SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                               (Amendment No. __)

Filed by Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

      [   ]  Preliminary Proxy Statement
      [   ]  Confidential, for Use of the Commission Only (as permitted by Rule
             14a-6(e)(2))
      [ X ]  Definitive Proxy Statement
      [   ]  Definitive Additional Materials
      [   ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
             Section 240.14a-12


                       Universal Insurance Holdings, Inc.
          _____________________________________________________________
                (Name of Registrant as Specified In Its Charter)

          _____________________________________________________________
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

      [ X ]   No fee required.

      [   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
              0-11:

              1)  Title of each class of securities to which transaction
                  applies:

              2)  Aggregate number of securities to which transaction applies:

              3)  Per  unit  price  or  other  underlying  value  of transaction
                  computed  pursuant  to Exchange Act Rule 0-11 (set  forth  the
                  amount on which the filing  is calculated and state how it was
                  determined):

              4)  Proposed maximum aggregate value of transaction:

              5)  Total fee paid:

      [   ]  Fee paid previously with preliminary materials.





      [   ]   Check box if any part of the fee is offset as provided by Exchange
              Act  Rule  0-11(a)(2)  and  identify  the  filing  for  which  the
              offsetting fee was paid  previously.  Identify the previous filing
              by registration  statement number, or the Form or Schedule and the
              date of its filing.

              1)    Amount Previously Paid:

              2)    Form, Schedule or Registration Statement Number:

              3)    Filing Party:

              4)    Date Filed:




                                 April 14, 2008


Dear Shareholder:

      On  behalf  of  the  Board  of  Directors, I invite you to attend the 2008
Annual  Meeting  of  Shareholders  ("Annual  Meeting")  of  Universal  Insurance
Holdings, Inc. ("Company").  The Annual  Meeting  will  be  held  at  9:00 a.m.,
Eastern  Standard  Time,  on Friday, May 16, 2008 at the Westin Fort Lauderdale,
400 Corporate Drive, Fort Lauderdale, Florida 33334.

      The shareholders will  be  asked  (i) to elect six directors, each to hold
office until the 2009 annual meeting or until their successors have been elected
and qualified; (ii) to approve the formula  used  to  calculate  the performance
bonus  in  the  amended employment agreement of the Executive Vice President  of
Blue Atlantic Reinsurance Corporation, a wholly owned subsidiary of the Company;
and (iii) to ratify  the  appointment of Blackman Kallick LLP as the independent
registered public accounting  firm  of  the Company for the year ending December
31, 2008.  The Board of Directors has unanimously  approved  these proposals and
we  urge  you  to  vote in favor of these proposals and in accordance  with  the
Board's recommendation  on  such  other matters as may be submitted to you for a
vote at the meeting.

      Your vote is very important,  regardless  of the number of shares you own.
Please sign and return each proxy card that you receive in the enclosed postage-
paid envelope, which is provided for your convenience.  The return of your proxy
card will not prevent you from voting in person but  will  assure that your vote
is counted if you are unable to attend the Annual Meeting.   We  look forward to
seeing you on May 16, 2008.


                                           Sincerely,


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





1110 West Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309, (954)
                                    958-1200



                       UNIVERSAL INSURANCE HOLDINGS, INC.
                    1110 WEST COMMERCIAL BOULEVARD, SUITE 100
                         FORT LAUDERDALE, FLORIDA 33309

                                     NOTICE
                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 16, 2008

      NOTICE  IS  HEREBY  GIVEN  that  the  2008 Annual Meeting of  Shareholders
("Annual Meeting") of Universal Insurance Holdings, Inc., a Delaware corporation
("Company"), will be held at 9:00 a.m., Eastern  Standard  Time,  on Friday, May
16,  2008, at the Westin Fort Lauderdale, 400 Corporate Drive, Fort  Lauderdale,
Florida 33334, for the following purposes:

      1.    To  elect  six  directors, each to hold office until the 2009 annual
            meeting or until their successors have been elected and qualified;

      2.    To approve the formula  used  to  calculate the performance bonus in
            the amended employment agreement of  the Executive Vice President of
            Blue Atlantic Reinsurance Corporation,  a wholly owned subsidiary of
            the Company;

      3.    To ratify the appointment of Blackman Kallick LLP as the independent
            registered public accounting firm of the Company for the year ending
            December 31, 2008; and

      4.    To  transact  any  other business as may properly  come  before  the
            Annual Meeting or any adjournment thereof.

      The Board of Directors has  fixed  the close of business on March 31, 2008
as the record date for the determination of  shareholders entitled to notice of,
and to vote at, the Annual Meeting and at any  adjournment  thereof.  A complete
list  of  shareholders  of  record  of  the Company on the record date  will  be
available for examination by any shareholder,  for  any  purpose  germane to the
Annual Meeting, during ordinary business hours, for the ten-day period  prior to
the  Annual  Meeting,  at  the  executive  offices  of  the  Company,  1110 West
Commercial Boulevard, Suite 100, Fort Lauderdale, Florida 33309.

      It  is  important  that  your shares be represented at the Annual Meeting.
Whether or not you expect to be  present,  please fill in, date, sign and return
the enclosed proxy form in the accompanying addressed, postage-prepaid envelope.
If you attend the meeting, you may revoke your proxy and vote in person.

                                       2


      In the event that there are not sufficient votes to approve any one of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned to permit further solicitation of proxies by the Company.

                                     BY ORDER OF THE BOARD OF DIRECTORS

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

Fort Lauderdale, Florida
April 14, 2008

      WHETHER OR NOT YOU PLAN TO BE PRESENT  IN  PERSON  AT  THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT  AS  PROMPTLY AS
POSSIBLE IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.  SHAREHOLDERS WHO  ATTEND
THE MEETING MAY REVOKE THEIR PROXIES AT THE MEETING AND VOTE IN PERSON.

                                       3



                       UNIVERSAL INSURANCE HOLDINGS, INC.
                    1110 WEST COMMERCIAL BOULEVARD, SUITE 100
                         FORT LAUDERDALE, FLORIDA 33309


                                 PROXY STATEMENT

      This  Proxy Statement is furnished in connection with the solicitation  by
the Board of  Directors  ("Board")  of  Universal  Insurance  Holdings,  Inc., a
Delaware  corporation  ("Company"), of proxies to be voted at the Annual Meeting
of Shareholders of the Company ("Annual Meeting"), to be held at the Westin Fort
Lauderdale, 400 Corporate  Drive, Fort Lauderdale, Florida 33334, on Friday, May
16, 2008 at 9:00 a.m., Eastern  Standard  Time, and at any and all postponements
or adjournments thereof, for the purposes set  forth  in the accompanying Notice
of Annual Meeting.

      A  copy  of  the Annual Report of the Company for its  fiscal  year  ended
December 31, 2007 is  included.  This Proxy Statement, Notice of Annual Meeting,
accompanying proxy card,  and  Annual  Report are first expected to be mailed to
shareholders on or about April 15, 2008.

              INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING

      The close of business on March 31, 2008 has been fixed by the Board as the
record date ("Record Date") for determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting.   Therefore, only shareholders of record
as of the close of business on March 31, 2008  are entitled to notice of, and to
vote at, the Annual Meeting or any postponements  or  adjournments thereof.  The
securities to be voted at the Annual Meeting consist of  (i)  shares  of  Common
Stock  of  the  Company,  $0.01  par value per share ("Common Stock"), with each
share entitling its record owner to  one vote, (ii) shares of Series M Preferred
Stock of the Company, $0.01 par value  per  share  ("Series M Preferred Stock"),
with  each  share entitling its record owner to one vote  and  (iii)  shares  of
Series A Preferred  Stock  of  the Company, $0.01 par value per share ("Series A
Preferred Stock"), with each share  entitling its record owner to one vote.  The
holders of Series M Preferred Stock, voting separately as a series, are entitled
to elect two directors.  The holders  of  Common Stock, Series M Preferred Stock
and Series A Preferred Stock, voting together  as  one  class,  are  entitled to
elect the remaining directors.

      If the accompanying proxy card is properly signed, returned to the Company
in  time  to  be  voted  at  the  Annual  Meeting,  and  not revoked, the shares
represented  by  such  card  will be voted in accordance with  the  instructions
contained on such card.  Unless  contrary  instructions  are  given, the persons
designated as proxy holders in the proxy card will vote FOR Proposals  1,  2 and
3.   If  any  other matters properly come before the Annual Meeting, the persons
named as proxy  holders  will vote upon such matters as determined by a majority
of the Board.

      Each shareholder may  revoke a previously granted proxy at any time before
it  is  exercised  by filing with  the  Secretary  of  the  Company  a  revoking
instrument or a duly  executed  proxy  bearing  a later date.  The powers of the
proxy holders will be suspended if the person executing  the  proxy  attends the
Annual Meeting in person and so requests.  Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.



      The  table  below  sets  forth  the  number  and  classes of Company stock
entitled to vote at the Annual Meeting.




                        Number of Record Holders    Number of Shares             Amount of Votes
                        ------------------------    ----------------             ---------------
                                 Holders               Outstanding              Entitled to be Cast
                                 -------               -----------              -------------------
Class of Voting Stock     as of the Record Date    as of the Record Date         as of the Record Date
---------------------     ---------------------    ---------------------         ---------------------
                                                                                  
Common Stock                        45                     39,922,157                      39,922,157
Series M Preferred Stock            4                        88,690                          88,690
Series A Preferred Stock            3                        44,950                          44,950



      The  Company had no other class of voting securities  outstanding  on  the
Record Date.

      The presence,  in  person or by proxy, of at least a majority of the total
number of outstanding shares of the Series M Preferred Stock entitled to vote at
the Annual Meeting for those  matters  where  a  separate  vote  of the Series M
Preferred Stock is required, and of at least a majority of the total  number  of
outstanding  shares  of  the Common Stock, Series M Preferred Stock and Series A
Preferred Stock entitled to  vote  at the Annual Meeting for those matters where
the Common Stock, Series M Preferred  Stock and Series A Preferred Stock, voting
together as a class, is required, is necessary  to  constitute  a  quorum at the
Annual Meeting.  If a quorum is not present at the Annual Meeting, a majority of
the  shares so represented may vote to adjourn the Annual Meeting from  time  to
time without  further notice.  If a quorum is present, the affirmative vote of a
majority of the  votes  actually  cast  at  the meeting, whether in person or by
proxy, is necessary to elect the nominees for directors.  There is no cumulative
voting  in  the election of directors.  With respect  to  the  approval  of  the
formula used  to  calculate  performance  bonus,  or  any  other matter properly
brought before the Annual Meeting or any adjournment of the  Annual Meeting, the
vote required for approval shall be the affirmative vote of a  majority  of  the
total  number of votes that those present at the Annual Meeting, in person or by
proxy, are entitled to cast.

      Under  Delaware  law,  shares represented at the Annual Meeting (either by
properly executed proxies or in person) that reflect abstentions or "broker non-
votes" (i.e., shares held by a  broker  or  nominee  that are represented at the
Annual  Meeting,  but  with  respect  to which such broker  or  nominee  is  not
empowered to vote on a particular proposal)  will  be counted as shares that are
present  and  entitled to vote for purposes of determining  the  presence  of  a
quorum.  Abstentions  as  to  any  proposal  will  have the same effect as votes
against the proposal.  With respect to Proposals 1 and  3, broker non-votes will
be  treated as unvoted for purposes of determining approval  of  such  proposals
(and  therefore  will reduce the absolute number - although not the percentage -
of votes needed for  approval)  and  will not be counted as votes for or against
the proposals.  With respect to Proposal  2, however, broker non-votes will have
the same effect as votes against the proposal.

      A  shareholder  may revoke his or her proxy  at  any  time  prior  to  its
exercise by (i) filing  with  Norman  M.  Meier,  Secretary, Universal Insurance
Holdings,  Inc.,  1110 West Commercial Boulevard, Suite  100,  Fort  Lauderdale,
Florida 33309, written  notice  thereof,  (ii)  submitting a duly executed proxy
bearing a later date, or (iii) appearing at the Annual  Meeting  and  giving the
Secretary  notice  of his or her intention to vote in person.  Unless previously

                                       2


revoked or otherwise  instructed  thereon,  proxies  will be voted at the Annual
Meeting on the proposals as described above.

      The Company will bear the cost of soliciting proxies in the enclosed form.
Officers and regular employees of the Company may solicit  proxies  by a further
mailing  or personal conversations or via telephone or facsimile, provided  that
they do not  receive compensation for doing so.  The Company will, upon request,
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of stock.


                              ELECTION OF DIRECTORS
                                  (PROPOSAL 1)

      The Board  has  the ultimate authority for the management of the Company's
business,  objectives  and  operations.   It  selects  the  Company's  executive
officers, delegates responsibilities for the conduct of the Company's day-to-day
operations to those officers, and monitors the performance of the officers.

      Meetings of the Board  are  held  regularly  each quarter and as required.
The Board held four meetings during 2007.  During 2007,  each  director attended
all  of  the  Board  meetings and meetings of the Board committees on  which  he
served.

      The Company encourages  its  Board  members to attend the Company's Annual
Meeting of Shareholders.

      The following table sets forth the total compensation paid to non-employee
directors during the fiscal year ended December 31, 2007.


--------------------------------------------------------------------------------
                              DIRECTOR COMPENSATION
--------------------------------------------------------------------------------
        Name        Fees Earned or Paid in Cash|Option Awards| Total
--------------------------------------------------------------------------------
 Joel M. Wilentz              $80,000             $107,016    $187,016
--------------------------------------------------------------------------------
 Norman M. Meier              $80,000             $107,016    $187,016
--------------------------------------------------------------------------------
 Reed J. Slogff               $80,000             $107,016    $187,016
--------------------------------------------------------------------------------
 Ozzie A. Schindler           $80,000             $142,632    $222,632
--------------------------------------------------------------------------------


      Non-employee  directors  currently receive annual compensation of $80,000,
paid  quarterly,  for serving on the Board and the  reimbursement  of reasonable
expenses  incurred in attending  meetings.  Officers are elected annually by the
Board and serve at the  discretion  of the Board.  The Company has entered  into
indemnification agreements with its executive officers and directors pursuant to
which the  Company  has agreed to  indemnify  such  individuals,  to the fullest
extent permitted by law, for claims made against


                                       3


them in connection with their positions  as officers, directors or agents of the
Company.

      The Board has nominated Bradley I. Meier, Norman M. Meier, Sean P. Downes,
Ozzie A. Schindler, Reed J. Slogoff and Joel  M.  Wilentz  for reelection to the
Board  to  serve  as  directors  until  the 2009 annual meeting or  until  their
successors are duly elected and qualified.   The  nominees  have consented to be
named  and have indicated their intent to serve if elected.  The  Board  has  no
reason to  believe  that  the  nominees  will  be  unavailable or that any other
vacancy  on the Board will occur.  If any nominee becomes  unavailable  for  any
reason, or  if  any other vacancy in the class of directors to be elected at the
Annual Meeting should  occur  before the election, the shares represented by the
proxy will be voted for the person,  if  any,  who is designated by the Board to
replace the nominee or to fill such other vacancy on the Board.

      The holders of Series M Preferred Stock, voting  separately  as  a series,
are  entitled to elect directors to fill the seats currently held by Bradley  I.
Meier  and  Norman  M.  Meier, both of whom the Board recommends for reelection;
such directors shall be elected by a majority of votes in the affirmative of the
Series M Preferred Stock  shares  cast  at  the  Annual Meeting.  The holders of
Common Stock, the holders of Series M Preferred Stock  and the holders of Series
A Preferred Stock, voting together as one class, are entitled to elect directors
to fill the seats currently held by Sean P. Downes, Ozzie  A. Schindler, Reed J.
Slogoff  and Joel M. Wilentz, all of whom the Board recommends  for  reelection;
such directors shall be elected by a majority of votes in the affirmative of the
Common Stock  shares,  Series  M  Preferred  Stock shares and Series A Preferred
Stock  shares,  voting together as a class, cast  at  the  Annual  Meeting.   If
elected, all nominees  are  expected  to  serve until the 2009 annual meeting or
until their successors are duly elected and qualified.

      THE BOARD UNANIMOUSLY RECOMMENDS THAT  THE  NOMINEES  DESCRIBED  ABOVE  BE
ELECTED  AS  DIRECTORS  TO  SERVE  UNTIL  THE 2009 ANNUAL MEETING OR UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

                             INFORMATION CONCERNING
                  THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

      The  current  directors  and executive officers  of  the  Company  are  as
follows:



        Name          Age                          Position                               First Year as
        ----          ---                          --------                               -------------
                                                                                             Director
                                                                                             --------
                                                                                          (Term Expires)
                                                                                     
Bradley I. Meier      40        President, Chief Executive Officer                             1990
(Director Nominee)              and Director                                                  (2008)

Norman M. Meier       69        Director, Secretary                                            1992
(Director Nominee)                                                                            (2008)

Ozzie A. Schindler    39        Director                                                       2007
(Director Nominee)                                                                            (2008)

Reed J. Slogoff       39        Director                                                       1997
(Director Nominee)                                                                            (2008)


                                       4



                                                                                     
Joel M. Wilentz, M.D. 74        Director                                                       1997
(Director Nominee)                                                                            (2008)

Sean P. Downes        38        Chief Operating Officer, Senior                                2005
(Director Nominee)              Vice President and Director                                   (2008)

James M. Lynch        53        Executive Vice President and
                                Chief Financial Officer


BIOGRAPHICAL INFORMATION

      Biographical information regarding the directors and executive officers of
the Company is as follows:

      Bradley  I.  Meier has been  President,  Chief  Executive  Officer  and  a
Director of the Company  since its inception in November 1990.  He has served as
President of Universal Property  and  Casualty  Insurance  Company  ("UPCIC"), a
wholly owned subsidiary of the Company, since its formation in April  1997.   In
1990,  Mr.  Meier  graduated  from the Wharton School of Business with a B.S. in
Economics.

      Norman M. Meier has been  a Director of the Company since July 1992.  From
December 1986 until November 1999,  Mr.  Meier  was  President,  Chief Executive
Officer  and  a  Director  of  Columbia  Laboratories,  Inc., a publicly  traded
corporation in the pharmaceuticals business.  From 1971 to  1977,  Mr. Meier was
Vice President of Sales and Marketing for Key Pharmaceuticals.  From  1977 until
1986, Mr. Meier served as a consultant to Key Pharmaceuticals.

      Ozzie A. Schindler has been a Director of the Company since January  2007.
Mr.   Schindler   is  a  partner   with the law firm of  Greenberg  Traurig  and
specializes in international tax, trusts and succession and planning.  He has an
LL.M. in Taxation  from New York  University  School of Law and  graduated  with
honors  from the  University of Florida   School  of  Law.  Mr.  Schindler  also
graduated  with  high  honors  from  the  University of Florida Fisher School of
Accounting.  He is admitted to both the Florida and New York bars.

      Reed J. Slogoff has been a Director of  the Company since March 1997.  Mr.
Slogoff  is currently a principal with Pearl Properties  Commercial  Management,
LLC,  a  commercial   real  estate  investment  and  management  firm  based  in
Philadelphia,  Pennsylvania.    Mr.   Slogoff   was   formerly   with   Entercom
Communications  Corp.,  a  publicly  traded  radio  broadcasting company and was
previously a member of the corporate and real estate  group  of  the law firm of
Dilworth,  Paxson,  LLP.   Mr.  Slogoff  received  a  B.A. with Honors from  the
University  of  Pennsylvania in 1990, and a J.D. from the  University  of  Miami
School of Law in 1993.

      Joel M. Wilentz, M.D. has been a Director of the Company since March 1997.
Dr. Wilentz is one of the founding members of Dermatology Associates in Florida,
founded in 1970.   He  is  a  member  of  the  boards of the Neurological Injury
Compensation  Association  for  Florida,  the  Broward  County  Florida  Medical
Association, and the American Arm of the Israeli  Emergency  Medical Service for

                                       5


the southeastern United States, of which he is also President.  Dr. Wilentz is a
past member of the Board of Overseers of the Nova Southeastern University School
of Pharmacy.

      Sean P. Downes has been Senior Vice President, Chief Operating Officer and
a Director of the Company since January 2005.  He also has been  Chief Operating
Officer and a Director of UPCIC since July 2003.  Mr. Downes was Chief Operating
Officer of Universal Adjusting Corporation from July 1999 to July  2003.  During
that  time,  Mr. Downes created the Company's claims operation.  Before  joining
the  Company in  July  1999,  Mr.  Downes  was  Vice  President  of  Downes  and
Associates, a multi-line insurance adjustment corporation.

      James  M.  Lynch  has  been  Executive  Vice President and Chief Financial
Officer of the Company since August 1998.  Before  joining the Company in August
1998, Mr. Lynch was Chief Financial Officer of Florida  Administrators, Inc., an
organization specializing in property and casualty insurance.   Prior to working
at  Florida  Administrators,  Inc.,  Mr. Lynch held the position of Senior  Vice
President  of  Finance  and  Comptroller  of   Trust  Group,  Inc.,  which  also
specialized in property and casualty insurance.   Before  his  position at Trust
Group, Mr. Lynch was a Manager with the accounting and auditing  firm of Coopers
& Lybrand, which later became PricewaterhouseCoopers LLC.

      Norman  M.  Meier  and  Bradley I. Meier are father and son, respectively.
There are no other family relationships  among  the Company's executive officers
and directors.

      All directors hold office until the next annual meeting of shareholders or
the election and qualification of their successors.  Currently, the Company does
not  have  a  procedure  by  which shareholders may recommend  nominees  to  the
Company's Board of Directors.   Officers  are  elected  annually by the Board of
Directors and serve at the discretion of the Board.

COMMITTEES AND CORPORATE GOVERNANCE

      AUDIT COMMITTEE

      The Company has a separately designated Audit Committee, whose members are
Ozzie  A.  Schindler,  Reed J. Slogoff and Joel M. Wilentz,  each  of  whom  was
determined by the Board  to  be  independent  under  the applicable rules of the
Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory
Authority ("FINRA").  The Company's Board of Directors has determined that Ozzie
A.  Schindler  is  an  "audit committee financial expert"  as  defined  by  Item
407(d)(5) of Regulation S-B promulgated by the SEC.

      The Audit Committee recommends the firm to be appointed as the independent
registered  public accounting  firm  of  the  Company  to  audit  the  Company's
financial statements  and  to  perform services related to the audit, review the
scope and results of the audit with the independent registered public accounting
firm, review with management and  the  independent  registered public accounting
firm the Company's year-end operating results and consider  the  adequacy of the
internal accounting procedures.

      The Audit Committee met separately seven times during 2007,  and  the full
Board,  including  the  members of the Audit Committee, met several times during
the  year  to  discuss  the  financial   position   of   the   Company,  provide

                                       6


recommendations and guidance to management and evaluate strategies and financial
opportunities and initiatives.

      The Audit Committee operates under a written charter that  was  adopted by
the Board of Directors on January 9, 2007.  The Audit Committee Charter  will be
reviewed annually for changes, as appropriate.

      AUDIT COMMITTEE REPORT

      The  following  is  the  report of the Audit Committee with respect to the
Company's audited financial statements  for  the  fiscal year ended December 31,
2007, which include the balance sheet of the Company  as  of  December 31, 2007,
and  the related statements of operations, changes in shareholders'  equity  and
cash flows  for the years in the period ended December 31, 2007 and 2006 and the
notes thereto.   The information contained in this report shall not be deemed to
be "soliciting material"  or  to  be  "filed"  with  the  SEC,  nor  shall  such
information  be  incorporated  by  reference  into  any  future filing under the
Securities Act of 1933, as amended, or the Securities Exchange  Act  of 1934, as
amended  ("Exchange  Act"),  except  to the extent that the Company specifically
incorporates it by reference in such filing.

      COMPOSITION

      The Audit Committee of the Board  of  Directors  is  composed of the three
directors   named  below.   Each  member  of  the  Audit  Committee  meets   the
independence and financial experience requirements under the applicable rules of
the SEC and the FINRA.

      REVIEW WITH MANAGEMENT

      The Audit  Committee  has  reviewed  and  discussed  the Company's audited
financial statements with management.

      REVIEW AND DISCUSSIONS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The Audit Committee has discussed with Blackman Kallick LLP, the Company's
independent registered public accounting firm for 2007, the  matters required to
be  discussed in accordance with the standards of the Public Company  Accounting
Oversight Board which include, among other items, matters related to the conduct
of the audit of the Company's financial statements.

      The  Audit  Committee has received written disclosures and the letter from
Blackman Kallick LLP  required  by  Independence  Standards Board Standard No. 1
(which relates to the accountant's independence from the Company and its related
entities) and has discussed with Blackman Kallick LLP  its independence from the
Company.

      CONCLUSION

      Based on the review and discussions referred to above, the Audit Committee
recommended  to the Board that the  Company's  audited  financial  statements be
included in the  Company's  Annual  Report on Form  10-KSB/A for the fiscal year
ended December 31, 2007.

                                       7



                                     SUBMITTED BY THE AUDIT COMMITTEE OF
                                     THE BOARD OF DIRECTORS

                                     Ozzie A. Schindler
                                     Reed J. Slogoff
                                     Joel M. Wilentz


      COMPENSATION COMMITTEE

      The Compensation  Committee  consists  of  Reed  J.  Slogoff  and  Joel M.
Wilentz,  each  of whom was determined by the Board to be independent under  the
applicable rules  of  the SEC and the FINRA.  Among its duties, the Compensation
Committee assists the Board  in  discharging  its  responsibilities  relating to
corporate  goals  and  objectives  relevant to the compensation of the Company's
executive officers, evaluating the performance of executive officers in light of
those  goals  and  objectives  and  determining   compensation   based  on  such
evaluation.   The  Compensation Committee operates under a written charter  that
was adopted by the Board  on March 13, 2007.  The Compensation Committee Charter
will be reviewed annually for changes, as appropriate.

      DIRECTOR NOMINATIONS

      A director can be nominated by a member of the Board.  The Company has not
established a Nominating Committee.   Given  the  size of the Company, the Board
believes that this is appropriate.

      CODE OF BUSINESS CONDUCT AND ETHICS

      The Company adopted a Code of Business Conduct  and  Ethics  on January 9,
2007 that is applicable to all directors, officers and employees of the Company.
The code is publicly available at the Company's headquarters in Fort Lauderdale,
Florida.   Upon completion of the build-out of the Company's website,  the  code
will be posted  there.   A  copy  of  the Company's Code of Business Conduct and
Ethics may be obtained free of charge by  written  request  to  James  M. Lynch,
Universal  Insurance Holdings, Inc., 1110 West Commercial Boulevard, Suite  100,
Fort Lauderdale, Florida 33309.

      SHAREHOLDER COMMUNICATIONS

      The Company  has  not  established  a set process for shareholders to send
communications to the Board.  Given the size  of the Company, the Board believes
that this is appropriate.


      CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      Downes and Associates, a multi-line insurance adjustment corporation based
in Deerfield Beach, Florida, performs certain claims  adjusting  work for UPCIC.
Downes and Associates is owned by Dennis Downes, who is the father  of  Sean  P.
Downes, Chief Operating Officer and Senior Vice President of the Company. During
2007  and  2006,  the  Company  expensed claims, adjusting fees of $675,237  and
$829,208, respectively, to Downes and Associates.

                                       8


      Transactions between the Company  and  its affiliates are on terms no less
favorable to the Company than can be obtained  from  third  parties  on an arm's
length  basis.   Transactions  between  the  Company  and  any  of its executive
officers  or  directors  require  the  approval  of  a majority of disinterested
directors.

                             EXECUTIVE COMPENSATION

      The following table sets forth the compensation  paid  to or earned by the
Company's President and Chief Executive Officer and the Company's two other most
highly  compensated  executive  officers  (collectively,  the  "Named  Executive
Officers") during each of the Company's last two fiscal years.



------------------------------------------------------------------------------------------------------
                                       SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------
 Name and                                                                Non-Equity
 Principal                                  Stock        Option        Incentive Plan
 Position     Year   Salary      Bonus      Awards       Awards         Compensation          Total
------------------------------------------------------------------------------------------------------
                                                                       
Bradley  I.   2007 $977,228        $ -         $ -    $1,920,800          $3,835,271        $6,733,299
Meier,       -----------------------------------------------------------------------------------------
President &   2006 $830,324        $ -         $ -           $ -          $1,091,899        $1,922,223
CEO
------------------------------------------------------------------------------------------------------
James M.      2007 $349,385   $100,000    $141,500      $145,134                 $ -          $736,019
Lynch, EVP   -----------------------------------------------------------------------------------------
& CFO         2006 $251,250    $90,000     $42,582           $ -                 $ -          $383,832
------------------------------------------------------------------------------------------------------
Sean P.       2007 $691,500        $ -         $ -    $2,454,445          $2,913,953        $6,059,898
Downes,      -----------------------------------------------------------------------------------------
SVO &         2006 $537,678        $ -    $418,462           $ -          $856,424          $1,812,564
COO
------------------------------------------------------------------------------------------------------



EMPLOYMENT AGREEMENTS

      The Company has  entered  into  employment  agreements  with  three of its
executive officers, Bradley I. Meier, Sean P. Downes and James M. Lynch.

      The  Company's  employment agreement with Mr. Meier is dated as of  August
11, 1999.  The Company and Mr. Meier have amended the employment agreement, with
the most recent amendment  dated July 12, 2007 (the employment agreement and the
amendments are collectively  referred  to  as the "Meier Agreement").  Under the
terms of the Meier Agreement, Mr. Meier will  serve  as  the Company's President
and Chief Executive Officer.  Mr. Meier received a base salary  of  $977,228  in
2007,  and he is entitled to a twenty percent (20%) increase in base salary each
year.  Additionally,  pursuant  to the Meier Agreement, Mr. Meier is entitled to
an annual performance bonus equal  to three percent (3%) of the pretax income of
the Company up to $5 million, and four  percent (4%) of the pretax income of the
Company in excess of $5 million; provided,  however,  that  any  such  bonus  is
contingent  upon  the Company's shareholders approving such bonus formula, which

                                        9


they have done.  Mr.  Meier  is  also  eligible  for  other benefits customarily
provided  by  the Company to its executive employees, and  the  Meier  Agreement
contains noncompete  and nondisclosure provisions.  In addition, in the event of
a Change in Control of  the  Company  (as  defined  in the Meier Agreement), the
Company shall pay Mr. Meier an amount equal to 48 months  base  salary, plus two
times any bonus paid for the preceding fiscal year.  Further, in  the event of a
Change  in  Control,  all  options held by Mr. Meier vest and become immediately
exercisable.   Also,  in  the  event  that  the  Company  terminates  the  Meier
Agreement, the Company shall pay  Mr.  Meier  24 months total compensation.  The
Meier  Agreement  expires  on  December  31,  2009; however,  the  agreement  is
automatically extended each year thereafter unless  the  Company  or  Mr.  Meier
provides  written  notice  that  the  agreement  is  being terminated 60 days in
advance of the anniversary date of the Meier Agreement.

      The Company's employment agreement with Mr. Downes  is dated as of January
1, 2005 and provides that Mr. Downes will serve as Chief Operating  Officer  and
Senior  Vice  President  of the Company. The Company and Mr. Downes have amended
the employment agreement,  with  the  most  recent amendment dated July 12, 2007
(the employment agreement and the amendments are collectively referred to as the
"Downes Agreement").  Mr. Downes received a base salary of $691,500 in 2007, and
he is entitled to a twenty percent (20%) increase  in  base  salary  each  year.
Additionally,  pursuant  to  the  Downes Agreement, Mr. Downes is entitled to an
annual performance bonus equal to three  percent  (3%) of the pre-tax profits of
the  Company;  provided, however, that any such bonus  is  contingent  upon  the
Company's shareholders  approving  such  bonus  formula,  which  they have done.
Under the Downes Agreement, the Company may grant Mr. Downes options or warrants
to purchase the Company's Common Stock.  Mr. Downes is also eligible  for  other
benefits customarily provided by the Company to its executive employees and  the
Downes Agreement contains noncompete and nondisclosure provisions.  In addition,
in  the  event  of  a Change in Control of the Company (as defined in the Downes
Agreement), the Company  shall  pay Mr. Downes an amount equal to 12 months base
salary,  plus  the  annual bonus paid  for  the  preceding  fiscal  year.  Also,
effective January 1,  2009, if a Change in Control occurs, the Company shall pay
Mr. Downes an amount equal  to  2.99 times Mr. Downes' "base amount," as defined
in Section 280G(b)(3) of the Internal  Revenue Code.  Further, in the event of a
Change in Control, all options held by Mr.  Downes  vest  and become immediately
exercisable.  The Downes Agreement expires on December 31,  2009 unless extended
in writing by the Company.

      On October 11, 2006, the Company entered into an employment agreement (the
"Lynch  Agreement")  with  Mr. Lynch, who has served as the Company's  Executive
Vice President and Chief Financial  Officer  since August 1998.  Under the terms
of the Lynch Agreement, Mr. Lynch will continue  to serve in such capacity.  Mr.
Lynch received a base salary of $349,385 in 2007, and he is entitled to a twenty
percent (20%) increase in base salary each year. Additionally,  pursuant  to the
Lynch Agreement, Mr. Lynch is entitled to an annual performance bonus determined
at  the  discretion of the Board of Directors of the Company; provided, however,
that such  bonus  shall be no less than $50,000.  Mr. Lynch is also eligible for
other benefits customarily  provided  by the Company to its executive employees.
The Lynch Agreement contains noncompete  and  nondisclosure  provisions.  If Mr.
Lynch's  employment  is  terminated  (i)  by the Company or a succeeding  entity
without Cause (as defined in the Lynch Agreement)  or (ii) by Mr. Lynch for Good
Reason (as defined in the Lynch Agreement) within one year following a Change in
Control of the Company (as defined in the Lynch Agreement),  then  the   Company
shall  pay Mr. Lynch an amount equal to the greater of Mr. Lynch's current  base

                                       10


salary (x)  through  December  31, 2009 or (y) for period of twelve (12) months,
and Mr. Lynch will also be entitled  to receive payment for COBRA premiums.  The
Lynch Agreement expires on December 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

      The following table sets forth information  regarding  outstanding  equity
awards  held  by  each Named Executive Officer at fiscal year ended December 31,
2007.



---------------------------------------------------------------------------------------------
                         OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
---------------------------------------------------------------------------------------------
                                        OPTIONS AWARDS
---------------------------------------------------------------------------------------------
                   Number of Securities
                  Underlying Unexercised               Exercise        Option Expiration
     Name           Options Exercisable                  Price               Date
                                                                       
---------------------------------------------------------------------------------------------
Bradley Meier                       250,000                 $1.63                 5/7/08
---------------------------------------------------------------------------------------------
Bradley Meier                     1,500,000                 $1.06                1/15/10 (1)
---------------------------------------------------------------------------------------------
Bradley Meier                       250,000                 $1.06                1/15/10 (1)
---------------------------------------------------------------------------------------------
Bradley Meier                       150,000                 $1.10                1/26/10
---------------------------------------------------------------------------------------------
Bradley Meier                        20,000                 $0.70               12/12/10
---------------------------------------------------------------------------------------------
Bradley Meier                       325,000                 $0.70               12/12/10
---------------------------------------------------------------------------------------------
Bradley Meier                       150,000                 $0.60               12/21/11
---------------------------------------------------------------------------------------------
Bradley Meier                       700,000                 $6.50                7/12/12
---------------------------------------------------------------------------------------------
Bradley Meier                     1,000,000                 $0.06                 3/4/14
---------------------------------------------------------------------------------------------
James Lynch                          25,000                 $1.10                1/26/10
---------------------------------------------------------------------------------------------
James Lynch                          15,000                 $0.70               12/12/10
---------------------------------------------------------------------------------------------
James Lynch                         100,000                 $0.50               12/21/11
---------------------------------------------------------------------------------------------
James Lynch                          35,000                 $6.50                7/12/12
---------------------------------------------------------------------------------------------
James Lynch                          25,000                 $3.80                2/14/12
---------------------------------------------------------------------------------------------
Sean Downes                          15,000                 $1.10                1/26/10
---------------------------------------------------------------------------------------------
Sean Downes                         100,000                 $0.50               12/21/11
---------------------------------------------------------------------------------------------
Sean Downes                         350,000                 $3.80                2/14/12
---------------------------------------------------------------------------------------------
Sean Downes                         700,000                 $6.50                7/12/12
---------------------------------------------------------------------------------------------



(1)  Expires on earlier of January 15, 2010 or a Change in Control of the
Company, as defined in the Option Agreement between Mr. Meier and the Company.

              STOCK OWNED BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS

      The close of business on March 31, 2008 has been fixed by the Board as the
Record Date for determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting.   The  number of shares of voting stock held as of March
31, 2008 by each holder of more  than  5% of the outstanding voting stock of the
Company,  each  director  of  the Company, each  nominee  for  reelection  as  a
director, each executive officer named in the Summary Compensation Table on page
11 of this Proxy Statement and  all  directors  and  executive  officers  of the
Company as a group is set forth below.

                                       11


SERIES M PREFERRED STOCK OWNED BY MANAGEMENT

      As of March 31, 2008, directors and named executive officers, individually
and as a group, beneficially owned Series M Preferred Stock as follows:



Name and Address of             Amount and Nature of
Beneficial Owner (1)            Beneficial Ownership                      Percent of Class
--------------------            --------------------                      ----------------
                                                                          
Bradley I. Meier*(2)                  48,890                                    48.0%
Norman M. Meier* (3)                  53,000                                    52.0%
Officers and directors as a
group                                 86,890                                    98.0%
(2 persons) (4)

*     Director

(1)   Unless otherwise indicated, the Company believes that each person has sole
      voting  and  investment  rights  with  respect  to  the shares of Series M
      Preferred  Stock  of  the  Company  specified opposite his  name.   Unless
      otherwise  indicated,  the mailing address  of  each  shareholder  is  c/o
      Universal Insurance Holdings,  Inc.,  1110 W. Commercial Blvd., Suite 100,
      Fort Lauderdale, FL 33309.

(2)   Consists of (i) 33,890 shares of Series  M Preferred Stock and (ii) 15,000
      shares of Series M Preferred Stock beneficially  owned by Belmer Partners,
      a dissolved Florida General Partnership ("Belmer"), of which Mr. Meier was
      a  general partner. (See the section entitled "Series  M  Preferred  Stock
      Held  By  Others"  for  a  discussion  of Belmer.)  Excludes all shares of
      Series M Preferred Stock owned by Norman M. Meier and Phylis R. Meier, Mr.
      Meier's father and mother, respectively,  as  to which Mr. Meier disclaims
      beneficial ownership.

(3)   Consists of (i) 38,000 shares of Series M Preferred  Stock and (ii) 15,000
      shares of Series M Preferred Stock beneficially owned  by Belmer, of which
      Mr.  Meier  was  a  general  partner.   Excludes  all shares of  Series  M
      Preferred Stock owned by Bradley I. Meier and Phylis R. Meier, Mr. Meier's
      son  and  former  spouse,  respectively, as to which Mr.  Meier  disclaims
      beneficial ownership.

(4)   See footnotes (1) - (3) above.



SERIES A PREFERRED STOCK OWNED BY MANAGEMENT

      As of March 31, 2008, directors and named executive officers, individually
and as a group, beneficially owned Series A Preferred Stock as follows:

NAME AND ADDRESS OF           AMOUNT AND NATURE OF             PERCENT OF CLASS
BENEFICIAL OWNER (1)          BENEFICIAL OWNERSHIP


Norman M. Meier* (2)                  9,975                             20%
Officers and directors as a           9,975                             20%
group (1 person) (3)


                                       12


*     Director

(1)   Unless otherwise indicated, the Company believes that each person has sole
      voting and investment rights  with  respect  to  the  shares  of  Series M
      Preferred  Stock  of  the  Company  specified  opposite  his name.  Unless
      otherwise  indicated,  the  mailing  address  of each shareholder  is  c/o
      Universal Insurance Holdings, Inc., 1110 W.  Commercial  Blvd., Suite 100,
      Fort Lauderdale, FL 33309.

(2)   Consists of 9,975 shares of Series A Preferred Stock beneficially owned by
      Belmer, of which Mr. Meier was a general partner.  Excludes  all shares of
      Series  A  Preferred  Stock  owned by Phylis R. Meier, Mr. Meier's  former
      spouse, as to which Mr. Meier disclaims beneficial ownership.

(3)   See footnotes (1) - (2) above.

COMMON STOCK OWNED BY MANAGEMENT

      As of March 31, 2008, directors and Named Executive Officers, individually
and as a group, beneficially owned Common Stock as follows:



NAME AND ADDRESS OF BENEFICIAL OWNER(1)      AMOUNT AND NATURE OF BENEFICIAL
                                                OWNERSHIP(2)                       PERCENT OF CLASS
                                                                                 
Bradley I. Meier (3)                                    20,781,106                     52.1%
Sean P. Downes (4)                                       3,437,490                      8.6%
Norman M. Meier (5)                                        443,666                      1.1%
Reed J. Slogoff (6)                                        282,447                      0.7%
Joel M. Wilentz (7)                                        344,447                      0.9%
James M. Lynch (8)                                         232,925                      0.6%
Ozzie A. Schindler (9)                                      70,000                      0.2%
Officers and directors as a group (7 people) (10)       25,247,634                     63.3%



 (1)  Unless otherwise indicated, the Company believes that each person has sole
      voting and investment rights with respect to the shares of Common Stock of
      the Company specified opposite  his name.  Unless otherwise indicated, the
      mailing address of each shareholder  is  c/o Universal Insurance Holdings,
      Inc., 1110 West Commercial Boulevard, Suite  100, Fort Lauderdale, Florida
      33309.

(2)   A person is deemed to be the beneficial owner  of Common Stock that can be
      acquired  by  such  person  within  60 days of the date  hereof  upon  the
      exercise of warrants or stock options  or conversion of Series A Preferred
      Stock, Series M Preferred Stock or convertible  debt.  Except as otherwise
      specified, each beneficial owner's percentage ownership  is  determined by
      assuming that warrants, stock options, Series A Preferred Stock,  Series M
      Preferred Stock and convertible debt that is held by such person (but  not

                                       13


      those  held  by  any other person) and that are exercisable or convertible
      within 60 days from the date hereof, have been exercised or converted.

(3)   Includes (i) options  to  purchase  an  aggregate  of  4,345,000 shares of
      Common Stock; (ii) 169,450 shares of Common Stock issuable upon conversion
      of  Series  M  Preferred  Stock; (iii) an aggregate of 228,728  shares  of
      Common Stock issuable upon  conversion  of Series A and Series M Preferred
      Stock  beneficially owned by Belmer, of which  Mr.  Meier  was  a  general
      partner;  and  (iv) the following shares of Common Stock which are subject
      to proxies granting voting power to Mr. Meier: (A) 333,792 shares owned by
      Phylis Meier, Mr.  Meier's  mother,  (B)  666,540  shares  owned by Norman
      Meier, Mr. Meier's father; (C) an additional 17,900 shares over  which Mr.
      Meier  has  voting  power;  and  (D)  options  to purchase an aggregate of
      650,000 shares of Common Stock owned by Norman Meier,  Mr. Meier's father,
      which are subject to a proxy granting voting power to Mr. Meier.

(4)   Includes  options  to  purchase an aggregate of 700,000 shares  of  Common
      Stock.

(5)   Includes (i) 214,938 shares  of  Common  Stock issuable upon conversion of
      Series A and Series M Preferred Stock, and  (ii)  an  aggregate of 228,728
      shares of Common Stock issuable upon conversion of Series  A  and Series M
      Preferred Stock beneficially owned by Belmer, of which Norman Meier  was a
      general partner. Excludes (i) all securities owned by Bradley I. Meier  or
      Phylis  Meier,  Norman  Meier's son and former spouse, respectively, as to
      which Norman Meier disclaims beneficial ownership, and (ii) all securities
      owned by Norman Meier for  which  Norman Meier has granted voting power to
      his son, Bradley Meier.

(6)   Includes options to purchase an aggregate  of  134,000  shares  of  Common
      Stock,  of  which 50,000 are held in a custodial account for Mr. Slogoff's
      minor son.

(7)   Includes options  to  purchase  an  aggregate  of 175,000 shares of Common
      Stock.

(8)   Includes  options  to  purchase an aggregate of 35,000  shares  of  Common
      Stock.

(9)   Consists of an option to purchase 70,000 shares of Common Stock.

(10)  See footnotes (1) - (9) above.

SERIES M PREFERRED STOCK HELD BY OTHERS

      As of March 31, 2008, the following table sets forth information regarding
the number and percentage of Series M Preferred Stock held by all persons, other
than those persons listed immediately  above,  who  are  known by the Company to
beneficially own or exercise voting or dispositive control  over  5%  or more of
the Company's outstanding Series M Preferred Stock:

                                         AMOUNT AND NATURE OF
NAME AND ADDRESS(1)                      BENEFICIAL OWNERSHIP   PERCENT OF CLASS
----------------                         --------------------   ----------------
Phylis R. Meier (2)                           16,800                   18.9%
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard

                                       14


Fort Lauderdale, Florida 33309

Belmer Partners (3)                           15,000                   16.9%
c/o Phylis R. Meier
Managing General Partner
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309


(1)   Unless otherwise indicated, the Company believes that each person has sole
      voting  and  investment  rights  with  respect  to the shares of Series  M
      Preferred Stock specified opposite her or its name.

(2)   Consists of (i) 1,800 shares of Series M Preferred  Stock  and (ii) 15,000
      shares of Series M Preferred Stock beneficially owned by Belmer,  of which
      Ms. Meier is the managing general partner.  Excludes all securities  owned
      by  Bradley  I.  Meier  and  Norman  M.  Meier, the son and former spouse,
      respectively, as to which Ms. Meier disclaims beneficial ownership.

(3)   Belmer was a Florida general partnership that  was  dissolved effective as
      of  May 31, 2007.  Phylis R. Meier was the managing general  partner,  and
      Bradley I. Meier, Norman M. Meier, Eric Meier and Lynda Meier were general
      partners, of Belmer. The 15,000 shares of the Company's Series M Preferred
      Stock  beneficially  owned by Belmer are currently being held by Phylis R.
      Meier in constructive  trust for Phylis R. Meier, Bradley I. Meier, Norman
      M. Meier, Eric Meier and  Lynda  Meier,  the  former  general  partners of
      Belmer, until such shares are distributed to them.

SERIES A PREFERRED STOCK HELD BY OTHERS

      As of March 31, 2008, the following table sets forth information regarding
the number and percentage of Series A Preferred Stock held by all persons, other
than  those  persons  listed immediately above, who are known by the Company  to
beneficially own or exercise  voting  or  dispositive control over 5% or more of
the Company's outstanding Series A Preferred Stock:


                                         AMOUNT AND NATURE OF
NAME AND ADDRESS(1)                      BENEFICIAL OWNERSHIP   PERCENT OF CLASS
----------------                         --------------------   ----------------
Phylis R. Meier (2)                           9,975                    20.0%
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309

Belmer Partners (3)                          30,000                    60.0%
c/o Phylis R. Meier
Managing General Partner
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309



                                       15


(1)   Unless otherwise indicated, the Company believes that each person has sole
      voting  and investment rights with respect  to  the  shares  of  Series  A
      Preferred Stock specified opposite her or its name.

(2)   Consists  of  9,975 shares of Series A Preferred Stock beneficially owned.
      Excludes all shares  of Series A Preferred Stock owned by Norman M. Meier,
      Ms. Meier's former spouse,  as  to  which  Ms.  Meier disclaims beneficial
      ownership.

(3)   Belmer was a Florida general partnership that was  dissolved  effective as
      of  May  31, 2007.  Phylis R. Meier was the managing general partner,  and
      Bradley I. Meier, Norman M. Meier, Eric Meier and Lynda Meier were general
      partners, of Belmer. The 30,000 shares of the Company's Series A Preferred
      Stock beneficially  owned  by Belmer are currently being held by Phylis R.
      Meier in constructive trust  for Phylis R. Meier, Bradley I. Meier, Norman
      M. Meier, Eric Meier and Lynda  Meier,  the  former  general  partners  of
      Belmer, until such shares are distributed to them.

COMMON STOCK HELD BY OTHERS

      As of March 31, 2008, the following table sets forth information regarding
the  number and percentage of Common Stock held by all persons, other than those
persons  listed  immediately above, who are known by the Company to beneficially
own or exercise voting  or  dispositive control over 5% or more of the Company's
outstanding Common Stock:


                                         AMOUNT AND NATURE OF
NAME AND ADDRESS(1)                      BENEFICIAL OWNERSHIP   PERCENT OF CLASS
----------------                         --------------------   ----------------
Martin Steinberg, Esq., as the
receiver for Lancer Offshore Inc.(2)          3,926,235                9.7%
c/o David E. Wells, Esq.
Hunton & Williams LLP
1111 Brickell Avenue,
Suite 2500
Miami, FL 33131

Invesco Ltd. (3)                              2,950,555                7.4%
1360 Peachtree Street NE
Atlanta, GA 30309


 (1)  A person is deemed to be  the beneficial owner of Common Stock that can be
      acquired by such person within  60  days  of  the  date  hereof  upon  the
      exercise of warrants or stock options or conversion of Series A and Series
      M Preferred Stock or convertible debt. Except as otherwise specified, each
      beneficial  owner's  percentage  ownership  is determined by assuming that
      warrants,  stock  options,  Series  A and Series  M  Preferred  Stock  and
      convertible debt that are held by such a person (but not those held by any
      other  person) and that are exercisable  within  60  days  from  the  date
      hereof, have been exercised or converted.


                                       16


(2)   Consists  of 3,926,235 shares of Common Stock as indicated on stockholders
      list as of the Record Date obtained from stock transfer agent.

(3)   Based on information  contained  in  a report on Schedule 13G that Invesco
      Ltd. filed with the SEC, which contained  information  as  of December 31,
      2007.   According  to  such  filing, Invesco Ltd. through its subsidiaries
      provides investment management  services  to  institutional and individual
      investors.

            APPROVAL OF FORMULA USED TO CALCULATE PERFORMANCE BONUS
                                  (PROPOSAL 2)

      The Company believes that linking the compensation  of  key  employees  to
corporate  performance  increases  employee  motivation  to  improve shareholder
value.   Thus,  the  employee's  reward  is  directly  related to the  Company's
success. The purposes of the performance-based bonuses for  key  employees is to
motivate  the  employees  to  improve shareholder value by linking a portion  of
their  cash compensation to the  Company's  financial  performance,  reward  key
employees for improving the Company's financial performance and help attract and
retain key employees.

      The  Company  is seeking shareholder approval of the material terms of the
performance goals under which an annual performance-based bonus is to be paid to
Jon W. Springer, the  Executive  Vice  President  and  a  key  employee  of  the
Company's  wholly owned subsidiary, Blue Atlantic Reinsurance Corporation ("Blue
Atlantic").   The  material terms of the performance goals related to this bonus
arrangement  are  set  forth  in  an  amendment  to  Mr.  Springer's  employment
agreement.  The following  summary of this bonus arrangement is qualified in its
entirety by reference to the  provisions  of  the  arrangement  contained in the
amendment to the employment agreement of Mr. Springer, which is attached to this
Proxy Statement as Appendix A.

      The  Company's  wholly  owned  subsidiary,  Universal Risk Advisors,  Inc.
("URA"), entered into an Employment Agreement with  Mr.  Springer  on  June  15,
2006.  URA  and Mr. Springer amended such agreement on March 14, 2007.  On March
28, 2008, Blue  Atlantic  assumed  such agreement ("Springer Agreement").  Under
the terms of the Springer Agreement,  Mr. Springer will serve as Blue Atlantic's
Executive Vice President.  Mr. Springer  received  a  base salary of $480,000 in
2007, and he is entitled to a twenty percent (20%) increase  in base salary each
year.  Mr. Springer is also eligible for other benefits customarily  provided by
the Company's subsidiaries to key employees, and the Springer Agreement contains
noncompete  and  nondisclosure  provisions.   The Springer Agreement expires  on
December 31, 2009; however, if Mr. Springer remains employed by Blue Atlantic as
of December 31, 2009, the parties may enter into a new employment agreement.  In
the event that within a year of a Change of Control  (as defined in the Springer
Agreement),  Blue  Atlantic or a succeeding entity (a) terminates  Mr.  Springer
without Cause (as defined  in  the  Springer  Agreement)  or  (b)  Mr.  Springer
terminates   his  employment  for  Good  Reason  (as  defined  in  the  Springer
Agreement), Blue  Atlantic  or  the succeeding entity shall pay Mr. Springer (1)
his unpaid base salary accrued up  to the effective date of the termination, (2)
the prorated share of his bonus, (3)  a lump sum payment equal to the greater of
(i) his then-current base salary through  December  31,  2009  or (ii) his then-
current  base  salary  for  a  period of twelve (12) months, and (4)  his  COBRA
premiums for a specified period of time.


                                       17


      Additionally, pursuant to the Springer Agreement, Mr. Springer is entitled
to receive an annual performance  bonus  ("Springer Performance Bonus") equal to
the greater of (A) One Hundred Thousand Dollars  ($100,000)  or (B) one and one-
half  percent  (1.5%) of the Company's after tax calendar year profit,  for  the
calendar years 2007,  2008,  and  2009.  The bonus is computed as at December 31
for each fiscal year and must be paid  by  December 31 of the year following the
year in which it is earned.

      The Board unanimously approved the formula  used to calculate the Springer
Performance  Bonus,  and  the Compensation Committee of  the  Board  unanimously
confirmed its approval of the  Springer  Performance  Bonus  for the 2007 fiscal
year  as recently as March 26, 2008.  The Benefits Table below  sets  forth  the
amount  of  the  Springer  Performance  Bonus  determined  for  the  most recent
completed fiscal year of the Company, of which $400,000 has been paid and is not
subject  to shareholder approval and of which $432,762 has not been paid and  is
contingent on the Company obtaining shareholder approval of the performance goal
under Mr.  Springer's employment agreement.  Similarly, the Springer Performance
Bonus for fiscal years after 2007 is contingent on shareholder approval and will
not be payable  if  shareholder  approval  is  not  obtained.   Accordingly, the
Company  hereby  seeks  approval of the use of the Company's after tax  calendar
year profit as the performance  goal applicable to the remainder of the Springer
Performance Bonus payable for 2007,  as  well  as the Springer Performance Bonus
for fiscal years thereafter.

      Upon  completion of each fiscal year, the Compensation  Committee  of  the
Board will certify in writing prior to payment of the Springer Performance Bonus
that the applicable  performance  objective  has  been attained and the bonus is
payable.  With respect to Compensation Committee certification, approved minutes
of the meeting in which the certification is made will  be  treated  as  written
certification.

      The  Company  and  Mr.  Springer may agree to amend or terminate the bonus
arrangement at any time by entering  into a written amendment or modification of
the applicable employment agreement.

      Under Section 162(m) of the Internal Revenue Code of 1986, as amended, the
federal income tax deductibility of compensation  paid  to  Mr.  Springer may be
limited to the extent that it exceeds $1.0 million in any one year.  The Company
can   deduct   compensation  in  excess  of  that  amount  if  it  qualifies  as
"performance-based   compensation"  under  Section  162(m).   For  the  Springer
Performance  Bonus  to  qualify   as   "performance-based   compensation,"   the
performance-based formula used to determine it must be approved by the Company's
shareholders.   The Springer Performance Bonus is intended to permit the Company
to   pay  incentive   compensation   which   qualifies   as   "performance-based
compensation,"  thereby  permitting  the Company to receive a federal income tax
deduction for the payment of this incentive compensation.


                                       18


                                  NEW BENEFITS

      The following table sets forth the total amount that would be payable with
respect to the Springer Performance Bonus for fiscal year 2007, in the event
shareholder approval of the performance goal is obtained:

 NAME AND PRINCIPAL POSITION                      DOLLAR VALUE ($)

 Jon W. Springer
 Executive Vice President of Blue Atlantic               $832,762 (1)



(1) $400,000 of which has already been paid and is not subject to shareholder
approval.

      Approval of the performance goal  applicable  to  the Springer Performance
Bonus requires the affirmative vote of at least a majority in voting interest of
the shareholders present in person or by proxy and voting at the Annual Meeting,
assuming  the  presence  of a quorum.  If the shareholders do  not  approve  the
performance goal, the remainder  of  the Springer Performance Bonus for 2007 and
for future fiscal years will not be payable,  but the Company reserves the right
to pay such other compensation and approve other  plans  and  arrangements as it
deems appropriate and in the best interests of the Company and its shareholders.

      THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL  TO  APPROVE  THE
SPRINGER PERFORMANCE BONUS.



          APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                  (PROPOSAL 3)

      The  Audit Committee recommended and the Board approved the appointment of
the accounting firm Blackman Kallick LLP as the Company's independent registered
public accounting  firm  for  the  fiscal  year  2008,  subject  to  shareholder
ratification.   Blackman  Kallick LLP audited the Company's financial statements
for the fiscal years ended December 31, 2004, 2005, 2006 and 2007.

AUDIT FEES

      Audit fees for the fiscal  years  ended December 31, 2007 and December 31,
2006 were $341,000 and $260,000, respectively.

AUDIT RELATED FEES

      Audit  related  fees for the fiscal years  ended  December  31,  2007  and
December 31, 2006 were $28,000 and $0, respectively.


                                       19


TAX FEES

      Tax fees for the  fiscal  years  ended  December 31, 2007 and December 31,
2006 were $37,000 and $33,500, respectively.

ALL OTHER FEES

      All  other  fees  for  products and services  provided  by  the  Company's
principal accountant for the fiscal  years  ended December 31, 2007 and December
31, 2006 were $0.

POLICY  ON  AUDIT  COMMITTEE  PRE-APPROVAL OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF THE INDEPENDENT AUDITOR

      All audit related services were pre-approved by the Audit Committee, which
concluded that the provision of  such  services  by  Blackman  Kallick  LLP  was
compatible  with  the  maintenance of that firm's independence in the conduct of
its auditing functions.   The  Board has appointed Blackman Kallick LLP to serve
as the Company's independent registered  public  accounting  firm for the fiscal
year ending December 31, 2008.  Representatives of Blackman Kallick  LLP will be
available at the Annual Meeting where they will have the opportunity to  make  a
statement if they desire to do so and where they will be available to respond to
any appropriate questions.

      THE  BOARD  UNANIMOUSLY  RECOMMENDS  A  VOTE  FOR  THE RATIFICATION OF THE
APPOINTMENT  OF  BLACKMAN  KALLICK  LLP AS THE COMPANY'S INDEPENDENT  REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2008.

                                 ANNUAL REPORT

      A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB/A,  WITHOUT EXHIBITS,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007  ACCOMPANIES  THIS PROXY  STATEMENT.
UPON  WRITTEN  REQUEST,  THE COMPANY WILL  PROVIDE TO ANY  SHAREHOLDER,  FREE OF
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB/A, WITHOUT EXHIBITS, AS FILED
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.  REQUESTS  FOR  COPIES  OF THE
COMPANY'S  ANNUAL REPORT ON FORM 10-KSB/A  SHOULD BE DIRECTED TO JAMES M. LYNCH,
UNIVERSAL INSURANCE HOLDINGS,  INC., 1110 WEST COMMERCIAL BOULEVARD,  SUITE 100,
FORT LAUDERDALE, FLORIDA 33309.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a)  of  the  Exchange  Act  requires  the Company's directors,
executive officers, and persons who own more than 10% of  the  Company's  Common
Stock  to  file initial reports of ownership and reports of changes in ownership
with the SEC.   Directors,  executive officers and greater than 10% shareholders
(collectively, "Reporting Persons")  are  required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

      Based solely on the review of copies  of  Forms 3, 4 and 5 provided to the
Company  and  written  representations  by the Reporting  Persons,  the  Company

                                       20


believes that, for the year ended December  31,  2007,  all Section 16(a) filing
requirements applicable to the Reporting Persons were met.

                             SHAREHOLDER PROPOSALS

      Proposals of shareholders intended to be presented  at  the Company's 2009
annual  meeting of shareholders must be received by the Company  no  later  than
December  10,  2008  to  be  considered  for  inclusion  in  the Company's proxy
statement and form of proxy relating to such meeting.  Shareholders  wishing  to
submit  a proposal at the 2009 annual meeting of shareholders that do not intend
to include  the  proposal in the Company's proxy statement for that meeting must
provide appropriate notice to the Company by February 11, 2009.

                                 OTHER MATTERS

      The Company  knows of no business that will be presented for action at the
Annual Meeting other than those matters referred to herein.  If other matters do
come before the meeting,  the  persons  named  as  proxies  will  act  and  vote
according to their best judgment on behalf of the shareholders they represent.


                                     BY ORDER OF THE BOARD OF DIRECTORS


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

Dated:  April 14, 2008


                                       21


                                   APPENDIX A

                                  AMENDMENT TO
                    EMPLOYMENT AGREEMENT OF JON W. SPRINGER


            THIS  AMENDMENT  is  made  and  entered into this 28th day of March,
2008, by and between Blue Atlantic Reinsurance  Company  (the "Company") and Jon
W. Springer ("Executive").

            WHEREAS, Universal Risk Advisors, Inc. ("URA") and Executive entered
into an Employment Agreement effective as of June 15, 2006,  as  amended  by the
Joint  Unanimous  Written Consent of the Compensation Committee of the Board  of
Directors of Universal  Insurance  Holdings,  Inc.  ("UIH")  and  the  Board  of
Directors of URA dated March 14, 2007 (collectively, the "Agreement");

            WHEREAS,  pursuant  to  the Assumption and Novation Agreement, dated
March 28, 2008, by and among the Company,  Executive,  URA and UIH as guarantor,
the Company assumed the Agreement;

            WHEREAS,  the  Company  and  Executive  desire  to   modify  certain
provisions of the Agreement; and

            WHEREAS,  capitalized  terms  not  defined  herein  shall  have  the
meanings set forth in the Agreement.

            NOW,  THEREFORE,  the  parties  hereto intending to be legally bound
hereby  and  upon  receipt  of  other valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, do hereby agree as follows:

      1.    Section 3(b) of the Agreement  is  hereby  amended  to  read  in its
entirety as follows:

      "BONUS.   During  the  Term,  in  addition  to  the Base Salary, the
      Executive shall receive a bonus of (i) One Hundred  Thousand Dollars
      ($100,000) for the period commencing with the Start Date  and ending
      on December 31, 2006 and (ii) thereafter, an annualized bonus  equal
      to  the  greater of (A) One Hundred Thousand Dollars $100,000 or (B)
      one and one-half  percent  (1.5%)  of  the  after  tax calendar year
      profit  of  Universal  Insurance  Holdings,  Inc. ("UIH"),  for  the
      calendar  years  2007,  2008,  and 2009, as applicable.   The  bonus
      payment due and owing under Section  3(b)(i)  and an amount equal to
      One  Hundred  Thousand  Dollars  ($100,000) to be paid  pursuant  to
      3(b)(ii)(A)  shall  be  paid to the Executive  within  fifteen  (15)
      calendar days after the end  of  the  applicable  bonus  year.   Any
      additional   bonus  payments  due  and  owing  pursuant  to  Section
      3(b)(ii)(B) shall  be  paid  to  the  Executive  within fifteen (15)
      calendar days after the Company's year end financial statements have
      been  calculated  for the applicable bonus year; PROVIDED,  HOWEVER,
      that  in no event shall  any  bonus  due  and  owing  under  Section
      3(b)(ii)(B) be paid to Executive later than December 31 of the  year


                                       A-1


      following  the  year in which it was earned; provided, further, that
      the payment of any  bonus  pursuant  to Section 3(b)(ii)(B) shall be
      contingent  upon  the  Company's shareholders  approving  the  bonus
      formula described in Section  3(b)(ii)(B),  and should the Company's
      shareholders fail to approve the bonus formula  described in Section
      3(b)(ii)(B),  Executive  shall  forfeit  his  right  to  such  bonus
      compensation under Section 3(b)(ii)(B).  The "bonus year"  shall  be
      based  on the calendar year.  Executive shall be entitled to payment
      for any  earned  bonus  even if he is not employed by the Company on
      the payment date.  Additionally,  notwithstanding anything herein to
      the contrary, if the Executive's employment  is  terminated  by  his
      death,  by the Company without Cause, or if the Executive terminates
      his employment  for Good Reason, the Company shall pay the Executive
      (or his legal representatives  in  the case of his death) a prorated
      share  (January 1 to Executive's last  day  of  employment)  of  his
      annualized bonus.

      2.    Except  as expressly amended herein, the terms and conditions of the
Agreement are hereby ratified and affirmed.



            WITNESS the due execution hereof as of the date first above written.


                                     BLUE ATLANTIC REINSURANCE
CORPORATION


                                     /s/ Bradley I. Meier
                                     -------------------------------------

                                     Title: President/Director
                                            ------------------------------



                                     /s/ Jon W. Springer
                                     -------------------------------------
                                     Jon W. Springer




                                       A-2


            REVOCABLE PROXY FOR HOLDERS OF SERIES M PREFERRED STOCK

                       UNIVERSAL INSURANCE HOLDINGS, INC.
                 ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2008
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints James M. Lynch, with full power of substitution,
as  the  lawful  proxy of the undersigned and hereby authorizes him to represent
and to vote as designated  below  all  shares  of  Series  M  preferred stock of
Universal  Insurance  Holdings, Inc. ("Company") that the undersigned  would  be
entitled to vote if personally  present at the Annual Meeting of Shareholders of
the Company to be held on May 16,  2008  at  the  Westin  Fort  Lauderdale,  400
Corporate Drive, Fort Lauderdale, Florida 33334, and at any adjournment thereof.
Holders of Series M preferred stock are entitled to one vote per share.

1. Proposal  1:  Election of six directors for a term ending in 2009.  Nominees:
   Bradley I.  Meier,  Norman M. Meier, Sean P. Downes, Ozzie A. Schindler, Reed
   J. Slogoff and Joel M. Wilentz.

       FOR  [ ]                                 WITHHELD  [ ]
       (all nominees except as marked below)

    ____________________________________________________________________________
       (Instruction: To withhold authority to vote for any individual
       nominee(s), write the name(s) of the nominee(s) on the line above.)

2.  Proposal 2: Approval of the formula used to calculate the performance  bonus
    in the amended  employment  agreement of the Executive Vice President of the
    Company's wholly owned subsidiary, Blue Atlantic Reinsurance Corporation.

       FOR  [ ]                  AGAINST [ ]             ABSTAIN [ ]

3.  Proposal  3:  Ratification  of the  appointment  of  Blackman  Kallick  LLP,
    independent  registered  public  accounting  firm,  as the  auditors  of the
    Company for the year ending December 31, 2008.

       FOR  [ ]                  AGAINST [ ]             ABSTAIN [ ]

4.  In the  discretion  of such  proxy,  to transact  any other  business as may
    properly come before the annual meeting or any adjournment thereof.

This proxy, when properly executed, will be voted in the  manner directed herein
by the undersigned shareholder.  IF NO DIRECTION IS GIVEN,  THIS  PROXY  WILL BE
VOTED FOR THE MATTERS LISTED ABOVE.

Whether  or  not  you  plan  to attend the meeting, you are urged to execute and
return this proxy, which may be revoked at any time prior to its use.

                                 Change of Address or Comments Mark Here  [  ]

                                 Please  sign your name  exactly  as it  appears
                                 hereon.  When  signing as  attorney,  executor,
                                 administrator, trustee or guardian, please give
                                 full title as such.  If a  corporation,  please
                                 sign in full  corporate  name by  President  or
                                 other  authorized  officer.  If a  partnership,
                                 please sign in  partnership  name by authorized
                                 person.

Date ______, 2008                ________________________________________
                                 Signature of Shareholder
                                 ________________________________________
                                 Signature of Additional Shareholder(s)




    REVOCABLE PROXY FOR HOLDERS OF SERIES A PREFERRED STOCK AND COMMON STOCK

                       UNIVERSAL INSURANCE HOLDINGS, INC.
                 ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2008
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The  undersigned  hereby  appoints  James  M.  Lynch,  with  full  power  of
substitution,  as  the lawful proxy of the undersigned and hereby authorizes him
to represent and to  vote  as  designated below all shares of Series A preferred
stock  and all shares of common stock  of  Universal  Insurance  Holdings,  Inc.
("Company") that the undersigned would be entitled to vote if personally present
at the Annual  Meeting of Shareholders of the Company to be held on May 16, 2008
at the Westin Fort  Lauderdale,  400  Corporate  Drive, Fort Lauderdale, Florida
33334, and at any adjournment thereof.  Holders of  Series A preferred stock and
common stock are entitled to one vote per share.

1.  Proposal 1: Election of four directors for a term ending in 2009.  Nominees:
    Sean P. Downes, Ozzie A. Schindler, Reed J. Slogoff and Joel M. Wilentz.

       FOR  [ ]                                 WITHHELD  [ ]
       (all nominees except as marked below)

    ____________________________________________________________________________
       (Instruction:   To  withhold  authority  to  vote  for   any   individual
       nominee(s), write the name(s) of the nominee(s) on the line above.)

2.  Proposal 2: Approval of the formula used to calculate the performance  bonus
    in the amended  employment  agreement of the Executive Vice President of the
    Company's wholly owned subsidiary, Blue Atlantic Reinsurance Corporation.

       FOR  [ ]                    AGAINST  [ ]           ABSTAIN [ ]

3.  Proposal  3:  Ratification  of the  appointment  of  Blackman  Kallick  LLP,
    independent  registered  public  accounting  firm,  as the  auditors  of the
    Company for the year ending December 31, 2008.

       FOR  [ ]                    AGAINST  [ ]           ABSTAIN [ ]

4.  In the  discretion  of such  proxy,  to transact  any other  business as may
    properly come before the annual meeting or any adjournment thereof.

This proxy, when properly  executed, will be voted in the manner directed herein
by the undersigned shareholder.   IF  NO  DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE MATTERS LISTED ABOVE.

Whether or not you plan to attend the meeting,  you  are  urged  to  execute and
return this proxy, which may be revoked at any time prior to its use.

                                 Change of Address or Comments Mark Here   [ ]

                                 Please  sign your name  exactly  as it  appears
                                 hereon.  When  signing as  attorney,  executor,
                                 administrator, trustee or guardian, please give
                                 full title as such.  If a  corporation,  please
                                 sign in full  corporate  name by  President  or
                                 other  authorized  officer.  If a  partnership,
                                 please sign in  partnership  name by authorized
                                 person.

Date: __________, 2008           _______________________________________
                                 Signature of Shareholder
                                 ________________________________________
                                 Signature of Additional Shareholder(s)