UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2006
TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22342 56-1838519
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
101 SOUTH STRATFORD ROAD
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices) (zip code)
(336) 723-1282
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01-ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2006 the board of directors of Triad Guaranty, Inc. ("Triad"),
based upon the recommendation of the Triad compensation committee, approved a
plan of compensation for Triad directors, the non-executive chairman of the
board of directors, and members of the committees of the Triad board of
directors effective as of January 1, 2006.
Under this plan, each director of Triad now receives an annual retainer of
$95,000, of which $30,000 is paid in cash and $65,000 is paid in restricted
stock. The non-executive chairman of the Triad board receives an annual retainer
of $225,000, of which $112,500 is paid in cash and $112,500 is paid in
restricted stock. The Triad compensation committee reserves the right to
recommend a discretionary payment in the event that the non-executive chairman
performs services above and beyond those traditionally performed by others
serving in the capacity of non-executive chairman. Audit committee members now
receive $2,500 per meeting attended up to a maximum of eight meetings per year,
and other standing committee members receive $1,500 per meeting attended up to a
maximum of four meetings per year. The Triad compensation committee reserves the
right to recommend the payment of additional fees per meeting in the event that
attendance at additional meetings is required. The Triad audit committee
chairperson now receives $15,000 per year for such services and chairpersons of
other standing committees receive $7,500 per year for serving in such capacity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Triad Guaranty Inc.
Date: March 2, 2006 By: /s/ Kenneth S. Dwyer
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Name: Kenneth S. Dwyer
Title: Vice President and Chief
Accounting Officer