Exhibit 10.11 [LOGO] UNITED NATIONAL GROUP November 7, 2003 CONFIDENTIAL VIA FACSIMILE Mr. David R. Bradley 50 Mohawk Drive West Hartford, CT 06117 RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear David: We are very pleased to offer you ("Executive") the opportunity to join United National Group, Ltd. as Chief Executive Officer, as further outlined in the term sheet below: POSITIONS & TITLES: CHIEF EXECUTIVE OFFICER of United National Group, Ltd. ("UNGL") beginning November 11, 2003 or such later date as is acceptable to UNGL (the "Employment Date"). Executive will also be elected to the Board of Directors of UNGL (the "Board") beginning on the Employment Date. Executive shall also serve as Chief Executive Officer of Wind River Insurance Company (Bermuda), Ltd. and serve on the Board of any designated subsidiaries or affiliates of UNGL. RESPONSIBILITIES: Executive shall be responsible for the general oversight and management of UNGL, including overall business strategy, all operating units (including the United States operations), operating plans and financial performance. Specifically, Executive shall be responsible for the development of a proactive specialty insurance and reinsurance business. Executive will devote his full time to UNGL and not engage in any outside business activities without the consent of the Board. REPORTING: Executive will report to the Chairman and the Executive Committee of the Board and will have all other members of executive management of UNGL report to him. LOCATION: Executive's principal offices will be based in Bermuda. The Company will assist Executive in relocating his primary residence to Bermuda and will provide Executive a monthly housing allowance mutually acceptable to the Executive and the Company to include rental cost of the Bermuda residence plus an additional $2,500 per month, the total amount of which is expected to be no more than $12,500 per month. Executive also will maintain a residence in the reasonable proximity to the headquarters of the US operations, with Executive responsible for the expenses associated with maintaining such residence. The Company will reimburse Executive for his reasonable moving costs incurred in relocating to Bermuda provided that such costs are MR. DAVID R. BRADLEY NOVEMBER 7, 2003 PAGE 2 substantiated and pre-approved (to be repaid in full by Executive if he terminates his employment for any reason within one year of the Employment Date). TERM: Through December 31, 2008. ANNUAL CASH COMPENSATION: $700,000: Base Salary of $450,000 ("Base Salary") beginning on the Employment Date, plus an annual bonus of between $100,000 and $375,000, based on achievement of 90% to 120% of targeted performance objectives and substantial progress on the corporate goals, each set by the Executive Committee ($250,000 at achievement of 100%). Such performance objectives and goals will be determined by the Board or a designated committee of the Board in consultation with Executive for each fiscal year and subject to the terms of the applicable annual bonus plan. Executive must be actively employed by UNGL and in good standing on the date UNGL's auditors approve the prior fiscal year's financial statements to be eligible for a bonus in respect of such prior fiscal year. For 2004 and each subsequent fiscal year, the Board or a designated committee of the Board will work with Executive to approve an annual bonus program for the senior management and other employees of UNGL. EQUITY PACKAGE: 200,000 UNGL SHARES AND STOCK OPTIONS: Until the earlier to occur of the consummation of the IPO and February 29, 2004, the Executive will have the opportunity to purchase up to 33,333 shares of stock at the IPO price, to be fully vested upon purchase and receive, for each share purchased, five (5) times as many stock options with an exercise price equal to the IPO price of the Company's stock, and having a term of 10 years, 67.5% to vest based on Company performance, ratably over 4 years from the date of grant, and 32.5% to vest 20% per year, starting on December 31, 2004. In the event the Company does not complete an IPO at the time of Executive's stock purchase, the price per share for both the stock purchase and the option strike price will be determined, in good faith, by the Board. Executive must be actively employed and in good standing as of each option vesting date. All options and stock acquired by Executive will be subject to the Management Shareholders Agreement (the "MSA"), which imposes transfer restrictions on shares and which provides that UNGL may elect to repurchase such shares upon the Executive's termination of employment (if for cause or resignation, at the lesser of FMV or cost, if without cause, death or disability at fair market value). All of Executive's stock and options (pro rata with Fox Paine) are also subject to a "drag along" triggered by a sale by affiliates of Fox Paine & Company, LLC of at least 50% of its holdings in UNGL. Gains realized on the sale of shares or exercise of options may also be subject to recapture, and equity held by Executive may be subject to repurchase at the lower of cost or fair market value, in the event that Executive breaches his non-competition and non-solicitation obligations. MR. DAVID R. BRADLEY NOVEMBER 7, 2003 PAGE 3 ADDITIONAL BENEFITS: Executive will be entitled to receive 4 weeks paid vacation annually and to participate, beginning on the Employment Date, in UNGL's health and other benefit plans and programs for senior executives and be covered under UNGL's D&O insurance and corporate indemnification policies. NON-COMPETITION: For 18 months subsequent to Executive's termination for "cause" (as provided for in UNGL's senior executive employment agreements), or upon Executive's voluntary resignation, Executive shall be subject to (1) a competition prohibition covering specialty property and casualty insurance/reinsurance business, insurance agency and brokerage business and MGAs and producers for UNGL and its affiliates, provided that the foregoing restrictions shall not apply if (i) your subsequent employer does not engage in any new business arrangements (including capturing incremental market share) with any MGA doing business with UNGL or its affiliates (or any MGA under contemplation to do business with UNGL or its affiliates at the time of the Executive's departure), (ii) the otherwise competitive operations of your subsequent employer (including any future operations under your management) are undertaken without any direct or indirect involvement by you and (iii) such subsequent employer is not an affiliate of one of the following: Markel Corp., HCC Insurance Holdings, Penn America Group Inc., Admiral, Nautilus and Berkley Underwriting Partners, Philadelphia Consolidated Holding Corp., Great American, Scottsdale or RLI Corp. (2) a prohibition precluding your direct or indirect involvement in the solicitation of employees and customers, and (3) confidentiality restrictions. In the event that Executive is terminated without cause, the length of each of the above-referenced periods shall be 6 months. SEVERANCE: Upon termination by Company other than for cause, Executive shall be entitled to receive a payment equal to 6 months of Base Salary, payable in monthly installments. Severance payments shall be conditioned upon the execution and delivery by Executive of a general release in favor of UNGL, and compliance with all post-termination obligations. NO CONFLICTS: Executive represents and warrants that he is not a party to any agreement or arrangement that would limit in any manner his ability to perform his duties for UNGL, except as previously disclosed. MISCELLANEOUS: This document is conditioned on approval by the Board. Subject to such Board approval this document represents a binding agreement of the parties setting forth a summary of the terms and conditions, and the parties agree to execute and deliver definitive documentation implementing the terms and conditions of this document, which will supercede this letter. Executive agrees to cooperate in connection with the execution and delivery of such documentation and all other related documentation. This Agreement is to be governed by and construed in accordance with the laws of Bermuda, without reference to principles of conflict of laws. All disputes between UNGL and Executive shall be resolved by binding confidential arbitration held in Bermuda, Philadelphia, Pennsylvania or New York City (selected by MR. DAVID R. BRADLEY NOVEMBER 7, 2003 PAGE 4 the Board) conducted by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in arbitration. The Company shall bear the costs of the arbitrators, however, each party shall bear their respective costs, including attorney's fees (and there shall not be any award of attorney's fees). Judgment on the award rendered in such arbitration may be entered in any court having jurisdiction. Nothing in this Agreement shall restrict the right of UNGL or its affiliates to seek injunctive relief arising out of any violation by Executive of the provisions of this Agreement relating to non-competition, non-solicitation, confidentiality and related matters. This Agreement supersedes all prior promises, representations, offers, contracts, and agreements among UNGL and Executive. This Agreement may not be amended except in a writing executed by Executive and the Chairman of the Board of UNGL (or other Board authorized designee), which writing shall be subject to Board approval. For purposes of this "Miscellaneous" paragraph and the general release referred to in the "Severance" paragraph above, the term "UNGL" includes United National Group, Ltd., its subsidiaries, affiliates and related entities (including without limitation Fox Paine Capital Fund II GP, LLC, Fox Paine Capital Fund II, L.P., Fox Paine Capital International Fund II, Ltd. and all persons and entities that are partners, shareholders, members or agents of any such related entities) (collectively, the "Related Entities"), and all partners, members, directors, employees, shareholders, affiliates and agents of UNGL, FPC or any other Related Entities. Notwithstanding anything herein to the contrary, this Agreement may be assigned by UNGL to any of its affiliates (including a Bermuda entity), and such assignee shall be the employer of the Executive. Please indicate your agreement to the foregoing by returning to me (by facsimile or otherwise) a copy of this letter countersigned by you (where indicated below). Sincerely yours, UNITED NATIONAL GROUP, LTD. By: /s/ Troy W. Thacker ---------------------------- Troy W. Thacker Director Agreed and Accepted /s/ David R. Bradley - ---------------------- DAVID R. BRADLEY November 8, 2003