Exhibit 10.19

                                    AMENDMENT
                                       to
                       EMPLOYMENT AGREEMENT ("AGREEMENT")
                                     between
                TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
                                       and
                          HENRY B. FREEMAN ("EMPLOYEE")
                                      dated
                                OCTOBER 20, 1993



     WHEREAS, Company and Employee are currently parties to the Agreement; and

     WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and

     WHEREAS,  the  parties  desire to  memorialize  their  understandings  with
respect to these changes by amending the Agreement.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:

     1.   The last paragraph of Section  7(c)(i) is amended by deleting the last
          sentence of the paragraph in its entirety.

     2.   Section  7(c)(ii) of the  Agreement is deleted in its entirety and the
          following is substituted therefor:

               "(ii) Notwithstanding  anything contained herein to the contrary,
          the  Company  also  may  terminate   this   Agreement  and  Employee's
          employment  hereunder  for any  reason  whatsoever,  upon no less than
          thirty (30) days prior written  notice to Employee.  In the event that
          the Company  terminates  this Agreement  pursuant to the provisions of
          this  Section  7(c)(ii),  Employee  shall be  entitled  to receive his
          salary  up to the  date of  termination  set  forth in the  notice  of
          termination and a severance  payment equal to 160% of the total annual
          salary paid to Employee by the Company  and/or TGI during the calendar
          year prior to the year of termination  (the "Severance  Payment").  At
          the option of the  Company,  the  Severance  Payment  shall be payable
          either  in  a  lump  sum  cash  payment  or  in  twelve  (12)  monthly
          installments  commencing  on the  first  day of  the  month  following
          termination of this Agreement.  If for any reason any court determines
          that any of the  restrictions  contained  in  Section 8 hereof are not
          enforceable, the Company shall have no obligation to pay the Severance
          Payment or any remaining installment thereof to Employee.
<PAGE>

     3.   Section  10(a) of the  Agreement  is deleted in its  entirety  and the
          following is substituted therefor:

               "(a) Change in Control Severance  Compensation.  Within two years
          following a Change in Control (as defined below),  in the event of (i)
          a material and adverse change in the status or position of Employee as
          an executive officer of the Company including,  without limitation,  a
          material   diminution  in  duties  or   responsibilities,   except  in
          connection  with the  incapacity  of  Employee,  (ii) the  transfer or
          relocation  by the  Company  of the  office of  Employee  which  would
          require  Employee  to be based  more  than 50 miles  distant  from the
          location  of  his  office   immediately  prior  to  such  transfer  or
          relocation,  or (iii) the  discontinuance  of any  bonus or  incentive
          compensation plan for which the Company or TGI has determined Employee
          to be  eligible  and  which  represents  a  material  portion  of  the
          Employee's  annual   compensation,   Employee  shall  be  entitled  to
          terminate this Agreement and his employment hereunder and receive from
          the Company a payment equal to 160% of the total annual salary paid to
          Employee by the Company  and/or TGI during the calendar  year prior to
          the year of termination (the "Change of Control Compensation"). At the
          option of the  Company,  the Change in Control  Compensation  shall be
          payable  either in a lump sum cash  payment or in twelve (12)  monthly
          installments  commencing  on the  first  day of  the  month  following
          termination of this Agreement.  If for any reason any court determines
          that any of the  restrictions  contained  in  Section 8 hereof are not
          enforceable, the Company shall have no obligation to pay the Change in
          Control   Compensation  or  any  remaining   installment   thereof  to
          Employee."

     4.   Except as  expressly  provided in this  Amendment  or as  necessary to
          effectuate its terms, the terms of the Agreement remain unchanged.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly  authorized  officer  and  Employee  has signed  this  Amendment  to be
effective immediately upon execution by each of the parties.

COMPANY:                                             EMPLOYEE:
TRIAD GUARANTY INSURANCE
 CORPORATION

By:
   ------------------------------------       ---------------------------------
Name (Printed):                               Henry B. Freeman
               ------------------------           
Title:                                        Date:
      ---------------------------------            -----------------------------
Date:
     ----------------------------------

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