UNIVERSAL INSURANCE HOLDINGS, INC.
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>exhibit10_12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
                                                                       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

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                                                                       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


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                                                                       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.

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<PAGE>
                                                                       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
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<PAGE>
                                                                       EXHIBIT A


                                   FACE SHEET




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.
</TEXT>
</DOCUMENT>
