EXHIBIT 10.52

                                    MBIA INC.
                       ANNUAL AND LONG-TERM INCENTIVE PLAN
                        (EFFECTIVE AS OF JANUARY 1, 2002)

1. PURPOSE.

        The purposes of the Plan are to enable the Company and its Subsidiaries
to attract, retain, motivate and reward the best qualified executive officers
and key employees by providing them with the opportunity to earn competitive
compensation directly linked to the Company's performance. The Plan was
originally adopted as January 1, 1996 and has been amended and restated as of
January 1, 2002.

2. DEFINITIONS.

        Unless the context requires otherwise; the following words as used in
the Plan shall have the meanings ascribed to each below, it being understood
that masculine, feminine and neuter pronouns are used interchangeably and that
each comprehends the others.

        (a) "Board" shall mean the Board of Directors of the Company.

        (b) "Committee" shall mean the Compensation and Organization Committee
of the Board (or such other committee of the Board that the Board shall
designate from time to time) consisting of two or more directors each of whom is
an "outside director" within the meaning of Section 162(m).

        (c) "Company" shall mean MBIA Inc.

        (d) "Covered Employee" shall have the meaning set forth in Section
162(m).

        (e) "Participant" shall mean (i) each executive officer of the Company
and (ii) each other employee of the Company or a Subsidiary whom the Committee
designates as a participant under the Plan.

        (f) "Performance Period" shall mean each calendar year or multi-year
cycle as determined by the Committee.

        (g) "Plan" shall mean the MBIA Inc. Annual and Long-Term Incentive Plan,
as set forth herein and as may hereafter be amended from time to time.

        (h) "Section 162(m)" shall mean Section 162(m) of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder.

        (i) "Subsidiary" shall mean any corporation in which the Company owns,
directly or indirectly, stock representing more than 50% of the voting power of
all classes of stock entitled to vote.



3. ADMINISTRATION.

        The Committee shall administer and interpret the Plan, provided that, in
no event, shall the Plan be interpreted in a manner which would cause any award
intended to be qualified as performance based compensation under Section 162(m)
to fail to so qualify. The Committee shall establish the performance objectives
for any calendar year in accordance with Section 4 and certify whether such
performance objectives have been obtained. Any determination made by the
Committee under the Plan shall be final and conclusive. The Committee may employ
such legal counsel, consultants and agents (including counsel or agents who are
employees of the Company or a Subsidiary) as it may deem desirable for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant or agent and any computation received from such consultant
or agent. All expenses incurred in the administration of the Plan, including,
without limitation, for the engagement of any counsel, consultant or agent,
shall be paid by the Company. No member or former member of the Board or the
Committee shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan other than as a result of such
individual's willful misconduct.

4. BONUSES.

        (a) Performance Criteria. Within 90 days after each Performance Period
begins (or such other date as may be required or permitted under Section
162(m)), the Committee shall establish the performance objective or objectives
that must be satisfied in order for a Participant to receive a bonus and other
long term incentive awards for such Performance Period. Unless the Committee
determines at the time of grant not to qualify the award as performance-based
compensation under Section 162(m), any such performance objectives will be based
upon the relative or comparative achievement of one or more of the following
criteria, as determined by the Committee for the Performance Period: (i)
consolidated earnings before income taxes; (ii) earnings per share; (iii) book
value or adjusted book value per share; (iv) return on shareholders equity; (v)
adjusted gross premium and adjusted direct premium (vi) risk adjusted return on
allocated capital; (vi) the net present value of projected net income after cost
of capital ;(vii) the credit quality and performance of the insured portfolios
of the company's insurance subsidiaries; (viii) the amount of assets under
management of the company's investment management businesses; (ix) the relative
performance of peer group companies; (x) expense management; (xi) return on
investment; (xii) improvements in capital structure; (xiii) profitability of an
identifiable business unit or product.

        (b) Maximum Amount Payable. If the Committee certifies in writing that
any of the performance objectives established for the relevant Performance
Period under Section 4(a) has been satisfied, each Participant who is employed
by the Company or one of its Subsidiaries on the last day of the Performance
Period for which the bonus is payable shall be entitled to receive (i) an annual
bonus in an amount not to exceed $3,000,000 and/or (ii) a long-term award in an
amount not to exceed $5,000,000. If a Participant's employment terminates for
any reason (including, without limitation, his death, disability or retirement
under the terms of any retirement plan maintained by the Company or a
Subsidiary) prior to the last day of the Performance Period for which the bonus
is payable, the maximum bonus payable to such Participant under the preceding
sentence shall be multiplied by a fraction, the numerator of which is the number
of days that have elapsed during the Performance Period in which the termination
occurs prior to and including the date of the Participant's termination of
employment and the denominator of which is the total number of days in the
Performance Period.



        (c) Negative Discretion. Notwithstanding anything else contained in
Section 4(b) to the contrary, the Committee shall have the right, in its
absolute discretion, (i) to reduce or eliminate the amount otherwise payable to
any Participant under Section 4(b) based on individual performance or any other
factors that the Committee, in its discretion, shall deem appropriate and (ii)
to establish rules or procedures that have the effect of limiting the amount
payable to each Participant to an amount that is less than the maximum amount
otherwise authorized under Section 4(b).

        (d) Affirmative Discretion. Notwithstanding any other provision in the
Plan to the contrary, (i) the Committee shall have the right, in its discretion,
to pay a bonus to any Participant who is not a Covered Employee for the year in
which the amount paid would ordinarily be deductible by the Company for federal
income tax purposes in an amount up to the maximum bonus payable under Section
4(b), based on individual performance or any other criteria that the Committee
deems appropriate and (ii) in connection with the hiring any person who is or
becomes a Covered Employee, the Committee may provide for a minimum bonus amount
in any Performance Period, regardless of whether performance objectives are
attained.

5. PAYMENT.

        Except as otherwise provided hereunder, payment of any bonus amount
determined under Section 4 shall be made to each Participant as soon as
practicable after the Committee certifies that one or more of the applicable
performance objectives have been attained (or, in the case of any bonus payable
under the provisions of Section 4(d), after the Committee determines the amount
of any such bonus).

6. FORM OF PAYMENT.

        The Committee shall determine whether any bonus payable under the Plan
is payable in cash, in shares of Common Stock or in any combination thereof. The
Committee shall have the right to impose whatever conditions it deems
appropriate with respect to the award of shares of Common Stock, including
conditioning the vesting of such shares on the performance of additional
service. The maximum number of shares available for issuance under the Plan
shall be 1,500,000.

7. GENERAL PROVISIONS.

        (a) Effectiveness of the Plan. As amended and restated, the Plan shall
be effective with respect to calendar years beginning on or after January 1,
2002 and ending on or before December 31, 2006, unless the term hereof is
extended by action of the Board.

        (b) Amendment and Termination. Notwithstanding Section 6(a), the Board
or the Committee may at any time amend, suspend, discontinue or terminate the
Plan; provided; however, that no such action shall be effective without approval
by the shareholders of the Company to the extent necessary to continue to
qualify the amounts payable hereunder to Covered Employees as performance-based
compensation under Section 162(m).

        (c) Designation of Beneficiary. Each Participant may designate a
beneficiary or beneficiaries (which beneficiary may be an entity other than a
natural person) to receive any payments which may be made following the
Participant's death. Such designation may be



changed or canceled at any time without the consent of any such beneficiary. Any
such designation, change or cancellation must be made in a form approved by the
Committee and shall not be effective until received by the Committee. If no
beneficiary has been named, or the designated beneficiary or beneficiaries shall
have predeceased the Participant, the beneficiary shall be the Participant's
spouse or, if no spouse survives the Participant, the Participant's estate. If a
Participant designates more than one beneficiary, the rights of such
beneficiaries shall be payable in equal shares, unless the Participant has
designated otherwise.

        (d) No Right of Continued Employment. Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the
employment of the Company or any of its Subsidiaries.

        (e) No Limitation on Corporate Actions. Nothing contained in the Plan
shall be construed to prevent the Company or any Subsidiary from taking any
corporate action which is deemed by it to be appropriate or in its best
interest, whether or not such action would have an adverse effect on any awards
made under the Plan. No employee, beneficiary or other person shall have any
claim against the Company or any Subsidiary as a result of any such action.

        (f) Non-alienation of Benefits. Except as expressly provided herein, no
Participant or beneficiary shall have the power or right to transfer,
anticipate, or otherwise encumber the Participant's interest under the Plan. The
Company's obligations under this Plan are not assignable or transferable except
to (i) a corporation which acquires all or substantially all of the Company's
assets or (ii) any corporation into which the Company may be merged or
consolidated. The provisions of the Plan shall inure to the benefit of each
Participant and the Participant's beneficiaries; heirs, executors,
administrators or successors in interest.

        (g) Withholding. Any amount payable to a Participant or a beneficiary
under this Plan shall be subject to any applicable Federal, state and local
income and employment taxes and any other amounts that the Company or a
Subsidiary is required at law to deduct and withhold from such payment.

        (h) Severability. If any provision of this Plan is held unenforceable,
the remainder of the Plan shall continue in full force and effect without regard
to such unenforceable provision and shall be applied as though the unenforceable
provision were not contained in the Plan.

        (i) Governing Law. The Plan shall be construed in accordance with and
governed by the laws of the State of New York, without reference to the
principles of conflict of laws.

        (j) Headings. Headings are inserted in this Plan for convenience of
reference only and are to be ignored in a construction of the provisions of the
Plan.