Ex-10.28



 






Exhibit 10.28 — AGREEMENT FOR ADMINISTRATIVE SERVICES




     THIS AGREEMENT FOR ADMINISTRATIVE SERVICES is made and entered into between and among
COLLATERAL MORTGAGE, LTD. (“CML”), COLLAT, INC. (“Collat”), NEW SOUTH FEDERAL SAVINGS BANK
(“NSFSB”), TRIAD GUARANTY INC. (“TGI”) and TRIAD GUARANTY INSURANCE CORPORATION (“TGIC”). TGI and
TGIC are referred to collectively as “Company”.



     WHEREAS, CML, Collat and NSFSB make available certain administrative and other services to
Company; and



     WHEREAS, the managements of the business concerns set forth above have determined that it is
desirable and in the best interest of each entity to enter into a contractual agreement for
administrative and other support services according to the terms and conditions set forth below.



     NOW, THEREFORE, in considerations of the premises and mutual agreements contained herein and
for other good and valuable considerations, it is agreed by and between the parties as follows:



ARTICLE I




     The initial term of the Agreement shall be for a period of twelve (12) months, beginning on
January 1, 2005 and shall automatically renew on each anniversary for a like period under the terms
and conditions hereof. Either party may cancel participation of this Agreement upon written notice
of at least sixty (60) days of its intent not to continue its participation in this Agreement. In
the event of termination by one or more parties to this Agreement, any amounts owed to the other
party is to be paid and settled within thirty (30) days following the effective date of the
termination or as soon thereafter as is possible but no later than one hundred twenty (120) days
after the effective date of termination.



ARTICLE II




     Costs of administrative and other support services and costs incurred by CML, Collat and NSFSB
on behalf of Company shall be shared as follows:




	 	a.  	Only reasonable, customary and usual charges for services rendered by CML,
Collat and NSFSB for the benefit of Company or the Chairman in the performance of his
duties as chairman of the Company may be shared under this Agreement.
	 
	 	b.  	Only costs for services and expenses actually rendered by CML, Collat and
NSFSB for Company or on behalf of the Chairman in his capacity as chairman of the
Company may be shared under this Agreement.





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ARTICLE III




     The Chairman of the Board of Company spends a significant amount of his time forwarding the
business strategies of Company. As such, Company will pay compensation to the Chairman of the
Board for his service to Company. The amount of his compensation will be determined during the
first (1st) quarter of each year and will be paid monthly.



ARTICLE IV




     Company will pay or reimburse all reasonable and ordinary expenses incurred by the Chairman of
the Board on behalf of and at the specific request of Company. These expenses will be paid
directly by the Company or reimbursed in accordance with the expense and reimbursement policy of
Company. Company will also reimburse all costs of insurance procured for the benefit and
protection of Company through CML, Collat and NSFSB.



ARTICLE V




     Company will pay a fixed fee for services to be performed and expenses to be incurred at the
request of Company to support the Chairman’s efforts on behalf of Company. Such services and fees
shall include, but shall not be limited to, allocable office overhead, support personnel overhead,
professional memberships, seminar and program attendance and travel and other expenses related
thereto. The amount of the fee will be determined during the first (1st) quarter of the
initial term of the Agreement, and during the first (1st) quarter of each annual renewal
period thereafter, and will be paid monthly.



ARTICLE VI




     This Agreement for Administrative Services supersedes previous agreements for administrative
services and may be amended from time to time in writing by the parties.



ARTICLE VII




     No part of this Agreement is intended to avoid or violate any rule or regulation of any
regulatory authority. Should it be determined by a judicial or regulatory authority that any cost
incurred and reimbursed under this Agreement is in any manner unlawful, such reimbursement may be
recovered and have the effect as though never charged.



ARTICLE VIII




     Any notice, request, claim, demand or other communication required or permitted to be given by
either party to the other shall be in writing addressed to the party to whom



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such communication is directed and shall be effective upon actual receipt. The addresses of the
parties, until changed in writing, shall be as follows:




	 	 	 
	If to TGI and TGIC:

	 	Ron D. Kessinger
	

	 	Senior Executive Vice President and COO
	

	 	101 S. Stratford Rd.
	

	 	Winston Salem, NC 27104
	 
	 	 
	If to CML:

	 	Cheryl R. Stone
	

	 	Sr. Vice President and Chief Financial Officer
	

	 	1900 Crestwood Blvd.
	

	 	Birmingham, AL 35210-2034
	 
	 	 
	If to Collat

	 	Cheryl R. Stone
	

	 	Sr. Vice President and Chief Financial Officer
	

	 	1900 Crestwood Blvd.
	

	 	Birmingham, AL 35210-2034
	 
	 	 
	If to NSFSB

	 	Roger Murphree
	

	 	Executive Vice President and Chief Financial Officer
	

	 	1900 Crestwood Blvd.
	

	 	Birmingham, AL 35210-2034






ARTICLE IX




     This Agreement may be executed in counter parts, each of which shall be deemed an original,
but all of which, together, shall constitute one and the same instrument.



ARTICLE X




     Any corporation or other entity acquired as a subsidiary of any of the parties to this
Agreement that desires to become a participant in this Agreement may do so by executing a copy of
the Agreement in its name and directing it to the “contact persons” named in Article V above. In
such case, the new entity will be bound to this Agreement from that date forward as if it had been
an original party to this Agreement, and no further action will be required on the part of the new
entity or the parties to this Agreement.



ARTICLE XI




     This Agreement shall be construed under the laws of the state of Illinois.



ARTICLE XII




     Arbitration.
All disputes between the parties to the Agreement will be settled by binding
arbitration administered by the American Arbitration Association under its



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Commercial Arbitration Rules. Judgment on the award tendered in the arbitration may be entered in
any court where jurisdiction over the parties may be had. In any and all actions for arbitration
between any of the parties, the prevailing party shall be entitled to recover reasonable attorneys’
fees and legal expenses from the other party, and the costs of arbitration shall be borne by the
losing party unless otherwise determined by the arbitrators.




     IN WITNESS WHEREOF, the parties hereto have signed, sealed and acknowledged the AGREEMENT FOR
ADMINISTRATIVE SERVICES effective January 1, 2005.



 

TRIAD GUARANTY INC.



BY /S/ DARRYL W. THOMPSON



TITLE PRESIDENT



 

TRIAD GUARANTY INSURANCE CORPORATION



BY /S/ RON KESSINGER



TITLE SENIOR EXECUTIVE VICE PRESIDENT



 


COLLATERAL MORTGAGE, LTD



BY /S/ ROBERT JENNINGS



TITLE EVP & COO




 

COLLAT, INC.



BY /S/ CHERYL R. STONE



TITLE /S/SENIOR VICE PRESIDENT & CFO





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NEW SOUTH FEDERAL SAVINGS BANK



BY /S/ ROGER D. MURPHREE



TITLE EVP & CFO




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