of the Company or any of its
         majority-owned subsidiaries, becomes a "beneficial owner" (as such term
         is currently used in Rule 13d-3, as promulgated under the 1934 Act) of
         25% or more of the Voting Power of the Company;

              (ii) a majority of the Board consists of individuals other than
         Incumbent Directors, which term means the members of the Board who were
         serving on the Board on the date hereof, provided that any individual
         who becomes a director subsequent to that date whose election or
         nomination for election was supported by two-thirds of the directors
         who then comprised the Incumbent Directors shall be considered to be an
         Incumbent Director for purposes hereof;

              (iii) the Board adopts any plan of liquidation providing for the
         distribution of all or substantially all of the Company's assets;

              (iv) the stockholders of the Company approve a merger,
         consolidation, share exchange, division, sale or other disposition of
         substantially all of the assets of the Company (a "Corporate Event"),
         as a result of which the shareholders of the Company immediately prior
         to such Corporate Event (the "Company Shareholders") shall not hold,
         directly or indirectly, immediately following such Corporate Event a
         majority of the Voting Power of (x) in the case of a merger or
         consolidation, the surviving or resulting corporation, (y) in the case
         of a share exchange, the acquiring corporation or (z) in the case of a
         division or a sale or other disposition of substantially all of the
         Company's assets, each surviving, resulting or acquiring corporation;
         provided that, such a division or sale shall not be a Change of Control
         for purposes of this Agreement to the extent that, following such
         Corporate Event, the Grantee continues to be employed by a surviving,
         resulting or acquiring entity with respect to which the Company
         Shareholders hold, directly or indirectly, a majority of the Voting
         Power immediately following such Corporate Event.

         (b) "Cause" shall mean: (i) the Grantee is convicted of a felony
involving moral turpitude or (ii) the Grantee engages in conduct that
constitutes willful gross neglect or willful gross misconduct in carrying out

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his duties for the Company, resulting, in either case, in material economic harm
to the Company, unless the Grantee believed in good faith that such conduct was
in, or not opposed to, the best interests of the Company. Notwithstanding the
immediately preceding sentence, Cause shall not exist for purposes of this
Agreement unless the following procedural requirements have been complied with.
The Grantee shall be given written notice by the Board of its intention to
terminate his employment for Cause, which notice shall state in detail the
particular circumstances that constitute the grounds on which the proposed
termination for Cause is based. The Grantee shall have the right to have a
timely hearing before the Board, and to present evidence to the Board in defense
of such proposed termination and to be represented and assisted by counsel at
such hearing. A determination that Cause exists may only be made upon a vote of
two-thirds of the members of the Board (excluding the Grantee) after such
hearing and only on the basis of the grounds set forth in the notice initially
sent to the Grantee regarding such action.

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
Any reference to a particular section of the Code shall be deemed to include any
successor to such section.

         (d) "Constructive Termination Without Cause" shall mean a termination
by the Grantee of his employment with the Company on written notice given to the
Company within 60 days following the occurrence, without his prior written
consent, of any of the following events during the Transition Period:

              (i) the failure to elect or reelect the Grantee as a member of the
         Board, or as Chairman of the Board, or the removal of him from any such
         position other than in connection with an actual termination of
         employment by the Company for Cause in accordance with the provisions
         hereof;

              (ii) the assignment to the Grantee of duties or responsibilities
         that are not commensurate with the Grantee's position as executive
         Chairman, or any material diminution in the Grantee's duties or
         authorities as executive Chairman (other than as may be agreed from
         time to time by the Grantee in writing), or any change in the reporting
         structure so that the Grantee reports to any person or entity other
         than the Board;

              (iii) any material breach of any material obligation of the
         Company to the Grantee, whether under this Agreement or otherwise,
         which breach is not cured by the Company within 10 business days of
         receipt by the Company of written notice thereof setting forth in
         reasonable detail the grounds on which such breach is alleged.

         (e) "Disability" shall mean the Grantee's inability, due to physical or
mental incapacity, to substantially perform his duties and responsibilities as

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Chairman for a period of 180 consecutive days as determined by an approved
medical doctor. For this purpose, an approved medical doctor shall mean a
medical doctor selected by the Parties. If the Parties cannot agree on a medical
doctor, each Party shall select a medical doctor and the two doctors shall
select a third who shall be the approved medical doctor for this purpose.

         (f) "GAAP" shall mean generally accepted accounting principles as in
effect in the United States from time to time.

         (g) "Market Value", when used with respect to the value of Shares on a
particular day, shall mean the closing price for which a Share is purchased that
day (or, if such day is not a trading day, on the most recent preceding trading
day on which such a purchase occurred) on the principal national securities
exchange or national market system on which Shares are then listed or eligible
for sale (or, if Shares are not listed or eligible for sale on any such exchange
or market system, the price as determined by agreement between the Parties or,
in then absence of such agreement, the price as determined in accordance with
Section 12).

         (h) "MBV" as of any date shall mean the Company's per Share GAAP book
value as of the relevant date adjusted to (i) reverse the effects of unrealized
gains and losses on investments and derivatives, (ii) reverse the effects of
unearned compensation pertaining to restricted stock awards held by the
Company's employees and directors, (iii) add dividends declared on the Company's
Shares since January 1, 2004 and (iv) add interest accrued on dividends declared
on the Company's Shares since January 1, 2004. In the event of any merger,
consolidation, reorganization, recapitalization, spin-off, split-up,
combination, share exchange, liquidation, dissolution, stock split,
extraordinary cash dividend, stock dividend, distribution of stock or other
property in respect of the Shares or other securities of the Company, or other
change in corporate structure or capitalization affecting the Shares,
appropriate adjustment(s) will be made to the calculation of MBV so as to avoid
dilution or enlargement of the rights of the Grantee and of the economic
opportunity and value represented by the Restricted Stock.

         (i) "MBV Appreciation" as of any measurement date shall mean the
percentage increase in MBV from January 1, 2004 through such measurement date,
determined pursuant to the following formula:

         (A minus B) / B

         where "A" equals MBV as of such measurement date and "B" equals MBV as
of January 1, 2004.

         (j) "Person", when used in the definition of a Change of Control, shall
have the meaning ascribed to such term in Section 3(a)(9) of the 1934 Act, as

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supplemented by Section 13(d)(3) of the 1934 Act; provided, however, that Person
shall not include (i) the Company or any subsidiary of the Company or (ii) any
employee benefit plan sponsored by the Company or any subsidiary of the Company.

         (k) "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (l) When used in the definition of a Change of Control, a specified
percentage of "Voting Power" of a company shall mean such number of the Voting
Securities as shall enable the holders thereof to cast such percentage of all
the votes which could be cast in an annual election of directors and "Voting
Securities" shall mean all securities of a company entitling the holders thereof
to vote in an annual election of directors.

         15. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut without
regard to the principles of conflict of laws.

         16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one document.

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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                             MBIA INC.


                                             By:        /s/  Ram D. Wertheim
                                                --------------------------------
                                                    Name:  Ram D. Wertheim
                                                    Title:  Gen


                                             GRANTEE


                                                 /s/  Joseph W. Brown
                                             ---------------------------------
                                             Joseph W. Brown



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