MBIA INC
KEY EMPLOYEE PROTECTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>13
<FILENAME>y46810ex10-48.txt
<DESCRIPTION>KEY EMPLOYEE PROTECTION AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.48


                       KEY EMPLOYMENT PROTECTION AGREEMENT
                       -----------------------------------

                  THIS AGREEMENT between MBIA Inc., a Connecticut corporation
(the "Company"), and Robert T. Wheeler (the "Executive"), dated as of this 17th
day of April, 2000.



                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Company has employed the Executive in an officer
position and has determined that the Executive holds an important position with
the Company;

                  WHEREAS, the Company believes that, in the event it is
confronted with a situation that could result in a change in ownership or
control of the Company, continuity of management will be essential to its
ability to evaluate and respond to such a situation in the best interests of
shareholders;

                  WHEREAS, the Company understands that any such situation will
present significant concerns for the Executive with respect to his financial and
job security;

                  WHEREAS, the Company desires to assure itself of the
Executive's services during the period in which it is confronting such a
situation, and to provide the Executive certain financial assurances to enable
the Executive to perform the responsibilities of his position without undue
distraction and to exercise his judgment without bias due to his personal
circumstances;

                  WHEREAS, to achieve these objectives, the Company and the
Executive desire to enter into an agreement providing the Company and tile
Executive with certain rights and obligations upon the occurrence of a Change of
Control or potential Change of Control (as defined in Section 2);

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is hereby agreed by and between the Company and
the Executive as follows:

                  1. Operation of Agreement. (a) Effective Date. The effective
date of this Agreement shall be the date on which a Change of Control occurs
(the "Effective Date"), provided that, except as provided in Section 1b), if the
Executive is not employ-
<PAGE>   2
ed by the Company on the Effective Date, this Agreement shall be void and
without effect.

                  (b) Termination of Employment Following a Potential Change of
Control. Notwithstanding Section 1(a), if (i) the Executive's employment is
terminated by the Company Without Cause (as defined in Section 6(c)) after the
occurrence of a Potential Change of Control and prior to the occurrence of a
Change of Control and prior to the time at which the Board of Directors of the
Company (the Board) has adopted a Nullification Resolution (as defined in
Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a
Change of Control (as defined in Section 2(a) hereof). and (ii) a Change of
Control occurs within two years of such termination, the Executive shall be
deemed, solely for purposes of determining his rights under this Agreement, to
have remained employed until the date such Change of Control occurs and to have
been terminated by the Company Without Cause immediately after this Agreement
becomes effective, with any amounts payable hereunder reduced by the amount of
any other severance benefits provided to him in connection with such
termination.

                  2. Definitions. (a) Change of Control. For the purposes of
this Agreement, a "Change of Control" shall be deemed to have occurred if:

                  (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 tern is currently used in Rule 13d-3, as promulgated under 1934
         Act) of 25% or more of the Voting Power of the Company;

                  (ii) on any date, 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 at beginning of any
         24-month period ending with such date (or another date specified by the
         Committee), 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 of this subsection 2(a)(ii);

                  (iii) 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


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         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 Executive 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) Potential Change of Control. For the purposes of this
Agreement; a Potential Change of Control shall be deemed to have occurred if:

                  (i) a Person commences a tender offer (with adequate
         financing) for securities representing at least 15% of the Voting
         Power of the Company's securities;

                  (ii) the Company enters into an agreement the consummation of
         which would constitute a Change of Control;

                  (iii) proxies for the election of directors of the Company are
         solicited by anyone other than the Company; or

                  (iv) any other event occurs which is deemed to be a Potential
         Change of Control by the Board.

Notwithstanding the foregoing, if, after a Potential Change of Control and
before a Change of Control, the Board makes a good faith determination that such
Potential Change of Control will not result in a Change of Control, the Board
may nullify the effect of the Potential Change of Control (a "Nullification") by
resolution (a "Nullification Resolution"), in which case the Executive shall
have no further rights and obligations under this Agreement by reason of such
Potential Change of Control; provided, however, that if the Executive shall have
delivered a Notice of Termination (within the meaning of Section 6(f) hereof)
prior to the date of the Nullification Resolution, such Resolution shall not
effect the Executive's rights hereunder. If a Nullification Resolution has been
adopted and the Executive has not delivered a Notice of Termination prior
thereto, the Effective Date for purposes of this Agreement shall be the date, if
any, during the term hereof on which another Potential Change of Control or any
actual Change of Control occurs.


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                  (c) Voting Power Defined. 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.

                  3. Employment Period. Subject to Section 6 of this Agreement,
the Company agrees to continue the Executive in its employ, and the Executive
agrees to remain in the employ of the Company, for the period (the "Employment
Period") commencing on the Effective Date and ending on the third anniversary of
the Effective Date. Notwithstanding the foregoing, if, prior to the Effective
Date, the Executive is demoted to a lower position than the position held on the
date first set forth above, the Board may declare that this Agreement shall be
without force and effect by written notice delivered to the Executive (i) within
30 days following such demotion and (ii) prior to the occurrence of a Potential
Change of Control or a Change of Control.

                  4. Position and Duties. (a) No Reduction in Position. During
the Employment Period, the Executive's position (including titles), authority
and responsibilities shall be at least commensurate with those held, exercised
and assigned immediately prior to the Effective Date. It is understood that, for
purposes of this Agreement, such position, authority and responsibilities shall
not be regarded as not commensurate merely by virtue of the fact that a
successor shall have acquired all or substantially all of the business and/or
assets of the Company as contemplated by Section 12(b) of this Agreement. The
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective late.

                  (b) Business Time. From and after the Effective Date, the
Executive agrees to devote his full attention during normal business hours to
the business and affairs of the Company and to use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him hereunder, to
the extent necessary to discharge such responsibilities, except for (i) time
spent in managing his personal, financial and legal affairs and serving on
corporate, civic or charitable boards or committees, in each case only if and to
the extent not substantially interfering with the performance of such
responsibilities, and (ii) periods of vacation and sick leave to which he is
entitled. It is expressly understood and agreed that the Executive's continuing
to serve on any boards and committees on which he is serving or with which he is
otherwise associated immediately preceding the Effective Date shall not be
deemed to interfere with the performance of the Executive's services to the
Company.

                  5. Compensation. (a) Base Salary. During the Employment
Period, the Executive shall receive a base salary at a monthly rate at least.
equal to the monthly


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salary paid to the Executive by the Company and any of its affiliated companies
immediately prior to the Effective Date. The base salary shall be reviewed at
least once each year after the Effective Date, and may be increased (but not
decreased) at any time and from time to time by action of the Board or any
committee thereof or any individual having authority to take such action in
accordance with the Company's regular practices. The Executive's base salary, as
it may be increased from time to time, shall hereafter be referred to as "Base
Salary". Neither the Base Salary nor any increase in Base Salary after the
Effective Date shall serve to limit or reduce any other obligation of the
Company hereunder.

                  (b) Annual Bonus. During the Employment Period, in addition to
the Base Salary, for each fiscal year of the Company ending during the
Employment Period, the Executive shall be afforded the opportunity to receive an
annual bonus on terms and conditions no less favorable to the Executive (taking
into account reasonable changes in the Company's goals and objectives and taking
into account actual performance) than the annual bonus opportunity that had been
made available to the Executive for the fiscal year ended immediately prior to
the Effective Date (the "Annual Bonus Opportunity"). Any amount payable in
respect of the Annual Bonus Opportunity shall be paid as soon as practicable
following the year for which the amount (or prorated portion) is earned or
awarded, unless electively deferred by the Executive pursuant to any deferral
programs or arrangements that the Company may make available to the Executive.

                  (c) Long-term Incentive Compensation Programs. During the
Employment Period, the Executive shall participate in all long-term incentive
compensation programs for key executives at a level that is commensurate with
the Executive's participation in such plans immediately prior to the Effective
Date, or, if more favorable to the Executive, at the level made available to the
Executive or other similarly situated officers at any time thereafter.

                  (d) Benefit Plans. During the Employment Period, the Executive
(and, to the extent applicable, his dependents) shall be entitled to participate
in or be covered under all pension, retirement, deferred compensation, savings,
medical, dental, health, disability, group life and accidental death insurance
plans and programs of the Company and its affiliated companies at a level that
is commensurate with the Executive's participation in such plans immediately
prior to the Effective Date, or, if more favorable to the Executive, at the
level made available to the Executive or other similarly situated officers at
any time thereafter.

                  (e) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies and procedures of the
Company as in effect


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immediately prior to the Effective Date. Notwithstanding the foregoing, the
Company may apply the policies and procedures in effect after the Effective Date
to the Executive, if such policies and procedures are not less favorable to the
Executive than those in effect immediately prior to the Effective Date.

                  (f) Vacation and Fringe Benefits. During the Employment
Period, the Executive shall be entitled to paid vacation and fringe benefits at
a level that is commensurate with the paid vacation and fringe benefits
available to the Executive immediately prior to the Effective Date, or, if more
favorable to the Executive, at the level made available from time to time to the
Executive or other similarly situated officers at any time thereafter.

                  (g) Indemnification. During and after the Employment Period,
the Company shall indemnify the Executive and hold the Executive harmless from
and against any claim, loss or cause of action arising from or out of the
Executive's performance as an officer, director or employee of the Company or
any of its Subsidiaries or in any other capacity, including any fiduciary
capacity, in which the Executive serves at the request of the Company to the
maximum extent permitted by applicable law and the Company's Certificate of
Incorporation and By-Laws (the "Governing Documents"), provided that in no
event shall the protection afforded to the Executive hereunder be less than that
afforded under the Governing Documents as in effect immediately prior to the
Effective Date.

                  (h) Office and Support Staff. The Executive shall be entitled
to an office with furnishings and other appointments, and to secretarial and
other assistance, at a level that is at least commensurate with the foregoing
provided to other similarly situated officers.

                  6. Termination. (a) Death, Disability or Retirement. Subject
to the provisions of Section 1 hereof, this Agreement shall terminate
automatically upon the Executive's death, termination due to "Disability" (as
defined below) or voluntary retirement under any of the Company's retirement
plans as in effect from time to time. For purposes of this Agreement, Disability
shall mean the Executive has met the conditions to qualify for long-term
disability benefits under the Company's policies, as in effect immediately prior
to the Effective Date.

                  (b) Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, following a Change of Control the Executive may, upon
not less than 60 days' written notice to the Company, voluntarily terminate
employment for any reason (including early retirement under the terms of any of
the Company's retirement plans as in effect from time to time), provided that
any termination by the Executive


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pursuant to Section 6(d) on account of Good Reason (as defined therein) shall
not be treated as a voluntary termination under this Section 6(b).

                  (c) Cause. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement, "Cause" means (i) the
Executive's conviction or plea of nolo contendere to a felony; (ii) an act or
acts of dishonesty or gross misconduct on the Executive's part which result or
are intended to result in material damage to the Company's business or
reputation; or (iii) repeated material violations by the Executive of his
obligations under Section 4 of this Agreement, which violations are demonstrably
willful and deliberate on the Executive's part and which result in material
damage to the Company's business or reputation.

                  (d) Good Reason. Following the occurrence of a Change of
Control, the Executive may terminate his employment for Good Reason. For
purposes of this Agreement, "Good Reason" means the occurrence of any of the
following, without the express written consent of the Executive, after the
occurrence of a Change of Control:

                  (i) the assignment to the Executive of any duties inconsistent
         in any material adverse respect with the Executive's position,
         authority or responsibilities as contemplated by Section 4 of this
         Agreement, or any other material adverse change in such position,
         including titles, authority or responsibilities;

                  (ii) any failure by the Company to comply with any of the
         provisions of Section 5 of this Agreement, other than an insubstantial
         or inadvertent failure remedied by the Company promptly after receipt
         of notice thereof given by the Executive;

                  (iii) the Company's requiring the Executive to be based at any
         office or location more than 50 miles (or such other distance as shall
         be set forth in the Company's relocation policy as in effect at the
         Effective Time) from that location at which he performed his services
         specified under the provisions of Section 4 immediately prior to the
         Change of Control, except for travel reasonably required in the
         performance of the Executive's responsibilities; or

                  (iv) any failure by the Company to obtain the assumption and
         agreement to perform this Agreement by a successor as contemplated by
         Section 12(b).

In no event shall the mere occurrence of a Change of Control, absent any further
impact on the Executive, be deemed to constitute Good Reason.


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                  (e) Special Window Period. The Executive shall also have the
right to terminate his employment at any time and for any reason during the
30-day period commencing on the first anniversary of the date on which a Change
of Control occurs (the "Special Window Period").

                  (f) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(e).
For purposes of this Agreement, a "Notice of Termination" means a written notice
given, in the case of a termination for Cause, within 10 business days of the
Company's having actual knowledge of the events giving rise to such termination,
and in the case of a termination for Good Reason, within 90 days of the
Executive's having actual knowledge of the events giving rise to such
termination, and which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the termination date
is other than the date of receipt of such notice, specifies the termination date
of this Agreement (which date shall be not more than 15 days after the giving
of such notice). The failure by the Executive to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason shall not waive any right of the Executive hereunder or preclude the
Executive from asserting such fact or circumstance in enforcing his rights
hereunder.

                  (g) Date of Termination. For the purpose of this Agreement,
the term "Date of Termination" means (i) in the case of a termination for which
a Notice of Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein, as the case may be, and
(ii) in all other cases, the actual date on which the Executive's employment
terminates during the Employment Period.

                  7. Obligations of the Company upon Termination. (a) Death or
Disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or his beneficiary or estate) (i) the Executive's full Base Salary through the
Date of Termination (the "Earned Salary"), (ii) any vested amounts or benefits
owing to the Executive under the Company's otherwise applicable employee benefit
plans and programs, including any compensation previously deferred by the
Executive (together with any accrued earnings thereon) and not yet paid by the
Company and any accrued vacation pay not yet paid by the Company (the


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"Accrued Obligations"), and (iii) any other benefits payable due to the
Executive's death or Disability under the Company's plans, policies or programs
(the "Additional Benefits").

                  Any Earned Salary shall be paid in cash in a single lump sum
as soon as practicable, but in no event more than 10 days (or at such earlier
date required by law), following the Date of Termination. Accrued Obligations
and Additional Benefits shall be paid in accordance with the terms of the
applicable plan, program or arrangement.

                  (b) Cause and Voluntary Termination. If, during the Employment
Period, the Executive's employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Good Reason following a
Change of Control), the Company shall pay the Executive (i) the Earned Salary in
cash in a single lump sum as soon as practicable, but in no event more than 10
days, following the Date of Termination, and (ii) the Accrued Obligations in
accordance with the terms of the applicable plan, program or arrangement.

                  (c) Termination by the Company other than for Cause and
Termination by the Executive for Good Reason or in the Special Window Period. If
(x) the Company terminates the Executive's employment other than for Cause
during the Employment Period, (y) the Executive terminates his employment at any
time during the Employment Period for Good Reason or (z) the Executive
terminates his employment with or without Good Reason during the Special Window
Period, the Company shall provide the Executive with the following benefits:

                  (i) Severance and Other Termination Payments. The Company
         shall pay the Executive the following:

                  (A)      the Executive's Earned Salary; and

                  (B)      an amount (the Pro-Rated Annual Incentive) equal to
                           the average of the annual bonuses payable to the
                           Executive for the two fiscal years of the Company
                           ended prior to the Effective Date for which bonuses
                           have been determined (the "Average Annual Bonus")
                           multiplied by a fraction, the numerator of which is
                           the number of months in such fiscal year which have
                           elapsed on or before (and including) the last day of
                           the month in which the Date of Termination occurs and
                           the denominator of which is 12; and

                  (C)      an aggregate amount (the Book Value Award Amount)
                           equal to the sum of the amounts payable to the
                           Executive in respect of each outstanding incentive
                           award related to, the Company's adjusted


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                           book value, determined as of the end of the month in
                           which the Date of Termination occurs; and

                  (D)      the Accrued Obligations; and

                  (E)      a cash amount (the "Severance Amount") equal to three
                           times the sum of

                           (1)      the Executive's annual Base Salary;

                           (2)      an amount equal to the Average Annual Bonus;

         The Earned Salary, Pro-Rated Annual Incentive and Severance Amount
         shall be paid in cash in a single lump sum as soon as practicable, but
         in no event more than 10 days (or at such earlier date required by
         law), following the Date of Termination. The Book Value Award Amounts
         shall be paid in cash as soon as practicable after the amount of each
         such payment can be determined. Accrued Obligations shall be paid in
         accordance with the terms of the applicable plan, program or
         arrangement.

         (ii) Continuation of Benefits. If, during the Employment Period, the
         Company terminates the Executive's employment other than for Cause or
         the Executive terminates his employment for Good Reason, the Executive
         (and, to the extent applicable, his dependents) shall be entitled,
         after the Date of Termination until the earlier of (1) the third
         anniversary of the Date of Termination (the "End Date") and (2) the
         date the Executive becomes eligible for comparable benefits under a
         similar plan, policy or program of a subsequent employer, to continue
         participation in all of the Company's group health and group life
         employee benefits plans (the "Group Benefit Plans"). To the extent any
         such benefits cannot be provided under the terms of the applicable
         plan, policy or program, the Company shall provide a comparable benefit
         under another plan or from the Company's general assets. The
         Executive's participation in the Group Benefit Plans will be on the
         same terms and conditions (including, without limitation, any condition
         that the Executive make contributions toward the cost of such coverage
         on the same terms and conditions generally applicable to similarly
         situated employees) that would have applied had the Executive continued
         to be employed by the Company through the End Date.

                  (iii) Restricted Stock. Any and all awards of restricted stock
         held by the Executive at the Date of Termination shall immediately
         become fully vested.


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                  (iv) Post-Termination Exercise Period. Notwithstanding
         anything else contained in Section 14 of the Company's 1987 Stock
         Option Plan to the contrary, in the event that Executive is entitled to
         receive the severance benefits described above pursuant to the terms of
         this Agreement, all of his outstanding Options and SARs awarded under
         such 1987 Stock Option Plan shall automatically be and become fully
         exercisable on the Date of Termination without further action on
         anyone's part and the Executive shall have the right to exercise any
         such Option or SAR until the earlier to occur of the expiration of the
         term of such Option or SAR and the fifth anniversary of the Date of
         Termination.

                  (v) Retirement Contribution Credits. The Executive shall
         receive credits to the Company's nonqualified excess benefits plan with
         respect to the amounts that would otherwise have been contributed on
         his behalf under the Company's Money Purchase Pension Plan and Profit
         Sharing Plan had the Executive continued in the company's employ for
         three years following the Date of Termination.

                  (vi) Outplacement Services. The Executive shall be provided at
         the Company's expense with outplacement services customary for
         executives at his level (including, without limitation, office space
         and telephone support services) provided by a qualified and experienced
         third party provider selected by the Company.

                  (d) Discharge of the Company's Obligations. Except as
expressly provided in the last sentence of this Section 7(d), the amounts
payable to the Executive pursuant to this Section 7 following termination of his
employment shall be in full and complete satisfaction of the Executive's rights
under this Agreement and any other claims he may have in respect of his
employment by the Company or any of its Subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon the Executive's receipt of such amounts, the Company shall be released
and discharged from any and all liability to the Executive in connection with
this Agreement or otherwise in connection with the Executive's employment with
the Company and its Subsidiaries. Nothing in this Section 7(d) shall be
construed to release the Company from its commitment to indemnify the Executive
and hold the Executive harmless from and against any claim, loss or cause of
action arising from or out of the Executive's performance as an officer,
director or employee of the Company or any of its Subsidiaries or in any other
capacity, including any fiduciary capacity, in which the Executive served at the
request of the Company to the maximum extent permitted by applicable law and the
Governing Documents.

                  (e) Certain Further Payments by the Company.


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                  (i) In the event that any amount or benefit paid or
         distributed to the Executive pursuant to this Agreement, taken together
         with any amounts or benefits otherwise paid or distributed to the
         Executive by the Company or any affiliated company (collectively, the
         "Covered Payments"), are or become subject to the tax (the "Excise
         Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
         as amended (the "Code"), or any similar tax that may hereafter be
         imposed, the Company shall pay to the Executive at the time specified
         in Section 7(e)(v) below an additional amount (the "Tax Reimbursement
         Payment") such that the net amount retained by the Executive with
         respect to such Covered Payments, after deduction of any Excise Tax on
         the Covered Payments and any Federal, state and local income or
         employment tax and Excise Tax on the Tax Reimbursement Payment provided
         for by this Section 7(e), but before deduction for any Federal, state
         or local income or employment tax withholding on such Covered Payments,
         shall be equal to the amount of the Covered Payments.

                  (ii) For purposes of determining whether any of the Covered
         Payments will be subject to the Excise Tax and the amount of such
         Excise Tax,

                  (A)      such Covered Payments will be treated as "parachute
                           payments" within the meaning of Section 280G of the
                           Code, and all "parachute payments" in excess of the
                           "base amount" (as defined under Section 280G(b)(3) of
                           the Code) shall be treated as subject to the Excise
                           Tax, unless, and except to the extent that, in the
                           good faith judgment of the Company's independent
                           certified public accountants appointed prior to the
                           Change of Control Date or tax counsel selected by
                           such Accountants (the "Accountants"), the Company has
                           a reasonable basis to conclude that such Covered
                           Payments (in whole or in part) either do not
                           constitute "parachute payments" or represent
                           reasonable compensation for personal services
                           actually rendered (within the meaning of Section
                           280G(b)(4)(B) of the Code) in excess of the "base
                           amount," or such "parachute payments" are otherwise
                           not subject to such Excise Tax, and

                  (B)      the value of any non-cash benefits or any deferred
                           payment or benefit shall be determined by the
                           Accountants in accordance with the principles of
                           Section 280G of the Code.

                  (iii) For purposes of determining the amount of the Tax
         Reimbursement Payment, the Executive shall be deemed to pay:


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                  (A)      Federal income taxes at the highest applicable
                           marginal rate of Federal income taxation for the
                           calendar year in which the Tax Reimbursement Payment
                           is to be made, and

                  (B)      any applicable state and local income taxes at the
                           highest applicable marginal rate of taxation for the
                           calendar year in which the Tax Reimbursement Payment
                           is to be made, net of the maximum reduction in
                           Federal income taxes which could be obtained from the
                           deduction of such state or local taxes if paid in
                           such year.

                  (iv) In the event that the Excise Tax is subsequently
         determined by the Accountants or pursuant to any proceeding or
         negotiations with the Internal Revenue Service to be less than the
         amount taken into account hereunder in calculating the Tax
         Reimbursement Payment made, the Executive shall repay to the Company,
         at the time that the amount of such reduction in the Excise Tax is
         finally determined, the portion of such prior Tax Reimbursement Payment
         that would not have been paid if such Excise Tax had been applied in
         initially calculating such Tax Reimbursement Payment, plus interest on
         the amount of such repayment at the rate provided in Section
         1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event
         any portion of the Tax Reimbursement Payment to be refunded to the
         Company has been paid to any Federal, state or local tax authority,
         repayment thereof shall not be required until actual refund or credit
         of such portion has been made to the Executive, and interest payable to
         the Company shall not exceed interest received or credited to the
         Executive by such tax authority for the period it held such portion.
         The Executive and the Company shall mutually agree upon the course of
         action to be pursued (and the method of allocating the expenses
         thereof) if the Executive's good faith claim for refund or credit is
         denied.

                  In the event that the Excise Tax is later determined by the
         Accountants or pursuant to any proceeding or negotiations with the
         Internal Revenue Service to exceed the amount taken into account
         hereunder at the time the Tax Reimbursement Payment is made (including,
         but not limited to, by reason of any payment the existence or amount of
         which cannot be determined at the time of the Tax Reimbursement
         Payment), the Company shall make an additional Tax Reimbursement
         Payment in respect of such excess (plus any interest or penalty
         payable with respect to such excess) at the time that the amount of
         such excess is finally determined.


                                       13
<PAGE>   14
                  (v) The Tax Reimbursement Payment (or portion thereof)
         provided for in Section 7(e)(i) above shall be paid to the Executive
         not later than 10 business days following the payment of the Covered
         Payments; provided, however, that if the amount of such Tax
         Reimbursement Payment (or portion thereof) cannot be finally determined
         on or before the date on which payment is due, the Company shall pay to
         the Executive by such date an amount estimated in good faith by the
         Accountants to be the minimum amount of such Tax Reimbursement Payment
         and shall pay the remainder of such Tax Reimbursement Payment (together
         with interest at the rate provided in Section 1274(b)(2)(B) of the
         Code) as soon as the amount thereof can be determined, but in no event
         later than 45 calendar days after payment of the related Covered
         Payment. In the event that the amount of the estimated Tax
         Reimbursement Payment exceeds the amount subsequently determined to
         have been due, such excess shall constitute a loan by the Company to
         the Executive, payable on the fifth business day after written demand
         by the Company for payment (together with interest at the rate provided
         in Section 1274(b)(2)(B) of the Code).

                  8. Non-exclusivity of Rights. Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its affiliated companies and
for which the Executive may qualify, nor shall anything herein limit or
otherwise prejudice such rights as the Executive may have under any other
agreements with the Company or any of its affiliated companies, including
employment agreements or stock option agreements. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its affiliated companies at or subsequent to
the Date of Termination shall be payable in accordance with such plan or
program.

                  9. No Offset. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others whether by reason of the
subsequent employment of the Executive or otherwise.

                  10. Legal Fees and Expenses. If the Executive asserts any
claim in any contest (whether initiated by the Executive or by the Company) as
to the validity, enforceability or interpretation of any provision of this
Agreement, the Company shall pay the Executive's legal expenses (or cause such
expenses to be paid) including, without limitation, his reasonable attorney's
fees, on a quarterly basis, upon presentation of proof of such expenses in a
form acceptable to the Company, provided that the Executive shall


                                       14
<PAGE>   15
reimburse the Company for such amounts, plus simple interest thereon at the
90-day United States Treasury Bill rate as in effect from time to time,
compounded annually, if the arbitrator referred to in Section 13(b) or a court
of competent jurisdiction shall find that the Executive did not have a good
faith and reasonable basis to believe that he would prevail as to at least one
material issue presented to such arbitrator or court.

                  11. Confidential Information; Company Property. By and in
consideration of the salary and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, the Executive
agrees that:

                  (a) Confident Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, (i) obtained by the Executive during
his employment by the Company or any of its affiliated companies and (ii) not
otherwise public knowledge (other than by reason of an unauthorized act by the
Executive). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to an order of a court or other body having
jurisdiction over such matter, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.

                  (b) Nonsolicitation of Employees. The Executive agrees that
for two years after the Date of Termination, he will not attempt, directly or
indirectly, to induce any employee of the Company, or any subsidiary or any
affiliate thereof to be employed or perform services elsewhere or otherwise to
cease providing services to the Company, or any subsidiary or affiliate thereof.

                  (c) Company Property. Except as expressly provided herein,
promptly following the Executive's termination of employment, the Executive
shall return to the Company all property of the Company and all copies thereof
in the Executive's possession or under his control.

                  (d) Injunctive Relief and Other Remedies with Respect to
Covenants. The Executive acknowledges and agrees that the covenants and
obligations of the Executive with respect to confidentiality and Company
property relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants and obligations will cause the
Company irreparable injury for which adequate remedies are not available at law.
Therefore, the Executive agrees that the Company shall be entitled to an
injunction, restraining order or such other equitable relief (without the
requirement to post bond) restraining Executive from committing any violation of
the covenants and obligations contained in this Section 11 These remedies are
cumulative and are in


                                       15
<PAGE>   16
addition to any other rights and remedies the Company may have at law or in
equity. In no event shall an asserted violation of the provisions of this
Section 11 constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.

                  12. Successors. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall require any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement to the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place.

                  13. Miscellaneous. (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the States of New York,
applied without reference to principles of conflict of laws.

                  (b) Arbitration. Except to the extent provided in Section
11(c), any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration. The arbitration shall be
held in the city of White Plains, New York and, except to the extent
inconsistent with this Agreement, shall be conducted in accordance with the
Expedited Employment Arbitration Rules of the American Arbitration Association
then in effect at the time of the arbitration (or such other rules as the
parties may agree to in writing), and otherwise in accordance with principles
which would be applied by a court of law or equity. The arbitrator shall be
acceptable to both the Company and the Executive. If the parties cannot agree on
an acceptable arbitrator, the dispute shall be heard by a panel of three
arbitrators, one appointed by each of the parties and the third appointed by the
other two arbitrators.

                  (c) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

                  (d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No other agreement relating to the terms of the Executive's employment
by the Company,


                                       16
<PAGE>   17
oral or otherwise, shall be binding between the parties unless it is in writing
and signed by the party against whom enforcement is sought. There are no
promises, representations, inducements or statements between the parties other
than those that are expressly contained herein. The Executive acknowledges that
he is entering into this Agreement of his own free will and accord, and with no
duress, that he has read this Agreement and that he understands it and its legal
consequences.

                  (e) Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         If to the Executive:                   at the home address of the
                                                Executive noted on the records
                                                of the Company


         If to the Company:                     MBIA Inc.
                                                113 King Street
                                                Armonk, New York 10504
                                                Attn.: Secretary


or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (f) Tax withholding. The Company shall withhold from any
amounts payable under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

                  (g) Severability; Reformation. In the event that one or more
of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby. In the
event that any of the provisions of any of Section 11(a) are not enforceable in
accordance with its terms, the Executive and the Company agree that such
Section shall be reformed to make such Section enforceable in a manner which
provides the Company the maximum rights permitted at law.

                  (h) Waiver. Waiver by any party hereto of any breach or
default by the other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any provision of this
Agreement shall be implied from any course of


                                       17
<PAGE>   18
dealing between the parties hereto or from any failure by either party hereto to
assert its or his rights hereunder on any occasion or series of occasions.

                  (i) Survival. The provisions of Section 7(c)(iii) (and so much
of Section 7(d) as provides a benefit identical to that payable under such
Section 7(c)(iii)) shall survive the termination of the Employment Period
hereunder and shall be binding upon and enforceable against the Company in
accordance with its terms. In the event that any dispute arises with respect to
the Executive's entitlement to such enhanced retirement benefits, the dispute
resolutions provisions contained in Section 13(b) and the legal fees provision
contained in Section 10 shall also survive the end of the Employment Period and
shall be applied as though the dispute arose within the Employment Period.

                  (j) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  (k) Captions. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.


                  IN WITNESS WHEREOF, the Executive has hereunto set his hand
and the Company has caused this Agreement to be executed in its name on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary, all as of the day and year first above written.



                                            MBIA Inc.

                                            /s/ Kevin D. Silva
                                            ------------------------------------
                                            By: Kevin D. Silva
                                            Title: Vice President of MBIA Inc.



                                            EXECUTIVE:

                                            /s/ Robert T. Wheeler
                                            ------------------------------------


                                       18
</TEXT>
</DOCUMENT>
