##### 



Exhibit 10.44
 TRIAD GUARANTY INC.
EXECUTIVE STOCK OPTION AGREEMENT
  WHEREAS,
 NOW, THEREFORE,
 Grant of Option.
 Termination of Option.
      Vesting.
 Date
    

Percentage
of CommonStock
Subject to OptionOn ____________
    
    ___%On ____________
    
    ___%On ____________
    
    100%
 1




---



##### 



(a)
    
    Termination shall mean termination of the Optionees employment other than
for misconduct (as defined in the Plan) by the Company (or the successor to the
Company).(b)
    
    Constructive Termination shall mean the occurrence of any of the following
without the Optionees consent:(i) assignment to Optionee of duties that are materially inconsistent with his/her
position with the Company at the time of announcement of the Change in Control;(ii) a material reduction in the non-variable compensation (i.e.the aggregate of
all components of compensation other than bonus, equity awards and such other
components which by their nature are expected to vary from year to year) of the
Optionee from his/her non-variable compensation at the time of the announcement of
the Change in Control; or(iii) requirement that the Optionee relocate his/her principal business office more
than fifty (50) miles from the Optionees principal business office at the time of
the announcement of the Change in Control.(c)
    
    Change in Control shall mean the occurrence of any of the following events:(a) any person or persons acting as a group, as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934 (other than Collateral Holdings, Ltd., an
Alabama limited partnership, and any of its affiliates) shall become the beneficial
owner of securities of the Company representing more than fifty percent (50%) of the
combined voting power of the Companys then outstanding securities; or(b) individuals who constitute the board of directors of the Company as of the date
hereof (the Incumbent Board) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election or nomination for election was approved by a vote of at
least three-quarters of the directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to such nomination)
shall be, for purposes of this clause (ii) considered as though such person were a
member of the Incumbent Board; or(c) any consolidation or merger to which the Company is a party, if following such
consolidation or merger, stockholders of the Company immediately prior to
 2




---



##### 



such consolidation or merger shall not beneficially own securities representing more
than fifty percent (50%) of the combined voting power of the outstanding voting
securities of the surviving or continuing corporation; or(d) any sale, lease, exchange or other transfer (in one transaction or in a series
of related transactions) of all, or substantially all, of the assets of the Company,
other than to an entity (or entities) of which the Company or the stockholders of
the Company immediately prior to such transaction beneficially own securities
representing more than fifty percent (50%) of the combined voting power of the
outstanding voting securities.
  Transferability.
 Committee Interpretations Binding.
 No Rights as Stockholder.
   3




---



##### 



Controlling Documents.
    No Guarantee of Employment.
 Governing Law.
 IN WITNESS WHEREOF,
 OPTIONEE:
    
    COMPANY:TRIAD GUARANTY INC.By:Name:Its:
 4