Exhibit 10.17

                                    AMENDMENT
                                       to
                       EMPLOYMENT AGREEMENT ("AGREEMENT")
                                     between
                TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
                                       and
                         DARRYL W. THOMPSON ("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
          sixty (60) 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 200% of the total annual
          salary  paid to  Employee  by the  Company  and/or  TGI during the two
          calendar  years  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  twenty-four  (24)
          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 200% of the total annual salary paid to
          Employee by the Company and/or TGI during the two calendar years 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  twenty-four  (24)
          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):                                     ----------------------------
               -----------------------              Darryl W. Thompson
Title: 
      --------------------------------              Date:
Date:                                                    -----------------------
     ---------------------------------

                                       2