Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

As previously reported by Triad Guaranty Inc. (the "Company") on a Current Report on Form 8-K filed on December 11, 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation ("TGIC"), has been placed into rehabilitation, whereby the Illinois Department of Insurance (the "Department") has been vested with possession and control over all of TGIC's assets and operations, and the Company no longer has any oversight or authority over TGIC and its business affairs.

On December 27, 2012, the Department terminated Kenneth W. Jones, the President, Chief Executive Officer and Principal Financial Officer of TGIC, Earl F. Wall, the Senior Vice President, Secretary and General Counsel of TGIC, and Shirley A. Gaddy, the Senior Vice President, Operations of TGIC. In connection with this action, on January 3, 2013, Mr. Jones resigned as the Company's President, Chief Executive Officer and Principal Financial Officer and Mr. Wall resigned as the Company's Senior Vice President, Secretary and General Counsel. As a result, Messrs. Jones and Wall and Ms. Gaddy are no longer employed by TGIC or by the Company.

Also, Kenneth S. Dwyer, the Company's Senior Vice President and Chief Accounting Officer, has tendered his resignation from such position effective January 4, 2013. Mr. Dwyer remains employed by TGIC as its Senior Vice President and Chief Accounting Officer.

The Company intends to engage Messrs. Jones and Wall as consultants to assist the Company in matters related to their prior positions under terms to be negotiated by the parties in the future.

In connection with Mr. Jones' resignation from the Company, on January 3, 2013, William T. Ratliff III, the Company's Chairman, was elected as President and Chief Executive Officer of the Company.

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