AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.16

AMENDMENT TO

RESTRICTED STOCK AWARD AGREEMENT

This amendment (this “Amendment”) to the Restricted Stock Award Agreement (the “Agreement”) dated as of March 17, 2014, between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Xxxxxx X. Xxxxx (the “Grantee”), is dated as of March 2, 2015, between the Company and the Grantee (together, the “Parties”).

The Parties hereby agree to amend the Agreement by deleting clause (C) of Section 1(b)(i) and clause (C) of Section 1(b)(ii).

Except as expressly amended hereby, the other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

MBIA INC.
By:		/s/ Ram Wertheim
		Name: Ram Wertheim
		Title: Chief Legal Officer

GRANTEE

/s/ Xxx Xxxxx

Xxxxxx X. Xxxxx