**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 andTGIC are referred to collectively as “Company”.
     **WHEREAS,**CML, Collat and NSFSB make available certain administrative and other services toCompany; and
     **WHEREAS,**the managements of the business concerns set forth above have determined that it isdesirable and in the best interest of each entity to enter into a contractual agreement foradministrative 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 andfor 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 onJanuary 1, 2005 and shall automatically renew on each anniversary for a like period under the termsand conditions hereof. Either party may cancel participation of this Agreement upon written noticeof at least sixty (60) days of its intent not to continue its participation in this Agreement. Inthe event of termination by one or more parties to this Agreement, any amounts owed to the otherparty is to be paid and settled within thirty (30) days following the effective date of thetermination or as soon thereafter as is possible but no later than one hundred twenty (120) daysafter the effective date of termination.
**ARTICLE II**
     Costs of administrative and other support services and costs incurred by CML, Collat and NSFSBon 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 hisduties as chairman of the Company may be shared under this Agreement.  b.  Only costs for services and expenses actually rendered by CML, Collat andNSFSB for Company or on behalf of the Chairman in his capacity as chairman of theCompany 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 thebusiness strategies of Company. As such, Company will pay compensation to the Chairman of theBoard for his service to Company. The amount of his compensation will be determined during thefirst (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 ofthe Board on behalf of and at the specific request of Company. These expenses will be paiddirectly by the Company or reimbursed in accordance with the expense and reimbursement policy ofCompany. Company will also reimburse all costs of insurance procured for the benefit andprotection 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 therequest of Company to support the Chairman’s efforts on behalf of Company. Such services and feesshall include, but shall not be limited to, allocable office overhead, support personnel overhead,professional memberships, seminar and program attendance and travel and other expenses relatedthereto. The amount of the fee will be determined during the first (1st) quarter of theinitial term of the Agreement, and during the first (1st) quarter of each annual renewalperiod thereafter, and will be paid monthly.
**ARTICLE VI**
     This Agreement for Administrative Services supersedes previous agreements for administrativeservices 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 anyregulatory authority. Should it be determined by a judicial or regulatory authority that any costincurred and reimbursed under this Agreement is in any manner unlawful, such reimbursement may berecovered and have the effect as though never charged.
**ARTICLE VIII**
     Any notice, request, claim, demand or other communication required or permitted to be given byeither 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 theparties, 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 thisAgreement that desires to become a participant in this Agreement may do so by executing a copy ofthe Agreement in its name and directing it to the “contact persons” named in Article V above. Insuch case, the new entity will be bound to this Agreement from that date forward as if it had beenan original party to this Agreement, and no further action will be required on the part of the newentity 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 bindingarbitration 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 inany court where jurisdiction over the parties may be had. In any and all actions for arbitrationbetween 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 thelosing party unless otherwise determined by the arbitrators.
     **IN WITNESS WHEREOF,**the parties hereto have signed, sealed and acknowledged the **AGREEMENT FORADMINISTRATIVE SERVICES**effective January 1, 2005.
 
**TRIAD GUARANTY INC.**
**BY**/S/ DARRYL W. THOMPSON
**TITLE**PRESIDENT