EX-10.59








    Exhibit 10.59



 




    Triad
    Guaranty Inc.

    Board of Directors Compensation Program Summary



 



    In an effort to reflect both the decline in value of the trading
    price of the common stock of Triad Guaranty Inc. (the
    “Company”), as well as the change in the size of the
    Board of Directors (the “Board”) and its committees,
    the Compensation Committee revised the Company’s
    non-employee director compensation program in October 2008 (the
    “Program”). General terms of the Program for
    non-employee directors, other than the Chairman of the Board,
    are set forth below:



 




    Non-Employee
    Directors



 


			
	 	    • 
	
    Retainer:  Each non-employee director is
    entitled to receive an $85,000 annual cash retainer that is
    payable in equal quarterly installments. Each non-employee
    director shall also receive an annual grant of
    15,000 shares of restricted stock pursuant to the
    Company’s 2006 Long-Term Stock Incentive Plan (the
    “Plan”) and the related restricted stock agreement.
    The restricted stock vests 100% on the first anniversary of the
    grant date.

	 
	 	    • 
	
    Committee Chairs:  Directors that are chosen to
    serve as committee chairs are entitled to receive cash
    compensation paid in equal quarterly installments of $15,000 for
    the Audit Committee, $12,500 for the Compensation Committee and
    $7,500 for the Corporate Governance and Nominating Committee. In
    addition, a single director will be designated as the Lead
    Independent Director for which he will receive cash compensation
    of $7,500 paid in equal quarterly installments.

	 
	 	    • 
	
    Meeting Fees:  The meeting fee structure was
    revised to reflect the reduced number of committees and the
    increased time commitment expected of the directors, as detailed
    below:




 


			
	 	    1.  
	
    In-person Board meetings:  After attending five
    in-person Board meetings in any given year, each non-employee
    director is entitled to receive $5,000 for each additional
    in-person Board meeting attended for the remainder of that year.

	 
	 	    2.  
	
    Telephonic Board meetings:  After attending
    eight telephonic Board meetings in any given year, each
    non-employee director is entitled to receive for the remainder
    of that year: (i) $1,250 for each telephonic meeting
    attended that is less than or equal to one hour, and
    (ii) $2,500 for each telephonic meeting attended that
    exceeds one hour.

	 
	 	    3.  
	
    Telephonic Audit Committee meetings:  Each
    non-employee member of the Audit Committee is entitled to
    receive per year: (i) $1,250 for each telephonic meeting
    attended that is less than or equal to one hour, and
    (ii) $2,500 for each telephonic meeting attended that
    exceeds one hour.

	 
	 	    4.  
	
    Telephonic Committee meetings other than Audit
    Committee:  Each non-employee member of other
    committees is entitled to receive per year: (i) $750 for
    each telephonic meeting attended that is less than or equal to
    one hour, and (ii) $1,500 for each telephonic meeting
    attended that exceeds one hour.




 




    Chairman
    of the Board



 



    At the time of the adoption of the Program, the Chairman of the
    Board’s compensation was intentionally not addressed
    because he was serving as an executive officer of the Company.
    During the period that our Chairman served as an executive
    officer and employee of the Company, he was not entitled to
    receive any Board compensation under the Program.



 



    In March 2009, the Compensation Committee determined that
    William T. Ratliff, III, the Company’s Chairman of the
    Board, had completed his designated tasks associated with the
    transition of Mr. Jones as President and CEO and the
    management of certain projects for the Company and reduced
    Mr. Ratliff’s annual cash compensation from $400,000
    to $225,000. In connection with this determination, the
    Compensation Committee revised the Program as set forth below
    with respect to the Company’s Chairman of the Board:



 


			
	 	    • 
	
    Retainer:  The Chairman of the Board is
    entitled to receive a $225,000 annual cash retainer that is
    payable in equal quarterly installments. The Chairman shall also
    receive an annual grant of 25,000 shares of restricted
    stock pursuant to the Plan and the related restricted stock
    agreement. The restricted stock vests 100% on the first
    anniversary of the grant date.




 



    The Chairman will not be compensated for attending Board
    meetings, Committee meetings or telephonic meetings.