ADDENDUM NO. 8

This Addendum No. 8, effective as of July 12, 2007, by and between

Universal Insurance Holdings, Incorporated (formerly Universal Heights, Inc.)

(hereinafter the "Company"), and Bradley I. Meier ("Employee"), modifies and

amends the existing employment agreement ("Agreement") and adopts all prior

Addenda thereto ("Prior Addenda") between the Company and the Employee, and

amends provisions of the Agreement and the Addenda only in respect of the

matters set forth herein, and otherwise the Agreement and Prior Addenda remain

in full force and effect as if this Addendum No. 8 had not been executed:

I. In respect of "Article 2." of the Agreement entitled "Term,"

the "Expiration Date" defined therein is hereby modified and changed to December

31, 2009.

II. In respect of "Article 9." of the Agreement entitled "Change

in Control," subsection (d) is deleted in its entirety and replaced with the

following: "If a change in control occurs as defined in subsection 9(a) above,

then the Company shall also pay to Executive an amount equal to the sum of (x)

excise taxes imposed on Executive under Section 4999 of the Code and (y) income

taxes due from Executive with respect to the payment of the amount in subsection

(x) above as well as the payment for income taxes under this subsection 9(d).

Effective January 1, 2009, notwithstanding anything in this Agreement to the

contrary, in the event it is determined by an independent accounting firm chosen

by mutual agreement of the parties that any economic benefit, payment or

distribution by the Company to or for the benefit of the Employee, whether paid,

payable, distributed or distributable pursuant to the terms of this Agreement or

otherwise (a "PAYMENT"), would be subject to the excise tax imposed by Section

4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), (such excise

tax referred to in this Agreement as the "EXCISE TAX"), then the value of any

such Payments payable under this Agreement which constitute "parachute payments"

under Section 280G(b)(2) of the Code, as determined by the independent

accounting firm, will be reduced so that the present value of all Payments

(calculated in accordance with Section 280G of the Code and the regulations

thereunder), in the aggregate, equals the Safe Harbor Amount. The "SAFE HARBOR

AMOUNT" is equal to 2.99 times the Employee's "base amount," within the meaning

of Section 280G(b)(3) of the Code."

IN WITNESS WHEREOF, this Addendum No. 8 has been signed and executed

as on this 12th day of July, 2007.

UNIVERSAL INSURANCE HOLDINGS, INC.

By: /s/ James M. Lynch                 Date: July 12, 2007
   ----------------------------
Name:  James M. Lynch, CFO


/s/ Bradley I. Meier
-------------------------------
BRADLEY I. MEIER - Employee

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Bradley I. Meier, an employee of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF EMPLOYMENT.

(a) TERMINATION. Upon Optionee's termination of employment for any reason, other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while employed by the Corporation, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise

price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment, and/or (d) the withholding from the Option, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the Fair Market Value of such shares of Common Stock, to satisfy such tax withholding requirements. The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                       UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ James Lynch
---------------------          By: /s/ Sean P. Downes
                                   ------------------------------------------
                                   Sean P. Downes, Chief Operating Officer


 WITNESS:                      OPTIONEE


/s/ James Lynch                /s/ Bradley I. Meier
--------------------           ----------------------------------------------
                               Bradley I. Meier, President

4

Notice Addresses:

      Optionee:          Bradley I. Meier

                         -------------------------
                         -------------------------

      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   700,000

Exercise Price per share of Common Stock: $ 6.50

Limitation on Exercise: This option shall only be exercisable on such date or

                         dates as the Fair Market Value, as defined herein, of
                         the Common Stock is and has been at least one-hundred
                         and fifty percent (150%) of the exercise price for the
                         previous twenty (20) consecutive trading days.

Vesting:                 All 700,000 options vest on July 12, 2008; provided,
                         however, that if at any time prior to July 12, 2008 a
                         "change in control" (as defined in the employment
                         agreement between the Corporation and Optionee) occurs,
                         then such options shall vest immediately prior to the
                         consummation of such change in control.

Expiration Date:         Optioned shares must be purchased within five (5) years
                         from the date of grant, which is July 12, 2007.  That
                         is, all options must be exercised by July 12, 2012.

ADDENDUM NO. 2

This Addendum No. 2, effective as of July 12, 2007, by and between

Universal Insurance Holdings, Incorporated (formerly Universal Heights, Inc.)

(hereinafter the "Company"), and Sean P. Downes ("Employee"), modifies and

amends the existing employment agreement ("Agreement") and adopts all prior

Addenda thereto ("Prior Addenda") between the Company and the Employee, and

amends provisions of the Agreement and the Addenda only in respect of the

matters set forth herein, and otherwise the Agreement and Prior Addenda remain

in full force and effect as if this Addendum No. 2 had not been executed:

I. In respect of "Article 2." of the Agreement entitled "Term,"

the "Expiration Date" defined therein is hereby modified and changed to December

31, 2009.

II. In respect of "Article 9." of the Agreement entitled "Change

in Control," subsection (b) is deleted in its entirety and replaced with the

following: "If a change in control occurs as defined in subsection 9(a) above on

or before December 31, 2008, then the Company shall pay to Employee an amount

equal to (i) one times the salary then in effect at the time of the change in

control and (ii) an amount equal to one times any bonuses paid in respect of the

preceding fiscal year. Effective, January 1, 2009, if a change in control

occurs as defined in subsection 9(a) above, then the Company shall pay to

Employee an amount equal to (i) forty-eight (48) months base salary and (ii) an

amount equal two times any bonuses paid in respect of the preceding fiscal

year."

III. In respect of "Article 9." of the Agreement entitled "Change

in Control," subsection (d) is added in its entirety to provide the following:

"Effective, January 1, 2009, notwithstanding anything in this Agreement to the

contrary, in the event it is determined by an independent accounting firm chosen

by mutual agreement of the parties that any economic benefit, payment or

distribution by the Company to or for the benefit of the Employee, whether

paid, payable, distributed or distributable pursuant to the terms of this

Agreement or otherwise (a "PAYMENT"), would be subject to the excise tax imposed

by Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"),

(such excise tax referred to in this Agreement as the "EXCISE TAX"), then the

value of any such Payments payable under this Agreement which constitute

"parachute payments" under Section 280G(b)(2) of the Code, as determined by the

independent accounting firm, will be reduced so that the present value of all

Payments (calculated in accordance with Section 280G of the Code and the

regulations thereunder), in the aggregate, equals the Safe Harbor Amount. The

"SAFE HARBOR AMOUNT" is equal to 2.99 times the Employee's "base amount," within

the meaning of Section 280G(b)(3) of the Code."

IN WITNESS WHEREOF, this Addendum No. 2 has been signed and executed

as on this 12th day of July, 2007.

UNIVERSAL INSURANCE HOLDINGS, INC.

By: /s/ Bradley I. Meier               Date:   July 12, 2007
    -----------------------------
Name:



/s/ Sean P. Downes
---------------------------------
SEAN P. DOWNES - Employee

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Sean P. Downes, an employee of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF EMPLOYMENT.

(a) TERMINATION. Upon Optionee's termination of employment for any reason, other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while employed by the Corporation, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise

price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment, and/or (d) the withholding from the Option, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the Fair Market Value of such shares of Common Stock, to satisfy such tax withholding requirements. The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                        UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ James Lynch
----------------------------    By: /s/ Bradley I. Meier
                                   -----------------------------------------
                                      Bradley I. Meier, President


 WITNESS:                       OPTIONEE


/s/ James Lynch                 /s/ Sean P. Downes
----------------------------    --------------------------------------------
                                 Sean P. Downes, Chief Operating Officer

4

Notice Addresses:

      Optionee:          Sean P. Downes
                         _____________________
                         _____________________

      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   700,000

Exercise Price per share of Common Stock: $ 6.50

Limitation on Exercise: This option shall only be exercisable on such date or

                         dates as the Fair Market Value, as defined herein, of
                         the Common Stock is and has been at least one-hundred
                         and fifty percent (150%) of the exercise price for the
                         previous twenty (20) consecutive trading days.

Vesting:                 All 700,000 options vest on July 12, 2008; provided,
                         however, that if at any time prior to July 12, 2008 a
                         "change in control" (as defined in the employment
                         agreement between the Corporation and Optionee) occurs,
                         then such options shall vest immediately prior to the
                         consummation of such change in control.

Expiration Date:         Optioned shares must be purchased within five (5) years
                         from the date of grant, which is July 12, 2007.  That
                         is, all options must be exercised by July 12, 2012.

ADDENDUM NO. 1

This Addendum No. 1, effective as of July 12, 2007, by and between

Universal Insurance Holdings, Incorporated (formerly Universal Heights, Inc.)

(hereinafter the "Company"), and James M. Lynch ("Executive"), modifies and

amends the existing employment agreement ("Agreement") between the Company and

the Executive, and amends provisions of the Agreement only in respect of the

matters set forth herein, and otherwise the Agreement remains in full force and

effect as if this Addendum No. 1 had not been executed:

I. In respect of "Article 3." of the Agreement entitled

"Compensation and Related Matters," subsection (f) is added in its entirety to

provide the following: "From time to time, the Company may grant to Executive

options or warrants to purchase the Company's common stock. The Company shall

enter into an option or warrant agreement for the issuance of such options or

warrants in such event."

IN WITNESS WHEREOF, this Addendum No. 1 has been signed and executed

as on this 12th day of July, 2007.

UNIVERSAL INSURANCE HOLDINGS, INC.

By: /s/ Bradley I. Meier                  Date:  July 12, 2007
    ---------------------------
Name:


/s/ James M. Lynch
-------------------------------
JAMES M. LYNCH - Executive

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and James M. Lynch, an employee of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF EMPLOYMENT.

(a) TERMINATION. Upon Optionee's termination of employment for any reason, other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while employed by the Corporation, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise

price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the terms and conditions of this Agreement and the Option (or any other shares of

Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment, and/or (d) the withholding from the Option, at the appropriate time, of a number of shares of Common Stock sufficient, based upon the Fair Market Value of such shares of Common Stock, to satisfy such tax withholding requirements. The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                                UNIVERSAL INSURANCE HOLDINGS, INC.


/s/ Joel Wilentz
-----------------------------           By:/s/ Bradley I. Meier
                                           ------------------------------
                                             Bradley I. Meier, President


 WITNESS:                               OPTIONEE


/s/ Joel Wilentz                        /s/ James M. Lynch
-----------------------------          ----------------------------------
                                        James M. Lynch

4

Notice Addresses:

      Optionee:         James M. Lynch
                        _____________________
                        _____________________

      Corporation:      Universal Insurance Holdings, Inc.
                        1110 W. Commercial Boulevard
                        Suite 100
                        Fort Lauderdale, Florida  33309

Grant Date:             July 12, 2007

Total Options Granted:  35,000

Exercise Price per share of Common Stock: $6.50

Vesting: All 35,000 options vest on July 12, 2008.

Expiration Date: Optioned shares must be purchased within five (5) years from the date of grant, which is July 12, 2007. That is, all options must be exercised by July 12, 2012.

UNIVERSAL INSURANCE HOLDINGS, INC.

DIRECTOR SERVICES AGREEMENT

This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July, 2007 (the "Agreement"), by and between Universal Insurance Holdings, Inc., a Delaware corporation (the "Company") and Norman M. Meier (the "Director").

WHEREAS, the Company wishes to enter into this Agreement with the Director to provide for the terms and conditions under which the Director shall continue to serve as a non-executive member of the Board of Directors of the Company (the "Board"); and

WHEREAS, the Director wishes to continue to serve in such capacity under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. POSITION. Subject to the terms and conditions of this Agreement, the Director shall serve as a non-executive member of the Board; provided, however, that the Director's continued service on the Board shall be subject to any necessary approval by the Company's stockholders.

2. DUTIES.

(a) During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees and as a director or officer of any subsidiary and/or affiliate as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority commensurate to such position.

(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that (i) the Director may be a full-time executive employee of another entity and that his responsibilities to any such entity must have priority and (ii) the Director may sit on the Board of Directors of other entities. As such, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a member of the Board. Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) any board of directors of other entities on which he currently sits. Further, the Director shall complete and verify

annually such questionnaires as reasonably may be requested by the Company.

3. MONETARY REMUNERATION.

(a) Fees and Compensation. During the Directorship Term the Director shall receive the following compensation and benefits in consideration of the services rendered in Section 2 an annual fee of U.S. $80,000.00.

The Director's status during the term of this Agreement shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Sections 3 and 4 hereof shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging, all tax or other obligations associated therewith.

(b) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.

4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company may from time to time grant equity awards to the Director including, without limitation, non-qualified stock options to purchase shares of common stock of the Company. The terms and conditions of any such awards shall be as specified in a "Non-Qualified Stock Option Agreement" substantially in the form attached hereto as Exhibit A or in such other form agreement as approved by the Board.

5. DIRECTORSHIP TERM. The "Directorship Term," as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earliest of the following to occur:

(a) death of the Director ("Death");

(b) termination of the Director's service as a member of the Board by the mutual agreement of the Company and the Director;

(c) failure of the Company's stockholders to elect the Director in the Company's annual election of directors to serve on the Board for the next succeeding year;

(d) resignation by the Director from the Board if after the date hereof, the Director's employer determines that the Director's continued service on the Board conflicts with his fiduciary obligations to such employer (a "Fiduciary Resignation"); and

(e) resignation by the Director from the Board if the board of directors or the chief executive officer of the Director's employer requires the Director to resign and such resignation is not a Fiduciary Resignation.

6. DIRECTOR'S REPRESENTATION AND ACKNOWLEDGMENT. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

7. DIRECTOR COVENANTS.

(a) Unauthorized Disclosure. The Director agrees and understands that in the Director's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including but not limited to technical information, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company's industry other than as a result of the Director's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director's position with the Company during or prior to the Directorship Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b) Non-Solicitation. During the Directorship Term and for a period of one (1) year thereafter, the Director shall not interfere with the Company's relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term, was an employee or

customer of the Company or otherwise had a material business relationship with the Company.

(c) Remedies. The Director agrees that any breach of the terms of this
Section 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.

The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.

8. INDEMNIFICATION. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company.

9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

10. NOTICES. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309

with a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street NW
Washington, D.C. 20006
Telephone: (202) 778-9050
Attention: Alan J. Berkeley, Esq.

If to the Director:

Norman M. Meier
934 S. South Lake Drive
Hollywood, FL 33019

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.

11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

12. ENTIRE AGREEMENT. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

13. SEVERABILITY. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

15. LEGAL FEES. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision

thereof (a "Dispute"), shall reimburse the prevailing party for reasonable attorney's fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute, if the Director's position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

16. MODIFICATIONS. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

17. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(remainder of this page intentionally left blank)

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ Bradley I. Meier

Name: Bradley I. Meier
Title: President

DIRECTOR

By:    /s/ Norman M. Meier
       --------------------
Name:  Norman M. Meier

EXHIBIT A

Form of Non-Qualified Stock Option Agreement

EXHIBIT A

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Norman M. Meier, a Director of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICe. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF SERVICE.

(a) TERMINATION. Upon Optionee's termination of service as a Board member other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while serving as a Board member, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set

EXHIBIT A

forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; provided, however, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the

EXHIBIT A

terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, and/or (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

EXHIBIT A

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                        UNIVERSAL INSURANCE HOLDINGS, INC.


/s/ James Lynch                     /s/ Bradley I. Meier
----------------------------    By: -----------------------------------------
                                    Bradley I. Meier, President


 WITNESS:                       OPTIONEE


                                 /s/ Norman M. Meier
----------------------------    --------------------------------------------
                                 Norman Meier, Director

Notice Addresses:

      Optionee:          Norman M. Meier
                         934 S. South Lake Drive
                         Hollywood, FL  33019


      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   35,000

Exercise Price per share of Common Stock: $6.50

Vesting: All 35,000 options vest on July 12, 2008.

Expiration Date: Optioned shares must be purchased within five (5) years from the date of grant, which is July 12, 2007. That is, all options must be exercised by July 12, 2012.

UNIVERSAL INSURANCE HOLDINGS, INC.

DIRECTOR SERVICES AGREEMENT

This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July, 2007 (the "Agreement"), by and between Universal Insurance Holdings, Inc., a Delaware corporation (the "Company") and Ozzie Schindler (the "Director").

WHEREAS, the Company wishes to enter into this Agreement with the Director to provide for the terms and conditions under which the Director shall continue to serve as a non-executive member of the Board of Directors of the Company (the "Board"); and

WHEREAS, the Director wishes to continue to serve in such capacity under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. POSITION. Subject to the terms and conditions of this Agreement, the Director shall serve as a non-executive member of the Board; provided, however, that the Director's continued service on the Board shall be subject to any necessary approval by the Company's stockholders.

2. DUTIES.

(a) During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees and as a director or officer of any subsidiary and/or affiliate as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority commensurate to such position.

(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that (i) the Director may be a full-time executive employee of another entity and that his responsibilities to any such entity must have priority and (ii) the Director may sit on the Board of Directors of other entities. As such, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a member of the Board. Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) any board of directors of other entities on which he currently sits. Further, the Director shall complete and verify

annually such questionnaires as reasonably may be requested by the Company.

3. MONETARY REMUNERATION.

(a) Fees and Compensation. During the Directorship Term the Director shall receive the following compensation and benefits in consideration of the services rendered in Section 2 an annual fee of U.S. $80,000.00.

The Director's status during the term of this Agreement shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Sections 3 and 4 hereof shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging, all tax or other obligations associated therewith.

(b) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.

4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company may from time to time grant equity awards to the Director including, without limitation, non-qualified stock options to purchase shares of common stock of the Company. The terms and conditions of any such awards shall be as specified in a "Non-Qualified Stock Option Agreement" substantially in the form attached hereto as Exhibit A or in such other form agreement as approved by the Board.

5. DIRECTORSHIP TERM. The "Directorship Term," as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earliest of the following to occur:

(a) death of the Director ("Death");

(b) termination of the Director's service as a member of the Board by the mutual agreement of the Company and the Director;

(c) failure of the Company's stockholders to elect the Director in the Company's annual election of directors to serve on the Board for the next succeeding year;

(d) resignation by the Director from the Board if after the date hereof, the Director's employer determines that the Director's continued service on the Board conflicts with his fiduciary obligations to such employer (a "Fiduciary Resignation"); and

(e) resignation by the Director from the Board if the board of directors or the chief executive officer of the Director's employer requires the Director to resign and such resignation is not a Fiduciary Resignation.

6. DIRECTOR'S REPRESENTATION AND ACKNOWLEDGMENT. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

7. DIRECTOR COVENANTS.

(a) Unauthorized Disclosure. The Director agrees and understands that in the Director's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including but not limited to technical information, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company's industry other than as a result of the Director's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director's position with the Company during or prior to the Directorship Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b) Non-Solicitation. During the Directorship Term and for a period of one (1) year thereafter, the Director shall not interfere with the Company's relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term, was an

employee or customer of the Company or otherwise had a material business relationship with the Company.

(c) Remedies. The Director agrees that any breach of the terms of this Section 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.

The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.

8. INDEMNIFICATION. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company.

9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

10. NOTICES. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309

with a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street NW
Washington, D.C. 20006
Telephone: (202) 778-9050
Attention: Alan J. Berkeley, Esq.

If to the Director:

Ozzie Schindler
1451 Stillwater Drive
Miami, FL 33141

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.

11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

12. ENTIRE AGREEMENT. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

13. SEVERABILITY. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

15. LEGAL FEES. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any

provision thereof (a "Dispute"), shall reimburse the prevailing party for reasonable attorney's fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute, if the Director's position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

16. MODIFICATIONS. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

17. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(remainder of this page intentionally left blank)

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ Bradley I. Meier

Name: Bradley I. Meier
Title: President

DIRECTOR

By: /s/ Ozzie Schindler
    -------------------
Name: Ozzie Schindler

EXHIBIT A

Form of Non-Qualified Stock Option Agreement

EXHIBIT A

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Ozzie Schindler, a Director of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF SERVICE.

(a) TERMINATION. Upon Optionee's termination of service as a Board member other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while serving as a Board member, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set

EXHIBIT A

forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the

EXHIBIT A

terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, and/or (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

EXHIBIT A

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                                UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ James Lynch
-----------------------------           By:/s/ Bradley I. Meier
                                           ------------------------------
                                             Bradley I. Meier, President


 WITNESS:                               OPTIONEE


/s/ Carmen J. Leiva                     /s/ Ozzie Schinder
-----------------------------          ----------------------------------
                                        Ozzie Schindler, Director


4

Notice Addresses:

      Optionee:          Ozzie Schindler
                         1451 Stillwater Drive
                         Miami, FL  33141


      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   35,000

Exercise Price per share of Common Stock: $6.50

Vesting: All 35,000 options vest on July 12, 2008.

Expiration Date: Optioned shares must be purchased within five (5) years from the date of grant, which is July 12, 2007. That is, all options must be exercised by July 12, 2012.

UNIVERSAL INSURANCE HOLDINGS, INC.

DIRECTOR SERVICES AGREEMENT

This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July, 2007 (the "Agreement"), by and between Universal Insurance Holdings, Inc., a Delaware corporation (the "Company") and Joel Wilentz (the "Director").

WHEREAS, the Company wishes to enter into this Agreement with the Director to provide for the terms and conditions under which the Director shall continue to serve as a non-executive member of the Board of Directors of the Company (the "Board"); and

WHEREAS, the Director wishes to continue to serve in such capacity under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. POSITION. Subject to the terms and conditions of this Agreement, the Director shall serve as a non-executive member of the Board; provided, however, that the Director's continued service on the Board shall be subject to any necessary approval by the Company's stockholders.

2. DUTIES.

(a) During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees and as a director or officer of any subsidiary and/or affiliate as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority commensurate to such position.

(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that (i) the Director may be a full-time executive employee of another entity and that his responsibilities to any such entity must have priority and (ii) the Director may sit on the Board of Directors of other entities. As such, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a member of the Board. Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) any board of directors of other entities on

which he currently sits. Further, the Director shall complete and verify annually such questionnaires as reasonably may be requested by the Company.

3. MONETARY REMUNERATION.

(a) Fees and Compensation. During the Directorship Term the Director shall receive the following compensation and benefits in consideration of the services rendered in Section 2 an annual fee of U.S. $80,000.00.

The Director's status during the term of this Agreement shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Sections 3 and 4 hereof shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging, all tax or other obligations associated therewith.

(b) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.

4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company may from time to time grant equity awards to the Director including, without limitation, non-qualified stock options to purchase shares of common stock of the Company. The terms and conditions of any such awards shall be as specified in a "Non-Qualified Stock Option Agreement" substantially in the form attached hereto as Exhibit A or in such other form agreement as approved by the Board.

5. DIRECTORSHIP TERM. The "Directorship Term," as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earliest of the following to occur:

(a) death of the Director ("Death");

(b) termination of the Director's service as a member of the Board by the mutual agreement of the Company and the Director;

(c) failure of the Company's stockholders to elect the Director in the Company's annual election of directors to serve on the Board for the next succeeding year;

(d) resignation by the Director from the Board if after the date hereof, the Director's employer determines that the Director's continued service on the Board conflicts with his fiduciary obligations to such employer (a "Fiduciary Resignation"); and

(e) resignation by the Director from the Board if the board of directors or the chief executive officer of the Director's employer requires the Director to resign and such resignation is not a Fiduciary Resignation.

6. DIRECTOR'S REPRESENTATION AND ACKNOWLEDGMENT. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

7. DIRECTOR COVENANTS.

(a) Unauthorized Disclosure. The Director agrees and understands that in the Director's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including but not limited to technical information, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company's industry other than as a result of the Director's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director's position with the Company during or prior to the Directorship Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b) Non-Solicitation. During the Directorship Term and for a period of one (1) year thereafter, the Director shall not interfere with the Company's relationship with, or endeavor to entice away from the Company, any person who,

on the date of the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

(c) Remedies. The Director agrees that any breach of the terms of this
Section 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.

The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.

8. INDEMNIFICATION. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company.

9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

10. NOTICES. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309

with a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street NW
Washington, D.C. 20006
Telephone: (202) 778-9050
Attention: Alan J. Berkeley, Esq.

If to the Director:

Joel Wilentz
5811 SW 33rd Terrace
Fort Lauderdale, FL 33312

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.

11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

12. ENTIRE AGREEMENT. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

13. SEVERABILITY. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

15. LEGAL FEES. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out

of or relating to the terms and conditions of this Agreement or any provision thereof (a "Dispute"), shall reimburse the prevailing party for reasonable attorney's fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute, if the Director's position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

16. MODIFICATIONS. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

17. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(remainder of this page intentionally left blank)

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

UNIVERSAL INSURANCE HOLDINGS, INC.

By:/s/ Bradley I. Meier
   ----------------------------------
   Name: Bradley I. Meier
   Title: President

DIRECTOR

By:/s/ Joel Wilentz
   ----------------------------------
   Name: Joel Wilentz

EXHIBIT A

Form of Non-qualified Stock Option Agreement

EXHIBIT A

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Joel Wilentz, a Director of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF SERVICE.

(a) TERMINATION. Upon Optionee's termination of service as a Board member other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while serving as a Board member, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the

EXHIBIT A

Corporation on the expiration date of the Option. Such written notice shall set forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the

EXHIBIT A

terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, and/or (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

EXHIBIT A

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                        UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ James Lynch
----------------------------    By: /s/ Bradley I. Meier
                                    ----------------------------------------
                                    Bradley I. Meier, President


 WITNESS:                       OPTIONEE


                                 /s/ Joel Wilentz
----------------------------    --------------------------------------------
                                 Joel Wilentz, Director
4

Notice Addresses:

      Optionee:          Joel Wilentz
                         5811 S.W. 33[rd] Terrace
                         Fort Lauderdale, FL  33312


      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   35,000

Exercise Price per share of Common Stock: $6.50

Vesting: All 35,000 options vest on July 12, 2008.

Expiration Date: Optioned shares must be purchased within five (5) years from the date of grant, which is July 12, 2007. That is, all options must be exercised by July 12, 2012.

UNIVERSAL INSURANCE HOLDINGS, INC.

DIRECTOR SERVICES AGREEMENT

This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July, 2007 (the "Agreement"), by and between Universal Insurance Holdings, Inc., a Delaware corporation (the "Company") and Reed J. Slogoff (the "Director").

WHEREAS, the Company wishes to enter into this Agreement with the Director to provide for the terms and conditions under which the Director shall continue to serve as a non-executive member of the Board of Directors of the Company (the "Board"); and

WHEREAS, the Director wishes to continue to serve in such capacity under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. POSITION. Subject to the terms and conditions of this Agreement, the Director shall serve as a non-executive member of the Board; provided, however, that the Director's continued service on the Board shall be subject to any necessary approval by the Company's stockholders.

2. DUTIES.

(a) During the Directorship Term (as defined in Section 5 hereof), the Director shall serve as a member of the Board, and the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees and as a director or officer of any subsidiary and/or affiliate as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities and have the authority commensurate to such position.

(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that (i) the Director may be a full-time executive employee of another entity and that his responsibilities to any such entity must have priority and (ii) the Director may sit on the Board of Directors of other entities. As such, the Director will use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a member of the Board. Other than as set forth above, the Director will not, without the prior written approval of the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) any board of directors of other entities on

which he currently sits. Further, the Director shall complete and verify annually such questionnaires as reasonably may be requested by the Company.

3. MONETARY REMUNERATION.

(a) Fees and Compensation. During the Directorship Term the Director shall receive the following compensation and benefits in consideration of the services rendered in Section 2 an annual fee of U.S. $80,000.00.

The Director's status during the term of this Agreement shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under Sections 3 and 4 hereof shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging, all tax or other obligations associated therewith.

(b) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.

4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company may from time to time grant equity awards to the Director including, without limitation, non-qualified stock options to purchase shares of common stock of the Company. The terms and conditions of any such awards shall be as specified in a "Non-Qualified Stock Option Agreement" substantially in the form attached hereto as Exhibit A or in such other form agreement as approved by the Board.

5. DIRECTORSHIP TERM. The "Directorship Term," as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earliest of the following to occur:

(a) death of the Director ("Death");

(b) termination of the Director's service as a member of the Board by the mutual agreement of the Company and the Director;

(c) failure of the Company's stockholders to elect the Director in the Company's annual election of directors to serve on the Board for the next succeeding year;

(d) resignation by the Director from the Board if after the date hereof, the Director's employer determines that the Director's continued service on the Board conflicts with his fiduciary obligations to such employer (a "Fiduciary Resignation"); and

(e) resignation by the Director from the Board if the board of directors or the chief executive officer of the Director's employer requires the Director to resign and such resignation is not a Fiduciary Resignation.

6. Director's Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

7. DIRECTOR COVENANTS.

(a) Unauthorized Disclosure. The Director agrees and understands that in the Director's position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including but not limited to technical information, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company's industry other than as a result of the Director's breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data or any other tangible product or document which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director's position with the Company during or prior to the Directorship Term, provided that, the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation, and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b) Non-Solicitation. During the Directorship Term and for a period of one (1) year thereafter, the Director shall not interfere with the Company's relationship with, or endeavor to entice away from the Company, any person who,

on the date of the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

(c) REMEDIES. The Director agrees that any breach of the terms of this
Section 7 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 7.

The provisions of this Section 7 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 7.

8. INDEMNIFICATION. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company.

9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

10. NOTICES. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309

with a copy to:

Kirkpatrick & Lockhart Preston Gates Ellis LLP 1601 K Street NW
Washington, D.C. 20006
Telephone: (202) 778-9050
Attention: Alan J. Berkeley, Esq.

If to the Director:

Reed J. Slogoff
c/o Peal Properties
1425 Walnut Street
Suite 300
Philadelphia, PA 19102

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 10.

11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

12. ENTIRE AGREEMENT. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

13. SEVERABILITY. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Delaware state or federal court and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

15. LEGAL FEES. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a "Dispute"), shall reimburse the prevailing party for reasonable attorney's fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute, if the Director's position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

16. MODIFICATIONS. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

17. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(remainder of this page intentionally left blank)

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ Bradley I. Meier
----------------------
Name: Bradley I. Meier
Title: President

DIRECTOR

By: /s/ Reed J. Slogoff
   ----------------------------
Name: Reed J. Slogoff

EXHIBIT A

Form of Non-Qualified Stock Option Agreement

EXHIBIT A

UNIVERSAL INSURANCE HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

AGREEMENT ("Agreement") dated July 12, 2007, by and between Universal Insurance Holdings, Inc., a Delaware corporation ("Corporation"), and Reed J. Slogoff, a Director of the Corporation ("Optionee").

WHEREAS, the Corporation desires to compensate, motivate and retain Optionee and to provide Optionee an opportunity to share in the success of the Corporation by granting a stock option; and

WHEREAS, the option granted hereby is not intended to qualify as an "incentive stock option" within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and intending to be legally bound, the parties hereto agree as follows:

1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to Optionee an option ("Option") to purchase the number of shares of common stock of the Corporation ("Common Stock") set forth on the attached Face Sheet of this Agreement. The exercise price per share of Common Stock of the Option shall be as is set forth on the attached Face Sheet of this Agreement.

2. TERM AND EXERCISE. The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable as set forth on the attached Face Sheet of this Agreement.

3. EXERCISE OF OPTION UPON TERMINATION OF SERVICE.

(a) TERMINATION. Upon Optionee's termination of service as a Board member other than by reason of death, the right of the Optionee to exercise the Option shall terminate.

(b) DEATH. In the event of the death of Optionee while serving as a Board member, the right of any individual, trust or estate to, by will or the laws of descent and distribution, succeed to the rights and obligations of Optionee under this Agreement ("Beneficiary") to exercise the Option in full (only to the extent not previously exercised) shall expire upon the expiration of six (6) months from the date of Optionee's death or, if earlier, on the date of expiration of the Option determined pursuant to Section 2.

4. EXERCISE PROCEDURES.

(a) NOTICE OF EXERCISE. The Option shall be exercisable by written notice to the Corporation, which must be received by the Corporation not later than 5:00 P.M. local time at the principal executive office of the Corporation on the expiration date of the Option. Such written notice shall set

EXHIBIT A

forth (i) the number of shares of Common Stock being purchased, (ii) the total exercise price for the shares of Common Stock being purchased, (iii) the exact name as it should appear on the stock certificate(s) to be issued for the shares of Common Stock being purchased, and (iv) the address to which the stock certificate(s) should be sent.

(b) PAYMENT OF EXERCISE PRICE. Payment of the exercise price may be made, at Optionee's election, (i) in cash or by certified or official bank check, (ii) by delivery to the Company of a number of shares of Common Stock having a Fair Market Value (as defined below) as of the date of exercise equal to the exercise price, or (iii) by net issue exercise, pursuant to which the Company will issue to you a number of shares of Common Stock as to which the Option is exercised, less a number of shares with a Fair Market Value as of the date of exercise equal to the exercise price.

(c) FAIR MARKET VALUE. As is used herein, the "Fair Market Value" of a share of Common Stock on any day means: (i) if the principal market for the Common Stock is The American Stock Exchange, The New York Stock Exchange, or any other national securities exchange, the closing sales price of the Common Stock on such day as reported by such exchange or market, or on a consolidated tape reflecting transactions on such exchange or market, or (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on an automated quotations system, the mean between the closing bid and the closing asked prices for the Common Stock on such day as quoted on such system, or (iii) if the Common Stock is not quoted on an automated quotations system, the mean between the highest bid and lowest asked prices for the Common Stock on such day as reported by the National Quotation Bureau, Inc.; provided, that if none of (i), (ii) or (iii) above is applicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of the Common Stock shall be determined, in good faith, by the Board of Directors of the Corporation.

5. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option is granted pursuant and subject to the terms and conditions of this Agreement. The Option shall not be modified after the date of grant except by express written agreement between the Corporation and Optionee; PROVIDED, HOWEVER, that any such modification shall be approved by the Board of Directors.

6. LIMITATIONS ON TRANSFER. The Option may not be assigned or transferred other than by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code, Title I of ERISA or the rules thereunder.

7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the provisions of this Agreement, Optionee hereby agrees that Optionee will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares of Common Stock to Optionee hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by Optionee or the Corporation of any provision of any law or regulation of any governmental authority. Any determination in this regard by the Board of Directors shall be final, binding and conclusive.

8. SECURITIES LAW COMPLIANCE. Optionee agrees, for Optionee or any Beneficiary, with respect to all shares of Common Stock acquired pursuant to the

EXHIBIT A

terms and conditions of this Agreement and the Option (or any other shares of Common Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that Optionee and any Beneficiary will not sell or otherwise dispose of these shares except pursuant to an effective registration statement under the Act, or except in a transaction that, in the opinion of counsel for the Corporation, is exempt from registration under the Act. Further, the Corporation shall not be required to sell or issue any shares under the Option if, in the opinion of the Corporation, (a) the issuance of such shares would constitute a violation by Optionee or the Corporation of any applicable law or regulation of any government authority, or (b) the consent or approval of any governmental body is necessary or desirable as condition of, or in connection with, the issuance of such shares.

9. ADJUSTMENTS. The existence of the Option shall not affect in any way the right or power of the Corporation or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred stock or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. DISPUTE RESOLUTION. As a condition of granting the Option, Optionee agrees, for Optionee and any Beneficiary, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement and the Option shall be determined by the Board of Directors in its sole discretion, and any interpretation by the Board of Directors of the terms of this Agreement and the Option shall be final, binding and conclusive.

11. TAXES. The Corporation shall be entitled to withhold (or secure payment from Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any shares of Common Stock issuable under this Agreement, and the Corporation may defer issuance of shares of Common Stock upon the exercise of the Option unless the Corporation is indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Board of Directors or its delegate and shall be payable by Optionee at such time as the Board of Directors determines. Optionee may satisfy his tax withholding obligation by (a) having cash withheld from Optionee's salary or other compensation payable by the Corporation or a subsidiary, (b) the payment of cash to the Corporation, and/or (c) the payment in shares of Common Stock already owned by Optionee valued at the fair market value per share of Common Stock ("Fair Market Value") on the date of such payment The Board of Directors shall be authorized, in its sole and absolute discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections to have shares of Common Stock withheld upon exercise of the Option to meet such withholding obligations.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

EXHIBIT A

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 ATTEST:                        UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ James Lynch
----------------------------    By: /s/ Bradley I. Meier
                                    ----------------------------------------
                                    Bradley I. Meier, President


 WITNESS:                       OPTIONEE


                                /s/ Reed J. Slogoff
----------------------------    --------------------------------------------
                                 Reed J. Slogoff, Director

Notice Addresses:

      Optionee:          Reed J. Slogoff
                         C/O Pearl Properties
                         1425 Walnut Street
                         Suite 300
                         Philadelphia, PA  19102


      Corporation:       Universal Insurance Holdings, Inc.
                         1110 W. Commercial Boulevard
                         Suite 100
                         Fort Lauderdale, Florida  33309

Grant Date:              July 12, 2007

Total Options Granted:   35,000

Exercise Price per share of Common Stock: $6.50

Vesting: All 35,000 options vest on July 12, 2008.

Expiration Date: Optioned shares must be purchased within five (5) years from the date of grant, which is July 12, 2007. That is, all options must be exercised by July 12, 2012.