AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
1. The name of the Corporation is MBIA Inc.
2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation,
are as follows:
The Corporation shall have the power to engage in any lawful act or activity for which corporations may be
formed under the Stock Corporation Act of the State of Connecticut.
3. The designation of each class of shares, the authorized number of shares of each such class, and the par value
(if any) of each such share thereof, are as follows:
The total number of shares of capital stock that the Corporation shall have authority to issue is Four Hundred Ten
Million (410,000,000) shares, of which Four Hundred Million (400,000,000) shares shall be common stock, par
value $1.00 per share, and of which Ten Million (10,000,000) shares shall be preferred stock, par value $1.00
Immediately following the effectiveness of the Amended and Restated Certificate of Incorporation filed with the
Secretary of the State of the State of Connecticut on May 21, 1987, there shall be a 736-for-1 stock split
applicable to each share of common stock of the corporation issued and outstanding immediately prior to such
time, so that each share of common stock of the Corporation issued and outstanding immediately prior to such
time shall be changed into 736 shares of such common stock.
4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or
an express grant of authority to the Board of Directors pursuant to Section 33-341 of the Stock Corporation Act
of the State of Connecticut, Connecticut General Statutes, are as follows:
Each share of common stock shall have one vote on all matters on which shareholders are entitled to vote by this
Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation, or the statutes of
Connecticut. Each share of common stock