UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-20848

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0231984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1110 W. Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309

(Address of principal executive offices)

(954) 958-1200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ____ No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ro	Accelerated filer x
	Non-accelerated filer ro (Do not check if a smaller reporting company)	Smaller reporting company ro

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ___ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 39,166,033 shares of common stock, par value $0.01 per share, outstanding on ~~May~~August 4, 2010.

UNIVERSAL INSURANCE HOLDINGS, INC.

TABLE OF CONTENTS

Page No.

~~PART I: FINANCIAL INFORMATION~~

PART I: FINANCIAL INFORMATION

Item 1.1.	Financial Statements (Unaudited)

	Report of Independent Registered Public Accounting Firm	43

	Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2010 and December 31, 2009	54

	Condensed Consolidated Statements of Operations for the Six-Month and Three-Month Periods Ended ~~March 31,~~June 30, 2010 and 2009	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Six-Month and Three-Month Periods Ended June 30, 2010 and 2009	6

	Condensed Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows for the ~~Three-Month~~Six-Month Periods Ended ~~March 31,~~June 30, 2010 and 2009	7

	~~Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2010 and 2009~~	8

	Notes to Condensed Consolidated Financial Statements	98

Item 2. 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2730

Item 3. 3.	Quantitative and Qualitative Disclosures about Market Risk	4449

Item 4. 4.	Controls and Procedures	4650

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	4652

Item 1A. 1A.	Risk Factors	4652

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4752

Item 3.	Defaults Upon Senior Securities	4752

Item 4.	(Removed and Reserved)	4752

Item 5.	Other Information	4752

Item 6.	Exhibits	4752

Signatures		4954

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Universal Insurance Holdings, Inc. and Subsidiaries

Fort Lauderdale, Florida

We have reviewed the accompanying condensed consolidated balance sheet of Universal Insurance Holdings, Inc. and Subsidiaries as of ~~March 31,~~June 30, 2010 and the related condensed consolidated statements of operations for the six-month and three month periods ended June 30, 2010 and 2009 and cash flows for each of the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

/s/ Blackman Kallick LLP

Chicago, Illinois

~~May 10,~~August 9, 2010

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
March 31, December 31,
ASSETS 2010 2009
Cash and cash equivalents $ 228,541,314 $ 192,924,291
Investments
  Fixed maturities available for sale, at fair value 66,368,800 41,389,008
  Equity securities available for sale, at fair value 66,087,564 73,408,002
Real estate, net 3,293,582 3,289,893
Prepaid reinsurance premiums 221,022,592 200,294,241
Reinsurance recoverables 65,035,714 91,816,433
Premiums receivable, net 38,709,483 37,363,110
Receivable from securities 12,148,475 6,259,973
Other receivables 4,201,023 5,068,367
Income taxes recoverable 3,971,565 3,211,874
Property and equipment, net 1,256,876 1,245,858
Deferred policy acquisition costs, net 12,436,392 9,464,624
Deferred income taxes 12,046,948 11,894,289
Other assets 492,641 617,337
          Total assets $ 735,612,969 $ 678,247,300

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses $ 131,736,670 $ 127,197,753
Unearned premiums 298,317,010 278,370,544
Advance premium 23,357,329 17,078,558
Accounts payable 3,974,070 3,172,626
Bank overdraft 25,460,302 20,297,061
Reinsurance payable, net 89,208,479 73,104,595
Income taxes payable 479,563 368,968
Dividends payable 4,699,927 -
Other accrued expenses 19,468,916 20,750,385
Long-term debt 24,264,706 24,632,353
          Total liabilities 620,966,972 564,972,843

STOCKHOLDERS' EQUITY:
Cumulative convertible preferred stock, $.01 par value 1,077 1,087
     Authorized shares - 1,000,000
     Issued shares - 107,690 and 108,640
     Outstanding shares - 107,690 and 108,640
     Minimum liquidation preference - $287,240 and $288,190
Common stock, $.01 par value 408,772 402,146
     Authorized shares - 55,000,000
     Issued shares - 40,877,087 and 40,214,884
     Outstanding shares - 39,166,033 and 37,774,765
     Treasury shares, at cost - 1,711,054 and 1,809,119 shares (7,389,416 ) (7,948,606 )
Common stock held in trust, at cost 0 and 631,000 shares - (511,110 )
Additional paid-in capital 36,595,977 36,666,914
Accumulated other comprehensive (loss) income, net of taxes (2,672,839 ) 563,654
Retained earnings 87,702,426 84,100,372
          Total stockholders' equity 114,645,997 113,274,457
          Total liabilities and stockholders' equity $ 735,612,969 $ 678,247,300

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

	(Unaudited)
	June 30,			December 31,
ASSETS	2010			2009
Cash and cash equivalents	$	262,444,768		$	192,924,291
Investments
Fixed maturities available for sale, at fair value		60,447,710			41,389,008
Equity securities available for sale, at fair value		77,477,064			73,408,002
Real estate, net		4,335,589			3,289,893
Prepaid reinsurance premiums		233,086,613			200,294,241
Reinsurance recoverables		63,235,510			91,816,433
Premiums receivable, net		49,351,405			37,363,110
Receivable from securities		14,669,988			6,259,973
Other receivables		2,629,577			5,068,367
Income taxes recoverable		-			3,211,874
Property and equipment, net		1,197,645			1,245,858
Deferred policy acquisition costs, net		14,041,890			9,464,624
Deferred income taxes		12,853,266			11,894,289
Other assets		1,020,164			617,337
Total assets	$	796,791,189		$	678,247,300

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses	$	128,903,761		$	127,197,753
Unearned premiums		355,735,699			278,370,544
Advance premium		20,058,953			17,078,558
Accounts payable		4,822,714			3,172,626
Bank overdraft		22,573,228			20,297,061
Reinsurance payable, net		86,815,057			73,104,595
Income taxes payable		3,786,298			368,968
Dividend payable to shareholder		3,916,724			-
Payable for securities		3,821,527			-
Other accrued expenses		18,855,334			20,750,385
Long-term debt		23,897,059			24,632,353
Total liabilities		673,186,354			564,972,843

STOCKHOLDERS' EQUITY:
Cumulative convertible preferred stock, $.01 par value		1,077			1,087
Authorized shares - 1,000,000
Issued shares - 107,690 and 108,640
Outstanding shares - 107,690 and 108,640
Minimum liquidation preference - $287,240 and $288,190
Common stock, $.01 par value		408,772			402,146
Authorized shares - 55,000,000
Issued shares - 40,877,087 and 40,214,884
Outstanding shares - 39,166,033 and 37,774,765
Treasury shares, at cost - 1,711,054 and 1,809,119 shares		(7,389,416	)		(7,948,606	)
Common stock held in trust, at cost - 0 and 631,000 shares		-			(511,110	)
Additional paid-in capital		37,802,927			36,666,914
Accumulated other comprehensive (loss) income, net of taxes		(403,247	)		563,654
Retained earnings		93,184,722			84,100,372
Total stockholders' equity		123,604,835			113,274,457
Total liabilities and stockholders' equity	$	796,791,189		$	678,247,300

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six			For the Three
	Months Ended June 30,			Months Ended June 30,
	2010	2009		2010	2009
PREMIUMS EARNED AND OTHER REVENUES
Direct premiums written	$ 368,119,332	$ 301,984,289	$	208,019,687	$156,772,144
Ceded premiums written	(248,872,199)	(224,366,164)		(121,304,233)	(128,638,307)
Net premiums written	119,247,133	77,618,125		86,715,454	28,133,837
(Increase) decrease in net unearned premium	(44,572,783)	(2,483,735)		(45,354,667)	9,242,901
Premiums earned, net	74,674,350	75,134,390		41,360,787	37,376,738
Net investment income	310,571	798,482		117,619	461,774
Realized gains on investments	8,152,024	1,452,609		4,457,307	341,276
Foreign currency transaction gains	809,050	72,316		124,803	84,435
Other-than-temporary impairment of investments	(2,407,680)	-		-	-
Commission revenue	17,521,299	15,307,618		8,783,428	7,862,769
Other revenue	2,020,332	2,901,730		1,016,078	1,422,353

Total premiums earned and other revenues	101,079,946	95,667,145		55,860,022	47,549,345

OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses	48,486,605	44,926,823		24,834,893	24,506,159
General and administrative expenses	23,577,980	18,114,424		13,389,331	10,599,196

Total operating costs and expenses	72,064,585	63,041,247		38,224,224	35,105,355

INCOME BEFORE INCOME TAXES	29,015,361	32,625,898		17,635,798	12,443,990

Income taxes, current	11,656,144	8,949,654		8,171,931	367,037
Income taxes, deferred	(351,761)	3,599,856		(1,302,863)	4,438,395
Income taxes, net	11,304,383	12,549,510		6,869,068	4,805,432

NET INCOME	$ 17,710,978	$ 20,076,388	$	10,766,730	$ 7,638,558

Basic net income per common share	$ 0.45	$ 0.53	$	0.27	$ 0.20
Weighted average of common shares
outstanding - Basic	$ 39,028,976	$ 37,589,412	$	39,167,241	$ 37,617,174

Fully diluted net income per share	$ 0.44	$ 0.50	$	0.27	$ 0.19
Weighted average of common shares
outstanding - Diluted	$ 40,440,773	$ 40,225,815	$	40,445,975	$ 40,529,702

Cash dividend declared per common share	$ 0.22	$ 0.34	$	0.10	$ 0.12


	For the Six			For the Three
	Months Ended June 30,			Months Ended June 30,
	2010	2009		2010	2009
Comprehensive Income:
Net income	$ 17,710,978	$ 20,076,388	$	10,766,730	$ 7,638,558
Change in net unrealized (losses) gains on investments, net of tax	(966,901)	8,228,976		790,675	5,672,835

Comprehensive Income	$ 16,744,077	$ 28,305,364	$	11,557,405	$ 13,311,393

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~STOCKHOLDERS’ EQUITY

~~(Unaudited)~~FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (Unaudited)

For the Three
Months Ended March 31,
2010   2009
PREMIUMS EARNED AND OTHER REVENUES
     Direct premiums written $ 160,099,645 $ 145,212,145
     Ceded premiums written (127,567,966 ) (95,727,857
        Net premiums written 32,531,679 49,484,288
     Decrease (increase) in net unearned premium 781,884 (11,726,636
     Premiums earned, net 33,313,563 37,757,652
     Net investment income 192,953 324,589
     Realized gains on investments 3,694,717 1,111,333
     Foreign currency gains on investments 684,247 -
     Commission revenue 8,737,871 7,444,849
     Other revenue 1,004,253 1,479,377

Total premiums earned and other revenues 47,627,604 48,117,800

OPERATING COSTS AND EXPENSES
     Losses and loss adjustment expenses 23,651,712 20,420,664
     General and administrative expenses 10,377,818 7,515,228

        Total operating costs and expenses 34,029,530 27,935,892

INCOME BEFORE INCOME TAXES 13,598,074 20,181,908

     Income taxes, current 3,411,241 8,582,617
     Income taxes, deferred 1,879,864 (838,539
        Income taxes, net 5,291,105 7,744,078

NET INCOME $ 8,306,969 $ 12,437,830

Basic net income per common share $ 0.21 $ 0.33
Weighted average of common shares
     outstanding - Basic 38,889,176 37,561,341

Fully diluted net income per share $ 0.21 $ 0.31
Weighted average of common shares
     outstanding - Diluted 40,434,042 39,921,929

Cash dividend declared per common share $ 0.12 $ 0.22

For the Three
Months Ended March 31,
2010 2009
Comprehensive Income:
     Net income $ 8,306,969 $12,437,830
     Change in net unrealized (losses) gains on investments,
         net of tax (3,236,494 ) 2,556,141
Comprehensive Income $5,070,475 $14,993,971

	Common Shares			Preferred Stock Shares			Common Stock Amount			Preferred Stock Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Stock Held in Trust			Treasury Stock			Total Stockholders' Equity
Balance,
December 31, 2009		40,214,884			108,640		$	402,146		$	1,087		$	36,666,914		$	84,100,372		$	563,654		$	(511,110	)		(7,948,606	)		113,274,457

Issuance of common shares		1,900,206						19,002						1,858,078												(4,715,261	)		(2,838,181	)
Preferred stock
conversion		1,187			(950	)		12			(10	)		(2	)														-

Release of shares
from SGT														939,900									511,110			(2,328,859	)		(877,849	)

Retirement of treasury shares		(1,239,190	)					(12,388	)					(7,591,863	)											7,603,310			(941	)

Stock compensation
plans														1,453,006															1,453,006

Net income																	17,710,978												17,710,978

Excess tax benefits from stock-based compensation														4,020,789															4,020,789

Amortization of deferredcompensation														456,105															456,105

Declaration of dividends																	(8,626,628	)											(8,626,628	)

Change in net unrealized loss on invest., net of tax effect of $(607,216)																				(966,901	)								(966,901	)

Balance,
June 30, 2010		40,877,087			107,690		$	408,772		$	1,077		$	37,802,927		$	93,184,722		$	(403,247	)	$	-		$	(7,389,416	)	$	123,604,835

	For the Six Months Ended June 30, 2009
Balance,
December 31, 2008		40,158,019			138,640		$	401,578		$	1,387		$	33,587,414		$	75,654,070		$	24,834		$	(733,860	)	$	(7,381,768	)	$	101,553,655

Preferred stock
conversion		75,000			(30,000	)		750			(300	)		(450	)														-

Stock compensation
plans														1,306,591															1,306,591

Net income																	20,076,388												20,076,388

Amortization of deferred
compensation														325,989															325,989

Declaration of dividends																	(12,799,814	)											(12,799,814	)

Change in net unrealized gains on invest., net of tax effect of $1,595,467																				8,228,976									8,228,976

Balance,
June 30, 2009		40,233,019			108,640		$	402,328		$	1,087		$	35,219,544		$	82,930,644		$	8,253,810		$	(733,860	)	$	(7,381,768	)	$	118,691,785

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009~~CASH FLOWS

(Unaudited)

For the Three Months Ended March 31, 2010
Common Shares Preferred Stock Shares Common Stock Amount Preferred Stock Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Stock Held in Trust Treasury Stock Total Stockholders' Equity
Balance,
  December 31, 2009 40,214,884 108,640 $ 402,146 $ 1,087 $ 36,666,914 $ 84,100,372 $ 563,654 $ (511,110 ) $ (7,948,606 ) $ 113,274,457

Issuance of common
shares
1,900,206 19,001 1,858,078 (4,715,261 ) (2,838,182 )
Preferred stock
   conversion
1,187 (950 ) 12 (10 ) (2 ) -

Release of shares
   from SGT
939,900 511,110 (2,328,858 ) (877,848 )

Retirement of treasury
   shares
(1,239,190 ) (12,388 ) (7,591,863 ) 7,603,310 (941 )

Stock compensation
   plans
477,779 477,779

Net income 8,306,969 8,306,969

Tax benefit on exercise
    of stock options
4,020,789 4,020,789

Amortization of deferred
   compensation
224,382 224,382

Declaration of dividends (4,704,915 ) (4,704,915 )

Change in net unrealized
loss on investment, net of
tax effect of $2,032,523
(3,236,494 ) (3,236,494 )

Balance,
March 31, 2010
40,877,087 107,690 $ 408,771 $ 1,077 $ 36,595,977 $ 87,702,426 $ (2,672,839 ) $ - $ (7,389,415 ) $ 114,645,997


For the Three Months Ended March 31, 2009

Balance,
December 31, 2008
40,158,019 138,640 $ 401,578 $ 1,387 $ 33,587,414 $ 75,654,070 $ 24,834 $ (733,860 ) $ (7,381,768 ) $ 101,553,655

Preferred stock
   conversion
75,000 (30,000 ) 750 (300 ) (450 ) -

Stock compensation
   plans
820,156 820,156

Net income 12,437,830 12,437,830

Amortization of deferred
   compensation
162,519 162,519

Declaration of dividends (8,269,932 ) (8,269,932 )

Change in net unrealized
   gains on investment, net of
   tax effect of $1,595,467
2,556,141 2,556,141

Balance,
   March 31, 2009
40,233,019 108,640 $ 402,328 $ 1,087 $ 34,569,639 $ 79,821,968 $ 2,580,975 $ (733,860 ) $ (7,381,768 ) $ 109,260,369

	Six Months Ended			Six Months Ended
	June 30, 2010			June 30, 2009
Cash flows from operating activities:
Net Income	$	17,710,978		$	20,076,388
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		629,816			788,142
Depreciation		298,025			213,576
Amortization of cost of stock options		1,453,006			1,306,591
Amortization of restricted stock grants		456,105			325,989
Realized gains on investments		(8,152,024	)		(1,452,609	)
Foreign currency gains on investments		(842,375	)		(72,316	)
Other-than-temporary impairment of investments		2,407,680			-
Amortization of premium / accretion of discount, net		271,010			109,204
Deferred income taxes		8,827			3,599,856
Other		(15,035	)		130,119
Net change in assets and liabilities relating to operating activities:
Prepaid reinsurance premiums		(32,792,372	)		(37,102,247	)
Reinsurance recoverables		28,580,923			(3,867,369	)
Premiums receivable, net		(12,618,111	)		(9,665,210	)
Accrued investment income		(80,003	)		(702,324	)
Other receivables		2,518,613			178,739
Income taxes recoverable		3,211,876			(5,176,904	)
Deferred policy acquisition costs, net		(4,577,266	)		(8,034,104	)
Other assets		(425,268	)		(144,759	)
Unpaid losses and loss adjustment expenses		1,706,008			8,519,272
Unearned premiums		77,365,154			39,585,983
Advance premium		2,980,395			3,966,539
Accounts payable		1,650,088			1,133,449
Reinsurance payable		13,710,463			88,357,868
Income taxes payable		3,417,329			-
Other accrued expenses		(1,895,051	)		2,128,973
Net cash provided by operating activities		96,978,791			104,202,846
Cash flows from investing activities:
Proceeds from sale of property		15,108			-
Purchase of real estate		(1,016,921	)		-
Building improvements		(93,955	)		-
Purchases of fixed maturities		(129,140,469	)		(126,035,995	)
Proceeds from sales of fixed maturities		116,237,712			4,244,851
Purchases of equity securities, available for sale		(80,730,225	)		(78,530,195	)
Proceeds from sales of equity securities, available for sale		70,680,944			11,005,564
Capital expenditures and building improvements		(184,706	)		(369,700	)
Net cash used in investing activities		(24,232,512	)		(189,685,475	)
Cash flows from financing activities:
Bank overdraft		2,276,167			4,947,120
Preferred stock dividend		(9,975	)		(17,475	)
Common stock dividend		(4,699,926	)		(8,268,278	)
Issuance of common stock		7,000			-
Treasury shares on option exercise		(3,723,972	)		-
Excess tax benefits from stock-based compensation		3,660,198			-
Repayments of loans payable		(735,294	)		-
Net cash used in in financing activities		(3,225,802	)		(3,338,633	)

Net increase (decrease) in cash and cash equivalents		69,520,477			(88,821,262	)
Cash and cash equivalents at beginning of period		192,924,291			256,964,637
Cash and cash equivalents at end of period	$	262,444,768		$	168,143,375

Non cash items:
Dividends accrued	$	3,916,724		$	4,514,061

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

(~~Unaudited~~)

Three Months Ended Three Months Ended
March 31, 2010 March 31, 2009
Cash flows from operating activities:
Net Income $ 8,306,969 $ 12,437,830
Adjustments to reconcile net income to net cash provided by operating activities:
     Bad debt expense 201,523 380,427
     Depreciation 146,812 101,424
     Amortization of cost of stock options 477,781 820,156
     Amortization of restricted stock grants 224,382 162,519
     Realized gains on investments (3,694,717 ) (1,111,333 )
     Foreign currency gains (losses) on investments (683,733 ) 17,387
     Amortization of premium / accretion of discount, net 107,000 21,520
     Deferred income taxes 1,879,864 (838,539 )
     Tax benefit on exercise of stock options (3,174,153 ) -
     Other (15,035 ) 130,119
Net change in assets and liabilities relating to operating activities:
     Prepaid reinsurance premiums (20,728,351 ) (5,193,314 )
     Reinsurance recoverables 26,780,719 (1,339,673 )
     Premiums receivable, net (1,547,897 ) (6,589,909 )
     Other receivables 864,550 409,604
     Income taxes recoverable 3,261,097 2,482,923
     Deferred policy acquisition costs, net (2,971,768 ) 60,022
     Other assets 119,315 (105,603 )
     Unpaid losses and loss adjustment expenses 4,538,917 1,728,768
     Unearned premiums 19,946,466 16,919,952
     Advance premium 6,278,770 4,376,045
     Accounts payable 801,445 626,664
     Reinsurance payable 16,103,884 28,036,181
     Income taxes payable 110,595 5,989,694
     Other accrued expenses (1,281,469 ) 2,947,858
          Net cash provided by operating activities 56,052,966 62,470,722
Cash flows from investing activities:
     Purchases of fixed maturities (50,426,894 ) (103,439,593 )
     Proceeds from sales of fixed maturities 25,322,048 -
     Purchases of equity securities, available for sale (35,879,591 ) (65,536,507 )
     Proceeds from sales of equity securities, available for sale 36,447,190 9,609,255
     Capital expenditures and building improvements (146,484 ) (91,723 )
          Net cash used in investing activities (24,683,731 ) (159,458,568 )
Cash flows from financing activities:
     Bank overdraft 5,163,241 1,981,436
     Preferred stock dividend (4,987 ) -
     Common stock dividend - (3,754,217 )
     Issuance of common stock 7,000 -
     Treasury shares on option exercise (3,723,972 ) -
     Tax benefit on exercise of stock options 3,174,153 -
     Repayments of loans payable (367,647 ) -
          Net cash provided by (used in) in financing activities 4,247,788 (1,772,781 )

Net increase (decrease) in cash and cash equivalents 35,617,023 (98,760,627 )
Cash and cash equivalents at beginning of period 192,924,291 256,964,637
Cash and cash equivalents at end of period $ 228,541,314 $ 158,204,010

Non cash items:
     Dividends accrued $ 4,699,926 $ 4,515,715

~~The accompanying notes to condensed consolidated financial statements are an integral part of these statements.~~

~~UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2010

(Unaudited)

1. Nature of Operations and Basis of Presentation

Restatement of Condensed Consolidated Financial Statements – March 31, 2010

Subsequent to filing its Quarterly Report on Form 10-Q on May 10, 2010, for the quarter ended March 31, 2010, the Company determined that its investment in common stock of Direxion Daily Large Cap Bear 3X Shares (ticker symbol “BGZ”) that was in an unrealized loss position at the end of the Company’s first quarter should have been recorded as an Other-Than-Temporary Impairment (“OTTI”) as a result of a subsequent sale of a portion of the investment, resulting in a loss. Therefore, the Company recorded an OTTI charge of $2,407,680 and restated its financial statements on Form 10-Q/A for the quarter ended March 31, 2010.

The following presents the adjustments included in the amended statements of the three-month period ended March 31, 2010.

	As Reported 3/31/2010			Adjustment			As Restated 3/31/2010
Net Income	$	8,306,969		$	(1,362,721	)	$	6,944,248
Accumulated other comprehensive (loss)		(2,672,839	)		1,478,917			(1,193,922	)
Stockholders' equity		114,645,997			116,197			114,762,194

The Company’s results for the second quarter reported herein are inclusive of the Company’s restatement of its Condensed Consolidated Financial Statements for the three-month period ended March 31, 2010, as filed in the Company’s Form 10-Q/A for the quarter ended March 31, 2010.

Nature of Operations

Universal Insurance Holdings, Inc. (the “Company”) was originally incorporated as Universal Heights, Inc. in Delaware in November 1990. The Company changed its name to Universal Insurance Holdings, Inc. on January 12, 2001. The Company, through its wholly owned subsidiary, Universal Insurance Holding Company of Florida, formed Universal Property & Casualty Insurance Company (“UPCIC”) in 1997.

Basis of Presentation

Our unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Universal Insurance Holdings, Inc. and its subsidiaries. We have made all adjustments that, in our opinion, are necessary for a fair statement of results of the interim periods, and all such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read in conjunction with our annual audited consolidated financial statements and related ~~notes.~~notes for the year ended December 31, 2009. The condensed consolidated balance sheet at December 31, 2009 was derived from audited financial ~~st atements,~~statements, but does not include all disclosures required by GAAP. Certain financial

information that is included in annual financial statements prepared in accordance with GAAP is not required for interim reporting and has been condensed or omitted.

Management must make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and in disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

To conform to the 2010 presentation, certain amounts in the prior periods’ consolidated financial statements and notes have been reclassified. Such reclassifications had no effect on net income or stockholders’ equity.

2. Significant Accounting Policies

The Company reported Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2009. The following are new or revised disclosures or disclosures required on a quarterly basis.

Impairment of Securities. For investments classified as available for sale, the difference between fair value and amortized cost for fixed income securities and cost for equity securities, net of deferred income taxes (as disclosed in Note 5), is reported as a component of accumulated other comprehensive income on the condensed consolidated Balance Sheet and is not reflected in the operating results of any period until reclassified to net income upon the consummation of a transaction with an unrelated third party or when the decline in fair value is deemed other than temporary. The assessment of whether the impairment of a

security’s fair value is other than temporary is performed using a portfolio review as well as a case-by-case ~~review~~re view considering a wide range of factors.

There are a number of assumptions and estimates inherent in evaluating impairments and determining if they are other than temporary, including: 1) the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery in value; 2) the expected recoverability of principal and interest; 3) the length of time and extent to which the fair value has been less than amortized cost for fixed income securities or cost for equity securities; 4) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry conditions and trends, and implications of rating agency actions and offering prices; and 5) the specific reasons that a security is in a significant unrealized loss position, including market conditions which could ~~affect~~af fect liquidity.~~ 0;~~ Additionally, once assumptions and estimates are made, any number of changes in facts and circumstances could cause us to subsequently determine that an impairment is other than temporary, including: 1) general economic conditions that are worse than previously forecasted or that have a greater adverse effect on a particular issuer or industry sector than originally estimated; 2) changes in the facts and circumstances related to a particular issue or issuer’s ability to meet all of its contractual obligations; and 3) changes in facts and circumstances obtained that causes a change in our ability or intent to hold a security to maturity or until it recovers in value.

The company performed evaluations of its investments classified as available for sale and has determined it held no securities for which impairment is other-than-temporary as of ~~March 31,~~June 30, 2010.

Fair Market Value of Financial Instruments. The Company’s long-term debt was held at a carrying value of ~~$24,264,7 06~~$23,897,059 and $24,632,353 as of ~~March 31,~~June 30, 2010 and December 31, 2009, respectively. The fair value of long-term debt as of ~~March 31,~~June 30, 2010 was estimated based on discounted cash flows utilizing interest rates currently offered for similar products and was determined to be ~~$17,370,433~~$17,066,879 and $18,299,889 as of ~~March 31,~~June 30, 2010 and December 31, 2009, respectively.

Concentrations of Credit Risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, premiums receivable and reinsurance recoverables.

In order to reduce credit risk for amounts due from reinsurers, the Company seeks to do business with financially sound reinsurance companies and regularly evaluates the financial strength of all reinsurers used. UPCIC’s largest reinsurer, Everest Reinsurance Company, has the following ratings from each of the rating agencies: A+ from A.M. Best Company, A+ from Standard and Poor’s Rating Services and Aa3 from Moody’s Investors Service, Inc. As of ~~March 31,~~June 30, 2010 and December 31, 2009, UPCIC’s reinsurance portfolio contained the following authorized reinsurers that had unsecured recoverables for paid and unpaid losses, including incurred but not reported (“IBNR”) reserves, loss adjustment expenses and unearned premiums whose aggregate balance exceeded 3% of ~~UPCIC’s~~UPCIC ’s statutory surplus:


	As of March 31,		As of December 31,		As of June 30,		As of December 31
Reinsurer	2010		2009		2010		2009
Everest Reinsurance Company	$	204,422,914	$	208,129,753	$	229,629,621	$	208,129,753
Florida Hurricane Catastrophe Fund		6,996,189		24,888,534		-		24,888,534

Total	$	211,419,103	$	233,018,287	$	229,629,621	$	233,018,287

As of ~~March 31,~~June 30, 2010 and December 31, 2009, UPCIC did not have any unsecured recoverables from unauthorized reinsurers exceeding 3% of UPCIC’s statutory surplus.

Stock Compensation. The Company periodically issues restricted common stock and grants options to purchase common stock to its directors, officers and employees. These restricted stock awards and stock option grants are recorded as compensation expense ratably over their respective vesting periods.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board ("FASB ") issued new accounting guidance which expands disclosure requirements relating to fair value measurements. The guidance adds requirements for disclosing amounts of and reasons for significant transfers into and out of Levels 1 and 2 and requires gross rather than net disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. The guidance also provides clarification that fair value measurement disclosures are required for each class of assets and liabilities. Disclosures about the valuation techniques and inputs used to measure fair value for measurements that fall in either Level 2 or Level 3 are also required. The Company adopted the provisions of the new guidance as of March 31, 2010 except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which are required for fiscal years beginning after December 15, 2010. Disclosures are not required for earlier periods presented for comparative purposes. The new guidance affects disclosures only; and therefore, the adoption had no impact on the Company’s results of operations or financial position.

In February 2010, the FASB amended the subsequent events guidance issued in May 2009 to remove the requirement for SEC filers to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The amendment was effective upon issuance. The adoption of this guidance did not have an impact on the Company's consolidated financial condition or results of operations.

3. Insurance Operations

Unearned premiums represent amounts that UPCIC would be required to refund policyholders if their policies were canceled. UPCIC determines unearned premiums by calculating the pro-rata amount that would be due to the policyholders at a given point in time based upon the premiums due for the full policy term. At ~~March 31,~~June 30, 2010, UPCIC serviced approximately ~~544,000~~566,000 homeowners’ and dwelling fire insurance policies with direct unearned premiums totaling ~~$298,317,010~~$355,735,699 and in-force premiums of approximately ~~$581,600,000.~~$633,800,000. At December 31, 2009, UPCIC serviced 541,000 homeowners’ and dwelling fire insurance policies with direct unearned premiums totaling $278,370,544 and in-force premiums of approximately $567,100,000.

The wind mitigation discounts mandated by the Florida legislature to be effective June 1, 2007 for new business and August 1, 2007 for renewal business have had a significant effect on UPCIC’s premium. The following table reflects the effect of wind mitigation credits received by UPCIC policyholders:

Wind Mitigation Credits
				Reduction of in-force premium (only policies including wind coverage)
Date	Percentage of UPCIC policyholders receiving credits			Total credits		In-force premium		Percentage reduction of in-force premium
6/1/2007		1.9	%	$	6,284,697	$	487,866,319		1.3	%
12/31/2007		11.8	%	$	31,951,623	$	500,136,287		6.0	%
3/31/2008		16.9	%	$	52,398,215	$	501,523,343		9.5	%
6/30/2008		21.3	%	$	74,185,924	$	508,411,721		12.7	%
9/30/2008		27.3	%	$	97,802,322	$	515,560,249		16.0	%
12/31/2008		31.1	%	$	123,524,911	$	514,011,138		19.4	%
3/31/2009		36.3	%	$	158,229,542	$	530,029,572		23.0	%
6/30/2009		40.4	%	$	188,053,342	$	544,646,437		25.7	%
9/30/2009		43.0	%	$	210,291,783	$	554,378,761		27.5	%
12/31/2009		45.2	%	$	219,974,130	$	556,577,449		28.3	%
3/31/2010		47.8	%	$	235,717,892	$	569,870,173		29.3	%
6/30/2010		50.9	%	$	281,386,124	$	620,276,858		31.2	%

Wind Mitigation Credits
Reduction of in-force premium (only policies including wind coverage)
Date
Percentage of UPCIC
policyholders receiving
credits
Total credits In-force premium Percentage reduction of in-force premium
6/1/2007 1.9 % $ 6,284,697 $ 487,866,319 1.3 %
12/31/2007 11.8 % $ 31,951,623 $ 500,136,287 6.0 %
3/31/2008 16.9 % $ 52,398,215 $ 501,523,343 9.5 %
6/30/2008 21.3 % $ 74,185,924 $ 508,411,721 12.7 %
9/30/2008 27.3 % $ 97,802,322 $ 515,560,249 16.0 %
12/31/2008 31.1 % $ 123,524,911 $ 514,011,138 19.4 %
3/31/2009 36.3 % $ 158,229,542 $ 530,029,572 23.0 %
6/30/2009 40.4 % $ 188,053,342 $ 544,646,437 25.7 %
9/30/2009 43.0 % $ 210,291,783 $ 554,378,761 27.5 %
12/31/2009 45.2 % $ 219,974,130 $ 556,577,449 28.3 %
3/31/2010 47.3 % $ 235,717,892 $ 569,870,173 29.3 %

4. Reinsurance

On ~~March 22,~~May 31 2010, UPCIC and Segregated Account T25 – Universal Insurance Holdings of White Rock Insurance (SAC) Ltd. (“the T25”) mutually agreed to a Commutation and Settlement Agreement related to the Underlying Property Catastrophe Excess of Loss Reinsurance Contract ~~originally~~ effective ~~June 12, 2009.~~March 23, 2010. A replacement contract was entered into between the parties on ~~March 23,~~June 1, 2010 ~~to maintain consistent and seamless coverage.~~as part of UPCIC’s reinsurance program in effect for the period June 1, 2010, through May 31, 2011. In conjunction with the commutation and entering into a new contract, the Company contributed additional capital to T25 ~~returned $12,735,734~~due to the increased reinsurance coverage and collateral requirements of the replacement contract, effective June 1, 2010. ;The Company ~~that~~is the ~~Company then returned and contributed to UPCIC on March 23, 2010. The stock~~account owner of T25 ~~is 100% owned by the Company~~under Bermuda law, and the reinsurance transactions between itT25 and UPCIC are eliminated in ~~consolidation.~~consolidation.

There have been no other material changes, during the period covered by this Report, to the Reinsurance note included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2009.

UPCIC’s in-force policyholder coverage for windstorm exposures as of ~~March 31,~~June 30, 2010 was approximately ~~$115~~$123 billion. In the normal course of business, UPCIC also seeks to reduce the risk of loss that may arise from catastrophes or other events that cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers.

Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsurance contracts. Reinsurance premiums, losses and loss adjustment expenses (“LAE”) are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reinsurance ceding commissions received are deferred and netted against policy acquisition costs and amortized over the effective period of the related insurance policies.

2010 Reinsurance Program

Quota Share

Effective June 1, 2010, UPCIC entered into a quota share reinsurance contract with Everest Re. Everest Re has the following ratings from each of the rating agencies: A+ from A.M. Best Company, A+ from Standard and Poor’s Rating Services and Aa3 from Moody’s Investors Service, Inc. Under the quota share contract, through May 31, 2011, UPCIC cedes 50% of its gross written premiums, losses and LAE for policies with coverage for wind risk with a ceding commission equal to 25% of ceded gross written premiums. In addition, the quota share contract has a limitation for any one occurrence of 56% of Gross Premiums Earned, not to exceed $160,000,000 (of which UPCIC's net liability on the first $160,000,000 of losses in a first event scenario is $22,500,000, in a second event scenario is $13,150,000 and in a t hird event scenario is $15,000,000) and a limitation from losses arising out of events that are assigned a catastrophe serial number by the Property Claims Services ("PCS") office of 140% of Gross Premiums Earned, not to exceed $400,000,000.

Excess Per Risk

Effective June 1, 2010 through May 31, 2011, UPCIC entered into a multiple line excess per risk contract with various reinsurers. Under the multiple line excess per risk contract, UPCIC obtained coverage of $1,400,000 in excess of $600,000 ultimate net loss for each risk and each property loss, and $1,000,000 in excess of $300,000 for each casualty loss. A $7,000,000 aggregate limit applies to the term of the contract.

Effective June 1, 2010 through May 31, 2011, UPCIC entered into a property per risk excess contract covering ex-wind only policies. Under the property per risk excess contract, UPCIC obtained coverage of $400,000 in excess of $200,000 for each property loss. A $2,000,000 aggregate limit applies to the term of the contract.

The total cost of the Company's multiple line excess reinsurance program effective June 1, 2010 through May 31, 2011 is $3,500,000 of which the Company's cost is 50%, or $1,750,000, and the quota share reinsurers' cost is the remaining 50%. The total cost of the Company's property per risk reinsurance program effective June 1, 2009 through May 31, 2010 is $475,000.

Excess Catastrophe

Effective June 1, 2010 through May 31, 2011, under excess catastrophe contracts, UPCIC obtained catastrophe coverage of $660,500,000 in excess of $160,000,000 covering certain loss occurrences including hurricanes. The coverage of $660,500,000 in excess of $160,000,000 has a second full limit available to UPCIC; additional premium is calculated pro rata as to amount and 100% as to time, as applicable.

Effective June 1, 2010 through May 31, 2011, UPCIC purchased reinstatement premium protection which reimburses UPCIC for its cost to reinstate the catastrophe coverage of the first $310,500,000 (part of $660,500,000) in excess of $160,000,000.

Effective June 1, 2010 through May 31, 2011, under an underlying excess catastrophe contract, UPCIC obtained catastrophe coverage of 50% of $105,000,000 in excess of $55,000,000 covering certain loss occurrences including hurricanes. UPCIC entered into this contract with a segregated account that was established by a third-party reinsurer in accordance with Bermuda law. The Company has secured the obligations of the segregated account by contributing the amount of the segregated account’s liability for losses, net of UPCIC’s required premium payments, to a trust account.

Effective June 1, 2010 through May 31, 2011, under an excess catastrophe contract specifically covering risks located in North Carolina and South Carolina, UPCIC obtained catastrophe coverage of 50% of $40,000,000 in excess of $10,000,000 covering certain loss occurrences including hurricanes. The coverage of 50% of $40,000,000 in excess of $10,000,000 has a second full limit available to UPCIC; additional premium is calculated pro rata as to amount and 100% as to time, as applicable. The cost of UPCIC’s excess catastrophe contract specifically covering risks located in North Carolina and South Carolina is $2,025,000.

Effective June 1, 2010 through May 31, 2011, UPCIC also obtained subsequent catastrophe event excess of loss reinsurance to cover certain levels of UPCIC's net retention through three catastrophe events including hurricanes, as follows:

	2ndEvent			3rdEvent
Coverage	$123,700,000 in excess of $36,300,000 each loss occurrence subject to an otherwise recoverable amount of $123,700,000 (placed 50%)			$130,000,000 in excess of $30,000,000 each loss occurrence subject to an otherwise recoverable amount of $260,000,000 (placed 100%)
Deposit premium (100%)	$	22,266,000		$	9,100,000
Minimum premium (100%)	$	17,812,800		$	7,280,000
Premium rate -% of total insured value		0.020088	%		0.00821	%

National Hurricane Center for losses incurred in Florida, both while it is a hurricane and through subsequent downgrades. For the contract year June 1, 2010 to May 31, 2011, UPCIC purchased the traditional FHCF coverage and did not purchase the Temporary Increase in Coverage Limit Option offered to insurers by the FHCF. UPCIC’s initial estimate of its traditional FHCF coverage is 90% of $985,000,000 in excess of $372,000,000. The estimated premium for this coverage is $60,104,422. The final amount of UPCIC’s traditional FHCF coverage for the contract year will be determined by the FHCF based upon UPCIC’s exposures in-force as of June 30, 2010, as reported by UPCIC to the FHCF by September 1, 2010.

Also at June 1, 2010, the FHCF made available, and UPCIC obtained, $10,000,000 of additional catastrophe excess of loss coverage with one free reinstatement of coverage to carriers qualified as Limited Apportionment Companies or companies that participated in the Insurance Capital Build-Up Incentive (“ICBUI”) Program offered by the FHCF, such as UPCIC. This particular layer of coverage at June 1, 2010 is $10,000,000 in excess of $26,300,000. The premium for this coverage is $5,000,000.

On May 28, 2010, the SBA published its most recent estimate of the FHCF’s loss reimbursement capacity in the Florida Administrative Weekly. The SBA estimated that the FHCF’s total loss reimbursement capacity under current market conditions for the 2010 - 2011 contract year is projected to be $25.461 billion over the 12-month period following the estimate. The SBA also referred to its report entitled, “May 2010 Estimated Claims Paying Capacity Report” (“Report”) as providing greater detail regarding the FHCF’s loss reimbursement capacity. The Report estimated that the FHCF’s minimum 12-month loss reimbursement capacity is $12 billion and it s maximum 12-month loss reimbursement capacity is $26 billion. UPCIC elected to purchase the FHCF Mandatory Layer of Coverage for the 2010 - 2011 contract year, which corresponds to FHCF loss reimbursement capacity of $17 billion. By law, the FHCF’s obligation to reimburse insurers is limited to its actual claims-paying capacity. the aggregate cost of UPCIC’s reinsurance program may increase should UPCIC deem it necessary to purchase additional private market reinsurance due to reduced estimates of the FHCF’s loss reimbursement capacity.

The total cost of UPCIC's multiple line excess and property per risk reinsurance program effective June 1, 2010 through May 31, 2011 is $3,975,000 of which UPCIC's cost is $2,225,000, and the quota share reinsurers cost is the remaining $1,750,000. The cost of UPCIC’s underlying excess catastrophe contract is $42,000,000, subject to a potential return premium of up to $31,458,000. The total cost of UPCIC's private catastrophe reinsurance program effective June 1, 2010 through May 31, 2011 is $134,538,000 of which UPCIC's cost is 50%, or $67,269,000, and the quota share reinsurers cost is the remaining 50%. In addition, UPCIC purchases reinstatement premium protection as described above, the cost of which is $16,210,064. UPCIC’s cost of t he subsequent catastrophe event excess of loss reinsurance is $15,683,000. The estimated premium that UPCIC plans to cede to the FHCF for the 2010 hurricane season is $60,104,422 of which UPCIC's cost is 50%, or $30,052,211, and the quota share reinsurers' cost is the remaining 50%. UPCIC is also participating in the additional coverage option for Limited Apportionment Companies or companies that participated in the ICBUI Program offered by theFHCF, the premium for which is $5,000,000 of which UPCIC's cost is 50%, or $2,500,000, and the quota share reinsurers' cost is the remaining 50%. The Company is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC's reinsurance program which could have a material adverse effect on the Company's business, financial condition and results of operations. UPCIC’s private market reinsurance costs are subject to increases or decreases if changes in its earned premiums or the total insured value und er its in-force policies as of August 31, 2010, are outside of ranges specified in certain of its reinsurance contracts.

Effective June 1, 2010 through December 31, 2010, the Company obtained $60,000,000 of coverage via a catastrophe risk-linked transaction contract in the event UPCIC’s catastrophe coverage is exhausted. The total cost of the Company’s risk-linked transaction contract is $8,250,000.

UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s reinsurance program and for losses that otherwise are not covered by the reinsurance program, which could have a material adverse effect on UPCIC’s and the Company’s business, financial condition and results of operations. UPCIC estimates based upon its in-force exposures as of June 30, 2010, that it had coverage to approximately the 106-year Probable Maximum Loss (PML), modeled using AIR CLASIC/2 v.11.0, long term, without demand surge and without loss amplification. PML is a general concept applied in the insurance industry for defining high loss scenarios that should be considered when underwriting insurance risk. Catastrophe models produce loss estimates that are qualified in ter ms of dollars and probabilities. Probability of exceedance or the probability that the actual loss level will exceed a particular threshold is a standard catastrophe model output. For example, the 100-year PML represents a 1.00% Annual Probability of Exceedance (the 106-year PML represents a 0.943% Annual Probability of Exceedance). It is estimated that the 100-year PML is likely to be equaled or exceeded in one year out of 100 on average, or 1 percent of the time. It is the 99th percentile of the annual loss distribution.

UPCIC limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risks with other insurers or reinsurers on an automatic basis under reinsurance contracts. The reinsurance arrangements are intended to provide UPCIC with the ability to limit its exposure to losses within its capital resources. Such reinsurance includes quota share, excess of loss and catastrophe forms of reinsurance. ~~The Company~~UPCIC submits the ~~UPCIC~~ reinsurance program for regulatory review to the Florida Office of Insurance Regulation (“OIR”).

The Company’s reinsurance arrangements had the following effect on certain items in the condensed consolidated Statements of Operations:

	Six Months Ended June 30, 2010									Six Months Ended June 30, 2009

	Premiums			Premiums			Loss and Loss			Premiums			Premiums			Loss and Loss
	Written			Earned			Adjustment			Written			Earned			Adjustment
							Expenses									Expenses
Direct	$	368,119,332		$	290,754,177		$	97,025,344		$	301,984,289		$	262,398,307		$	90,929,142
Ceded		(248,872,199	)		(216,079,827	)		(48,538,739	)		(224,366,164	)		(187,263,917	)		(46,002,319	)

Net	$	119,247,133		$	74,674,350		$	48,486,605		$	77,618,125		$	75,134,390		$	44,926,823

	Three Months Ended June 30, 2010									Three Months Ended June 30, 2009

	Premiums			Premiums			Loss and Loss			Premiums			Premiums			Loss and Loss
	Written			Earned			Adjustment			Written			Earned			Adjustment
							Expenses									Expenses
Direct	$	208,019,687		$	150,600,999		$	50,345,476		$	156,772,144		$	134,106,112		$	49,604,750
Ceded		(121,304,233	)		(109,240,212	)		(25,510,583	)		(128,638,307	)		(96,729,374	)		(25,098,591	)

Net	$	86,715,454		$	41,360,787		$	24,834,893		$	28,133,837		$	37,376,738		$	24,506,159

1215

~~Three Months Ended March 31, 2010~~

Premiums Premiums Loss and Loss
Written Earned Adjustment
Expenses
Direct $ 160,099,645 $ 140,153,178 $ 46,679,867
Ceded (127,567,966 ) (106,839,615 ) (23,028,155 )

Net $ 32,531,679 $ 33,313,563 $ 23,651,712

~~Three Months Ended March 31, 2009~~

Premiums Premiums Loss and Loss
Written Earned Adjustment
Expenses
Direct $ 145,212,145 $ 128,292,195 $ 41,324,392
Ceded (95,727,857 ) (90,534,543 ) (20,903,728 )

Net $ 49,484,288 $ 37,757,652 $ 20,420,664

Other Amounts:

Prepaid reinsurance premiums and reinsurance recoverables as of ~~March 31,~~June 30, 2010 and December 31, 2009 were as follows:

	As of March 31,		As of December 31,		As of June 30,			As of December 31,
	2010		2009		2010			2009

Prepaid reinsurance premiums	$	221,022,592	$	200,294,241	$	233,086,613		$	200,294,241

Reinsurance recoverable on unpaid losses and LAE	$	64,820,752	$	62,900,913	$	63,451,074		$	62,900,913
Reinsurance recoverable on paid losses		214,962		28,915,520		(215,564	)		28,915,520
Reinsurance recoverables	$	65,035,714	$	91,816,433	$	63,235,510		$	91,816,433

The Company has determined that a right of offset exists between UPCIC and its reinsurers, under its quota share reinsurance treaties. Reinsurance payable to reinsurers has been offset by ceding commissions and inuring premiums receivable from reinsurers as follows:

		As of March 31,			As of December 31,		As of June 30,			As of December 31,
		2010			2009		2010			2009
Reinsurance payable, net of ceding commissions due from reinsurers	$	138,195,918		$	105,536,847
Reinsurance payable, net of ceding commissions
due from reinsurers							$	124,157,228		$	105,536,847
Inuring premiums receivable		(48,987,439	)		(32,432,252	)		(37,342,171	)		(32,432,252	)

Reinsurance payable, net	$	89,208,479		$	73,104,595		$	86,815,057		$	73,104,595

5. Investments

Major sources of net investment income, are summarized as follows:

	For the Six Months Ended June 30,
	2010			2009
Cash and cash equivalents	$	51,330		$	231,859
Fixed maturities		545,938			700,984
Equity securities		19,863			187,116
Total investment income		617,131			1,119,959
Less investment expenses		(306,560	)		(321,477	)

Net investment income	$	310,571		$	798,482

For the Three Months Ended March 31,
2010 2009
Cash and cash equivalents $ 18,454 $ 215,983
Fixed maturities 299,629 127,716
Equity securities 9,990 96,730
Total investment income 328,073 440,429
Less investment expenses (135,120 ) (115,840 )
Net investment income $ 192,953 $ 324,589

As of ~~March 31,~~June 30, 2010 and December 31, 2009, the Company’s investments consisted of cash and cash equivalents, and investments with carrying values of ~~$360,997,678~~$400,369,542 and $307,721,301, respectively.

Concentrations of credit risk with respect to cash on deposit are limited by the Company’s policy of investing excess cash in money market accounts and repurchase agreements backed by the US Government and US Government Agency Securities with major national banks. These accounts are held by the Institutional Trust & Custody division of U.S. Bank, the Trust Department of SunTrust Bank and Evergreen Investment Management Company, LLC.

Cash and cash equivalents consisted of checking, repurchase and money market accounts with carrying values of ~~$228,541,314~~$262,444,768 and $192,924,291 as of ~~March 31,~~June 30, 2010 and December 31, 2009, respectively, held at the following financial institutions:

	As of June 30, 2010
Financial Institution	Cash		Money Market Funds		Total		%

U. S. Bank IT&C (1)	$	-	$	71,458,546	$	71,458,546		27.2	%
Evergreen Investment Management
Company, L.L.C.		-		2,909		2,909		0.0	%
SunTrust Bank		731,637		-		731,637		0.3	%
SunTrust Bank Institutional
Asset Services		-		157,883,410		157,883,410		60.2	%
Wachovia Bank, N.A.		257,478				257,478		0.1	%
Bank of New York Trust Fund		-		11,340,087		11,340,087		4.3	%
Deutsche Bank Alex Brown		20,335,762		-		20,335,762		7.7	%
All Other Banking Institutions		434,939		-		434,939		0.2	%
	$	21,759,816	$	240,684,952	$	262,444,768		100.0	%

(1) Funds invested with Evergreen Investment Management Company, L.L.C.



	As of December 31, 2009
Financial Institution	Cash		Money Market Funds		Total		%

U. S. Bank IT&C (1)	$	-	$	71,977,371	$	71,977,371		37.3	%
Evergreen Investment Management		-		26,909		26,909		0.0	%
Company, L.L.C.
SunTrust Bank		1,063,785		-		1,063,785		0.5	%
SunTrust Bank Institutional
Asset Services		-		102,257,833		102,257,833		53.0	%
Wachovia Bank, N.A.		489,051		-		489,051		0.3	%
Bank of New York Trust Fund		-		16,515,181		16,515,181		8.6	%
All Other Banking Institutions		594,161		-		594,161		0.3	%
	$	2,146,997	$	190,777,294	$	192,924,291		100.0	%

(1) Funds invested with Evergreen Investment Management Company, L.L.C.

As of March 31, 2010
Financial Institution Cash Money Market Funds Total %

U. S. Bank IT&C (1) $ 0 $ 71,273,420 $ 71,273,420 31.2 %
Evergreen Investment Management
Company, L.L.C. 0 2,909 2,909 0.0 %
SunTrust Bank 985,291 0 985,291 0.4 %
SunTrust Bank Institutional
Asset Services 0 146,812,557 146,812,557 64.3 %
Wachovia Bank, N.A. 1,004,452 1,004,452 0.4 %
Bank of New York Trust Fund 0 8,027,000 8,027,000 3.5 %
All Other Banking Institutions 435,685 0 435,685 0.2 %
$ 2,425,428 $ 226,115,886 $ 228,541,314 100.0 %

(1) Funds invested with Evergreen Investment Management Company, L.L.C.

As of December 31, 2009
Financial Institution Cash Money Market Funds   Total %

U.S. Bank IT&C (1) $ 0 $ 71,977,371 $ 71,977,371 37.3 %
Evergreen Investment
Management
0 26,909 26,909 0.0 %
   Company, L.L.C.
SunTrust Bank 1,063,785 0 1,063,785 0.5 %
SunTrust Bank Institutional
   Asset Services 0 102,257,833 102,257,833 53.0 %
Wachovia Bank, N.A. 489,051 0 489,051 0.3 %
Bank of New York Trust Fund 0 16,515,181 16,515,181 8.6 %
All Other Banking Institutions 594,161 0 594,161 0.3 %
$ 2,146,997 $ 190,777,294 $ 192,924,291 100.0 %

The ~~Company’s~~Company's investments are classified as available for sale. Available for sale securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of ~~stockholders’~~stockholders' equity, namely Other Comprehensive Income.

The following table shows the realized gains and losses for fixed maturities and equity securities, net of OTTI of investments, for the ~~three~~six month and three-month periods ended ~~March 31, 2010 and 2009.~~June 30, 2010. There were ~~$3,694,717~~$9,090,220 and ~~$1,111,333~~$4,919,795 of realized gains and $3,345,875 and $462,488 of realized losses for the six month and three-month periods ended ~~March 31,~~June 30, 2010, ~~and 2009,~~ respectively.

1517

For the Three Months Ended
March 31, 2010 March 31, 2009
Realized Gains (Losses) Fair Value at Sale Realized Gains (Losses) Fair Value at Sale
Fixed maturities, available for sale $ 60,742 $ 5,961,804 $ - $ -
Equity securities 4,109,683 36,486,448 1,111,333 9,683,316
Total Realized Gains $ 4,170,425 $ 42,448,252 $ 1,111,333 $ 9,683,316

Fixed maturities, available for sale $ (199,580 ) $ 19,360,244 $ - $ -
Equity securities (224,128 ) 5,849,244 - -
Other Investments (52,000 )
Total Realized Losses $ (475,708 ) $ 25,209,488 $ - $ -

Net realized gains (losses) on investments $ 3,694,717 $ 67,657,740 $ 1,111,333 $ 9,683,316

	For the Six Months Ended					For the Three Months Ended
	June 30, 2010					June 30, 2010
	Realized Gains (Losses)			Fair Value at Sale		Realized Gains (Losses)			Fair Value at Sale
Fixed maturities, available for sale	$	1,896,101		$	91,064,319	$	1,835,359		$	85,102,515
Equity securities		7,194,119			69,127,155		3,084,436			32,640,707
Total Realized Gains	$	9,090,220		$	160,191,474	$	4,919,795		$	117,743,222

Fixed maturities, available for sale	$	(283,994	)	$	25,173,393	$	(84,414	)	$	5,813,149
Equity securities		(3,009,881	)		9,963,804		(378,074	)		4,114,560
Other Investments		(52,000	)		-
Total Realized Losses	$	(3,345,875	)	$	35,137,197	$	(462,488	)	$	9,927,709

Net realized gains on investments/Total Fair Value at Sale	$	5,744,345		$	195,328,671	$	4,457,307		$	127,670,931

A summary of the amortized cost (fixed maturities), cost (equity securities), estimated fair value, gross unrealized gains, and gross unrealized losses of fixed maturities and equity securities at ~~March 31,~~June 30, 2010 and December 31, 2009 follows. The company’s foreign obligations consist of government bonds of Norway and Switzerland.

	March 31, 2010									June 30, 2010
	Amortized Cost / Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost / Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Fixed maturities - available for sale:
US government and agency obligations	$	58,239,287	$	24,853	$	(1,374,277	)	$	56,889,863	$	49,536,007	$	582,830	$	(7,022	)	$	50,111,815
Foreign obligations		9,563,143		20,897		(105,103	)		9,478,937		10,961,595		5,767		(631,467	)		10,335,895
Total fixed maturities - available for sale	$	67,802,430	$	45,750	$	(1,479,380	)	$	66,368,800	$	60,497,602	$	588,597	$	(638,489	)	$	60,447,710

Equity securities:
Commodities
Common Stock	$	69,002,524	$	3,413,201	$	(6,328,161	)	$	66,087,564	$	78,066,419	$	3,413,169	$	(4,002,524	)	$	77,477,064
Total equity securities	$	69,002,524	$	3,413,201	$	(6,328,161	)	$	66,087,564	$	78,066,419	$	3,413,169	$	(4,002,524	)	$	77,477,064

	December 31, 2009									December 31, 2009
	Amortized Cost / Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost / Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Fixed maturities - available for sale:
US government and agency obligations	$	42,296,727	$	37,623	$	(945,342	)	$	41,389,008	$	42,296,727	$	37,623	$	(945,342	)	$	41,389,008
Total fixed maturities - available for sale	$	42,296,727	$	37,623	$	(945,342	)	$	41,389,008	$	42,296,727	$	37,623	$	(945,342	)	$	41,389,008

Equity securities:
Common Stock	$	71,536,033	$	4,278,432	$	(2,406,463	)	$	73,408,002	$	71,536,033	$	4,278,432	$	(2,406,463	)	$	73,408,002
Total equity securities	$	71,536,033	$	4,278,432	$	(2,406,463	)	$	73,408,002	$	71,536,033	$	4,278,432	$	(2,406,463	)	$	73,408,002

1618

The table below reflects the Company’s unrealized investment losses by investment class, aged for length of time in an unrealized loss position as of ~~March 31,~~June 30, 2010.

	Unrealized Investment Losses													Unrealized Investment Losses
	Less than 12 months							12 months or longer						Less than 12 months						12 months or longer
	Number of issues		Fair value		Unrealized losses			Number of issues		Fair value		Unrealized losses		Number of issues		Fair value		Unrealized losses		Number of issues		Fair value		Unrealized losses
Fixed maturities, available for sale:
US government and agency obligations		5	$	53,781,866	$	1,374,277			-	$	-	$	-		1	$	3,098,658	$	7,022		-	$	-	$	-
Foreign obligations		5		4,318,781		37,966			-		-		-		6		5,274,630		631,467		-		-		-

Total fixed maturities, available for sale		10	$	58,100,647	$	1,412,243			-	$	-	$	-		7	$	8,373,288	$	638,489		-	$	-	$	-

Equity securities:
Common stocks		44	$	32,035,825	$	(6,328,161	)		-	$	-	$	-		51	$	41,092,774	$	4,002,524		-	$	-	$	-
Total equity securities		44	$	32,035,825	$	(6,328,161	)		-	$	-	$	-		53	$	41,092,774	$	4,002,524		-	$	-	$	-

Unrealized losses on fixed maturities, available for sale, are principally related to rising interest rates and changes in credit spreads. Unrealized losses on equity securities are primarily related to equity market fluctuations.

As previously described, the Company recorded an OTTI charge of $2,407,680 and restated its financial statements on Form 10-Q/A for the quarter ended March 31, 2010. A portion of the security for which the OTTI adjustment was recorded at March 31, 2010 was sold during the quarter ended June 30, 2010 at a realized loss. The estimated fair value of the portion of this security that remained in the Company’s investment portfolio as of June 30, 2010 increased from its cost, adjusted for OTTI. The increase in fair value in excess of cost, adjusted for OTTI, was recorded to Other Comprehensive Income during the second quarter.

The Company ~~has~~ performed an evaluation of its investment portfolio at June 30, 2010 and concluded that it ~~holds~~held no securities for which ~~other-than-temporary impairment~~an OTTI adjustment ~~to carrying value is~~was warranted.

Below is a summary of fixed maturities at ~~March 31,~~June 30, 2010 and December 31, 2009 by contractual or expected periods.

Available-for-Sale	March 31, 2010				December 31, 2009				June 30, 2010				December 31, 2009
Contractual or Expected Period:	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	897,310	$	896,192	$	-	$	-	$	4,190,254	$	3,886,762	$	-	$	-
Due after one year through five years		8,841,591		8,763,721		176,350		180,901		16,140,691		15,883,442		176,350		180,901
Due after five years through ten years		12,879,359		12,779,338		2,909,446		2,942,497		37,060,977		37,578,848		2,909,446		2,942,497
Due after ten years		45,184,170		43,929,549		39,210,931		38,265,610		3,105,680		3,098,658		39,210,931		38,265,610

Total	$	67,802,430	$	66,368,800	$	42,296,727	$	41,389,008	$	60,497,602	$	60,447,710	$	42,296,727	$	41,389,008

The Company has made an assessment of its invested assets for fair value measurement as further described in Note 16 – Fair Value Disclosure.

6. Loans Payable and Long-Term Debt

Surplus Note

In 2006, UPCIC entered into a ~~$25~~$25.0 million surplus note with the ~~Florida State Board of Administration (“SBA”)~~SBA under ~~Florida’s Insurance Capital Build-Up Incentive~~the ICBUI Program ~~(“ICBUI Program”)~~ which was implemented by the Florida legislature to encourage insurance companies to write additional residential insurance coverage in ~~Florida, the~~Florida. The SBA matched UPCIC’s funds of ~~$25~~$25.0 million that were earmarked for participation in the program. The ~~$25~~$25.0 million is invested in a U.S. treasury money market account.

The surplus note has a twenty-year term and accrues interest at a rate equivalent to the 10-year U.S. Treasury Bond rate, adjusted quarterly based on the 10-year Constant Maturity Treasury rate. For the first three years of the term of the surplus note, UPCIC is required to pay interest only, although principal

payments can be made during this period. Any payment of principal or interest by UPCIC on the surplus note must be approved by the Commissioner of the OIR. Principal repayments are due in equal quarterly installments of $367,647.

As of ~~March 31,~~June 30, 2010 and December 31, 2009, the balances due under the surplus note are shown in the Company’s condensed consolidated Balance Sheets as Long-Term Debt with carrying values of ~~$24,264,706~~$23,897,059 and $24,632,353, respectively.

Repayments of principal are estimated to be as follows as of ~~March 31,~~June 30, 2010:

2010		735,294		367,647
2011		1,470,588		1,470,588
2012		1,470,588		1,470,588
2013		1,470,588		1,470,588
2014		1,470,588		1,470,588
Thereafter		17,647,060		17,647,060
Total	$	24,264,706	$	23,897,059

In May 2008, the Florida Legislature passed a law providing participants in the Program an opportunity to amend the terms of their surplus notes based on law changes. The new law contains methods for calculating compliance with the writing ratio requirements that are more favorable to UPCIC than prior law and the prior terms of the existing surplus note. On November 6, 2008, UPCIC and the SBA executed an addendum to the surplus note (“the addendum”) that reflects these law changes. The terms of the addendum were effective July 1, 2008. In addition to other less significant changes, the addendum modifies the definitions of Minimum Required Surplus, Minimum Writing Ratio, Surplus, and Gross Written Premium, respectively, as defined in the original surplus note.

Prior to the effective date of the addendum, UPCIC was in compliance with each of the loan’s covenants as implemented by rules promulgated by the SBA. UPCIC currently remains in compliance with each of the loan’s covenants as implemented by rules promulgated by the SBA. An event of default will occur under the surplus note, as amended, if UPCIC: (i) defaults in the payment of the surplus note; (ii) drops below a net written premium to surplus of 1:1 for three consecutive quarters beginning January 1, 2010 and drops below a gross written premium to surplus ratio of 3:1 for three consecutive quarters beginning January 1, 2010; (iii) fails to submit quarterly filings to the OIR; (iv) fails to maintain at least $50 million of surplus during the term of the surplus note, except for ~~certain~~certai n situations; (v) ~~m isuses~~misuses proceeds of the surplus note; (vi) makes any misrepresentations in the application for the program; (vii) pays any dividend when principal or interest payments are past due under the surplus note; or (viii) fails to maintain a level of surplus and reinsurance sufficient to cover in excess of UPCIC’s 1-in-100 year probable maximum loss as determined by a hurricane loss model accepted by the Florida Commission on Hurricane Loss Projection Methodology as certified by the OIR annually.

The original surplus note provided for increases in interest rates for failure to meet the Minimum Writing Ratio. Under the terms of the surplus note, as amended, the net written premium to surplus requirement and gross written premium to surplus requirement have been modified. As of ~~March 31,~~June 30, 2010, UPCIC’s net written premium to surplus ratio and gross written premium to surplus ratio were in excess of the required minimums and, therefore, UPCIC was not subject to increases in interest rates.

Finance Facility

In November 2007, the Company commenced offering premium finance services through Atlas Premium Finance Company, a wholly-owned subsidiary. To fund its operations, Atlas agreed to a Sale and Assignment Agreement with Flatiron Capital Corp., (“Flatiron”) a premier funding partner to the commercial property and casualty insurance industry owned by Wells Fargo Bank, N.A. The agreement provides for Atlas' sale of eligible premium finance receivables to Flatiron.

In September 2009, Atlas received notification that effective September 27, 2010 Flatiron will not be renewing the funding and servicing agreement with Atlas. Flatiron stated in the notice to Atlas that its business environment and goals had changed and it had made a strategic decision to exit this particular business activity. The Company is currently evaluating other types of finance services available to Atlas and does not believe this will have any material impact on the Company’s operations in 2010.

Interest Expense

Interest expense, comprised primarily of interest on the surplus note, was ~~$247,474~~$503,749 and ~~$139,778~~$337,537, respectively, for the six month periods ended June 30, 2010 and 2009 and $256,274 and $197,759 respectively, for the three-month periods ended ~~March 31,~~June 30, 2010 and ~~2009, respectively.~~2009.

7. Regulatory Requirements and Restrictions

UPCIC is subject to comprehensive regulation by the OIR. The Florida Insurance Code (the “Code”) requires that UPCIC maintain minimum statutory surplus of the greater of 10% of its total liabilities or $4,000,000. UPCIC is also required to adhere to prescribed premium-to-surplus ratios under the Code and to maintain approved securities on deposit with the state of Florida. UPCIC’s statutory surplus as of ~~March 31,~~June 30, 2010 is ~~$111,343,158,~~$106,714,632, which satisfies the minimum statutory surplus required under the Code.

The maximum amount of dividends which can be paid by Florida insurance companies without prior approval of the Florida Commissioner is subject to restrictions relating to statutory surplus. The maximum dividend that may be paid by UPCIC to the Company without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or 10.0% of statutory unassigned capital surplus as of the preceding year end. During the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, UPCIC did not pay dividends to the Company.

UPCIC is required annually to comply with the National Association of Insurance Commissioners (“NAIC”) Risk-Based Capital (“RBC”) requirements. RBC requirements prescribe a method of measuring the amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. NAIC’s RBC requirements are used by regulators to determine appropriate regulatory actions relating to insurers who show signs of weak or deteriorating condition. As of December 31, 2009, based on calculations using the appropriate NAIC RBC formula, UPCIC’s reported total adjusted capital was in excess of the requirements.

8. 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 UPCIC. During the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, the Company expensed claims adjusting fees of ~~$120,000~~$240,000 and ~~$90,000,~~$200,000, respectively, to Downes and Associates.

During the fourth quarter of 2009, the Company overpaid non-equity incentive plan compensation to the Chief Executive Officer and Chief Operating Officer in the amounts of $217,169 and $162,876, respectively. These amounts were repaid to the Company during February 2010.

9.	Income Tax Provision

Deferred income taxes as of ~~March 31,~~June 30, 2010 and December 31, 2009 represent the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The tax effects of temporary differences are as follows:

	As of June 30,			As of December 31,
	2010			2009
Deferred income tax assets:
Unearned premiums	$	9,462,377		$	6,023,587
Advanced premiums		1,155,654			1,266,152
Unpaid losses		1,869,068			1,836,061
Regulatory assessments		910,001			1,605,884
Executive compensation		-			181,992
Shareholder compensation		427,892			327,553
Stock option expense		3,214,001			3,037,961
Accrued wages		302,372			423,190
Allowance for uncollectible receivables		336,276			1,042,228
Additional tax basis of securities		153,220			140,878
Restricted stock grant		185,824			9,882
Net unrealized losses on investments		253,240			-
Other		-			3,876

Total deferred income tax assets		18,269,925			15,899,244

Deferred income tax liabilities:
Deferred policy acquisition costs, net		(5,416,659	)		(3,650,979	)
Net unrealized gains on investments		-			(353,976	)

Total deferred income tax liabilities		(5,416,659	)		(4,004,955	)

Net deferred income tax asset	$	12,853,266		$	11,894,289

As of March 31, As of December 31,
2010 2009
Deferred income tax assets:
Unearned premiums $ 5,963,264 $ 6,023,587
Advanced premiums 1,679,214 1,266,152
Unpaid losses 1,914,727 1,836,061
Regulatory assessments 1,426,564 1,605,884
Executive compensation - 181,992
Shareholder compensation 409,234 327,553
Stock option expense 2,948,017 3,037,961
Accrued wages 282,464 423,190
Allowance for uncollectible receivables 326,208 1,042,228
Additional tax basis of securities 119,610 140,878
Restricted stock grant 96,437 9,882
Unrealized losses on investments 1,678,547 -
Other - 3,876

Total deferred income tax assets 16,844,286 15,899,244

Deferred income tax liabilities:
Deferred policy acquisition costs, net (4,797,338 ) (3,650,979 )
Unrealized gains on investments - (353,976 )

Total deferred income tax liabilities (4,797,338 ) (4,004,955 )

Net deferred income tax asset $ 12,046,948 $ 11,894,289

A valuation allowance is deemed unnecessary as of ~~March 31,~~June 30, 2010 and December 31, 2009, respectively because management believes it is probable that the Company will generate substantial taxable income sufficient to realize the tax benefits associated with the net deferred income tax asset shown above in the near future.

Included in income tax is State of Florida income tax at a statutory tax rate of 5.5%.

The 2006 consolidated federal income tax return for Universal Insurance Holdings, Inc & Subsidiaries was examined by the Internal Revenue Service in 2009. The audit was completed and settled in October 2009 with no major issues. The combination of positive and negative adjustments resulted in an agreed upon assessment of $3,144 which was paid by the Company in January 2010.

The Company’s earliest open tax year for purposes of examination of its income tax liability due to taxing authorities is the year ended December 31, 2007.

10. Stockholders’ Equity

Cumulative Preferred Stock

During the ~~three~~six month period ended ~~March 31,~~June 30, 2010, preferred stockholders converted 950 shares of Series M Preferred Stock into 1,187 shares of Common Stock. During the ~~three~~six month period ended ~~March 31,~~June 30, 2009, preferred stockholders converted 30,000 shares of Series A Preferred Stock into 75,000 shares of Common Stock. As of ~~March 31,~~June 30, 2010 the Company had 19,950 and 87,740 shares of issued and outstanding Series A and Series M Preferred Stock, respectively.

Each share of Series A Preferred Stock is convertible by the Company into 2.5 shares of Common Stock, into an aggregate of 49,875 common shares. Each share of Series M Preferred Stock is convertible by the Company into 1.25 shares of Common Stock, into an aggregate of 110,863 common shares. The Series A Preferred Stock pays a cumulative dividend of $.25 per share per quarter.

Equity Compensation Plan

On October 13, 2009, the Company's Board of Directors approved, and recommended that the Company’s stockholders approve, the 2009 Omnibus Incentive Plan (“Incentive Plan”). On November 16, 2009, the Company’s stockholders approved the Incentive Plan by written consent.

An aggregate of 1,800,000 shares of the common stock, $0.01 par value per share (“Common Stock”) is reserved for issuance and available for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of Common Stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards. Awards under the Incentive Plan may be granted to employees, directors, consultants or other persons providing services to the Company or its affiliates. The Incentive Plan also provides for awards that are intended to qualify as “performance-based compensation” in order to preserve the deductibility of such compensation by the Company under Section ~~162(m)~~162( m) of the Internal Revenue Code. The Incentive Plan shall have a term of ten years expiring on November 16, 2019.

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Stock Options

Summaries of the option activity for the ~~three~~six month periods ended ~~March 31,~~June 30, 2010 and 2009 are presented below:

										Aggregate
				Option Price per Share						Intrinsic

	Number of Shares			Low		High		Weighted Avg.		Value

Outstanding January 1, 2010		6,345,000		$	0.50	$	6.50	$	3.21	$	17,888,900
Granted		1,620,000		$	4.87	$	5.84	$	5.08
Exercised		(2,230,000	)	$	0.70	$	3.90	$	1.49	$	10,423,300
Expired		-		$	-	$	-	$	-
Outstanding June 30, 2010		5,735,000		$	0.50	$	6.50	$	4.40	$	3,825,700

Outstanding January 1, 2009		6,650,000		$	0.50	$	6.50	$	3.15	$	3,795,250
Granted		-		$	-	$	-	$	-
Exercised		-		$	-	$	-	$	-
Expired		-		$	-	$	-	$	-
Outstanding June 30, 2009		6,650,000		$	0.50	$	6.50	$	3.15	$	14,766,500

Number Option Price per Share Intrinsic
of Shares Low High Weighted Avg. Value

Outstanding January 1, 2010 6,345,000 $ 0.50 $ 6.50 $ 3.21 $ 17,888,900
Granted 350,000 $ 5.84 $ 5.84 $ 5.84
Exercised (2,230,000 ) $ 0.70 $ 3.90 $ 1.49 $ 10,423,300
Expired - $ - $ - $ -
Outstanding March 31, 2010 4,465,000 $ 0.50 $ 6.50 $ 2.19 $ 6,060,900

Outstanding January 1, 2009 6,650,000 $ 0.50 $ 6.50 $ 3.15 $ 3,795,250
Granted - $ - $ - $ -
Exercised - $ - $ - $ -
Expired - $ - $ - $ -
Outstanding March 31, 2009 6,650,000 $ 0.50 $ 6.50 $ 3.15 $ 8,574,600

On February 2, 2010, the Company granted non-qualified stock options for an aggregate 350,000 shares of Common Stock to Sean P. Downes, the Company’s Chief Operating Officer and Senior Vice President in consideration for services rendered pursuant to terms of an employment agreement and to provide to Mr. Downes with a continued incentive to share in the success of the Company. The options have an exercise price of $5.84 and expire on February 2, 2015.

On May 19, 2010, the Company granted options to purchase an aggregate of 1,270,000 shares of common stock to the Company's directors (180,000 shares), executive officers (775,000 shares) and management (315,000 shares) of which 50% of the options ~~is $5.84; however,~~vested immediately and 50% are expected to vest on May 19, 2011. The options have an exercise price of $4.87 per share and expire on May 19, 2015. The options granted to Bradley I. Meier, the ~~options~~Company's President and Chief Executive and to Sean P. Downes, the Company's Chief Operating Officer and Senior Vice President, are only exercisable on such date or dates as the fair market value, ~~(as~~as defined in ~~their respective option agreements)~~2009 Omnibus Incentive Plan, of the ~~Company’s Common Stock~~Company's common stock is and has been at least ~~one hundred~~one-hundred fifty percent (150%) of the exercise price for the previous twenty (20) consecutive trading days.

~~No options to purchase shares of Common Stock were granted during the three month period ended March 31, 2009.~~

The Company estimated the fair value of all stock options awards as of the grant date by applying the Black-Scholes-Merton option pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the expected life of the option, stock price volatility, risk-free interest rate, dividend yield, exercise price, and forfeiture rate.

Of the 2,230,000 aggregate number of options exercised during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010, options to purchase 10,000 shares of Common Stock were settled in cash and 2,220,000 were cashless exercises in which the Company retained treasury shares as settlement of the optionees’ cost of exercise and required payroll taxes.

As of ~~March 31,~~June 30, 2010, there were ~~4,465,000~~5,735,000 options outstanding with an aggregate intrinsic value of ~~$6,060,900~~$3,825,700 and a weighted average remaining contractual life of ~~2.79~~3.06 years. Of the total number of options outstanding, ~~3,935,000~~4,760,000 options are fully vested and exercisable.

2224

As of ~~March 31,~~June 30, 2009, there were 6,650,000 options outstanding with an aggregate intrinsic value of ~~$8,574,600~~$14,766,500 and a weighted average remaining contractual life of ~~2.84~~2.59 years. Of the total number of options outstanding, ~~2,600,000~~4,330,000 options were fully vested and exercisable.

Common Stock

As of ~~March 31,~~June 30, 2010, the Company had 40,877,087 shares of issued Common Stock consisting of 1,711,054 treasury shares, and 39,166,033 shares outstanding.

The following table summarizes the activity relating to shares of the Company’s Common Stock during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010:

	Issued Shares	Treasury Shares	Shares Held in Trust	Outstanding Shares	Issued Shares	Treasury Shares	Shares Held in Trust	Outstanding Shares

Balance, January 1, 2010	40,214,883	(1,809,118)	(631,000)	37,774,765	40,214,883	(1,809,118)	(631,000)	37,774,765
Issued Shares	2,394	-		2,394	2,394	-	-	2,394
Options exercised	1,599,000	-	631,000	2,230,000	1,599,000	-	631,000	2,230,000
Shares applied to exercise price and payroll taxes:
Shares held in trust	-	(1,141,126)	-	(1,141,126)	-	(1,141,126)	-	(1,141,126)
Shares cancelled	(1,239,190)	1,239,190	-	-	(1,239,190)	1,239,190	-	-
Restricted stock grant	300,000	-		300,000	300,000	-	-	300,000

Balance, March 31, 2010	40,877,087	(1,711,054)	-	39,166,033
Balance, June 30, 2010					40,877,087	(1,711,054)	-	39,166,033

Restricted Stock Grants

Effective February 2, 2010, the Company issued 300,000 shares of restricted common stock at a price of $5.84 per share to Sean Downes, Senior Vice President, Chief Operating Officer and Director, in consideration for services rendered pursuant to terms of an employment agreement and to provide to Mr. Downes with a continued incentive to share in the success of the Company. The stock vests over a three-year period as follows: 100,000 shares each on the first, second and third anniversaries of the grant date. The Company recorded deferred compensation of $1,752,000 at the time the stock was issued and is amortizing that amount ratably over the vesting period.

The Company did not grant any shares of restricted stock during the three-month period ended ~~March 31, 2009.~~June 30, 2010.

Unless otherwise specified, such as in the case of the exercise of stock options or warrants, the per share prices were determined using the closing price of the Company’s Common Stock as quoted on the NYSE Amex, and the shares were issued in private transactions pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Income Tax Benefit

The Company realized actual income tax benefits from the tax deductible expense relating to the exercise of stock options and the vesting of restricted stock totaling ~~$4,020,788,~~$4,020,789, and $0 during the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, respectively.

Dividends Declared

During the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, the Company declared dividends on its outstanding shares of Common Stock to its shareholders of record as follows:

For the three month period ended March 31, 2010 For the three month period ended March 31, 2009
Per Share Aggregate Per Share Aggregate
Amount Amount Amount Amount
$ 0.12 $ 4,699,926 $ 0.22 $ 8,268,278

	For the six-month period ended				For the six-month period ended
	June 30, 2010				June 30, 2009
	Per Share		Aggregate		Per Share		Aggregate
	Amount		Amount		Amount		Amount
First Quarter	$	0.12	$	4,699,926	$	0.22	$	8,268,278
Second Quarter	$	0.10	$	3,916,724	$	0.12	$	4,516,461

Stock Grantor Trust

On April 3, 2000, the Company established the Universal Insurance Holdings, Inc. Stock Grantor Trust (“SGT”) to fund its obligations arising from its various stock option agreements. The Company funded the SGT with 2,900,000 shares of Common Stock. In exchange, the SGT delivered $29,000 and a promissory note to the Company for approximately $2,320,000 which together represented the purchase price of the shares. Amounts owed by the SGT to the Company are repaid by cash received by the SGT, which results in the SGT releasing shares to satisfy Company obligations for stock options. The assets of the SGT are subject to the claims of the Company’s general creditors under federal and state law. The Company’s consolidated financial ~~statements~~statemen ts include the ~~acco unts~~accounts of the SGT. Dividends paid by the Company and received by the SGT on shares of Common Stock held in trust are eliminated in consolidation and shown net in the Consolidated Financial Statements.

The agreement governing the operation of the SGT provides that the SGT shall terminate upon the upon the later of the date that (i) all shares of Common Stock available for issuance under the SGT have been distributed or (ii) the promissory note is paid in full. The promissory note was paid in full on March 15, 2010, and promptly thereafter all shares of Common Stock remaining in the SGT were distributed to holders of Company options in satisfaction of the Company’s obligations under certain of its stock option agreements. The SGT was terminated upon this final distribution of shares of Common Stock from the SGT, and as of March 31, 2010, the SGT did not hold any shares of Common Stock.

Stock Issuances - other than compensatory

On March 29, 2010, preferred stockholders converted 950 shares of Series M Preferred Stock into 1,187 shares of Common ~~Stock~~Stock.

On March 9, 2009, preferred stockholders converted 30,000 shares of Series A Preferred Stock into 75,000 shares of Common Stock.

11. Commitments and Contingencies

Employment Agreements and Potential Payments Upon Termination Of Employment

The Company has employment agreements with its three executive officers that provide for certain payments to the executives upon termination of employment or a change in control. The Company reported the terms of these provisions in its proxy statement.

Operating Leases

The Company has leases for certain computer equipment, software and office space. The Company reported in its Annual Report on Form 10-K for the year ended December 31, 2009 a schedule of future minimum rental payments required under the non-cancelable operating leases. ~~There have been no material changes in the amount of future payments as of March 31, 2010.~~

12. Litigation

Certain lawsuits have been filed against the Company. In the opinion of management, none of these lawsuits is material and they are all adequately reserved for or covered by insurance or, if not so covered, are without merit or involve such amounts that if disposed of unfavorably would not have a material adverse effect on the Company’s financial position or results of operations.

13. Earnings Per Share

Basic earnings per share (“EPS”) is based on the weighted average number of shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution that could occur if securities to issue common stock were exercised.

The following table reconciles the numerator (i.e., income) and denominator (i.e., shares) of the basic and diluted earnings per share computations for net income for the ~~three-months~~six-month and three-month periods ended ~~March 31,~~June 30, 2010 and 2009.

	Three Months Ended							Three Months Ended								Six Months Ended								Six Months Ended
	March 31, 2010							March 31, 2009								June 30, 2010								June 30, 2009
	Income Available to Common Stockholders			Shares		Per-Share Amount		Income Available to Common Stockholders			Shares		Per-Share Amount			Income Available to Common Stockholders			Shares		Per-Share Amount			Income Available to Common Stockholders			Shares		Per-Share Amount

Net income	$	8,306,969						$	12,437,830							$	17,710,978							$	20,076,388
Less: preferred stocks dividends		(4,988	)						(10,654	)							(9,975	)							(17,475	)
Income available to common stockholders	$	8,301,981			38,889,176	$	0.21	$	12,427,176			37,561,341	$	0.33		$	17,701,003			39,028,976	$	0.45		$	20,058,913			37,589,412	$	0.53

Effect of dilutive securities:

Stock options and warrants		0			1,384,168		-		0			2,144,017		(0.02	)		-			1,251,676		(0.01	)		-			2,447,903		(0.03	)
Preferred stock		4,988			160,698		-		10,654			216,571		-			9,975			160,121		0.00			17,475			188,500		0.00
Income available to common stockholders and assumed conversion	$	8,306,969			40,434,042	$	0.21	$	12,437,830			39,921,929	$	0.31		$	17,710,978			40,440,773	$	0.44		$	20,076,388			40,225,815	$	0.50

	Three Months Ended							Three Months Ended
	June 30, 2010							June 30, 2009
	Income Available to Common Stockholders			Shares		Per-Share Amount		Income Available to Common Stockholders			Shares		Per-Share Amount

Net income	$	10,766,730						$	7,638,558
Less: preferred stocks dividends		(4,988	)						(6,821	)
Income available to common stockholders	$	10,761,742			39,167,241	$	0.27	$	7,631,737			37,617,174	$	0.20

Effect of dilutive securities:
Stock options and warrants		0			1,119,184		-		-			2,751,790		(0.01	)
Preferred stock		4,988			159,550		-		6,821			160,738		-
Income available to common stockholders and assumed conversion	$	10,766,730			40,445,975	$	0.27	$	7,638,558			40,529,702	$	0.19

14. Other Comprehensive Income

The components of other comprehensive income on a pre-tax and after-tax basis for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009 are as follows:

	For the Six Months									For the Six Months
	Ended June 30, 2010									Ended June 30, 2009
	Pretax			Tax			After-tax			Pretax		Tax			After-tax

Unrealized (losses) gains, on investments,
net, arising during the periods	$	4,979,278		$	(1,920,756	)	$	3,058,522		$	14,975,697	$	(5,810,036	)	$	9,165,661
Less: reclassification adjustments of															��
realized gains on investments		8,152,024			(3,144,643	)		5,007,381			1,452,609		(560,344	)		892,265
Plus: Other-than-temporary impairment
of investments		(2,407,680	)		928,763			(1,478,917	)		-		-			-
Less: reclassification adjustments of
foreign currency gains on investments		809,050			(312,091	)		496,959			72,316		(27,896	)		44,420

Change in net unrealized gains
on investments		(1,574,116	)		607,215			(966,901	)		13,450,772		(5,221,796	)		8,228,976

Other comprehensive (loss) income	$	(1,574,116	)	$	607,215		$	(966,901	)	$	13,450,772	$	(5,221,796	)	$	8,228,976

2528

	For the Three Months									For the Three Months									For the Three Months							For the Three Months
	Ended March 31, 2010									Ended March 31, 2009									Ended June 30, 2010							Ended June 30, 2009
	Pretax			Tax			After-tax			Pretax			Tax			After-tax			Pretax		Tax			After-tax		Pretax		Tax			After-tax

Unrealized (losses) gains, on investments,
net, arising during the periods	$	(890,053	)	$	343,338		$	(546,715	)	$	5,235,227		$	(2,003,894	)	$	3,231,333		$	5,869,330	$	(2,264,094	)	$	3,605,236	$	9,740,470	$	(3,806,142	)	$	5,934,328
Less: reclassification adjustments of
realized gains on investments		3,694,717			(1,425,237	)		2,269,480			1,111,333			(428,697	)		682,636			4,457,307		(1,719,406	)		2,737,901		341,276		(131,647	)		209,629
Less: reclassification adjustments of
foreign currency gains on investments		684,247			(263,948	)		420,299			(12,119	)		4,675			(7,444	)		124,803		(48,143	)		76,660		84,435		(32,571	)		51,864

Change in net unrealized gains
on investments		(5,269,017	)		2,032,523			(3,236,494	)		4,136,013			(1,579,872	)		2,556,141			1,287,220		(496,545	)		790,675		9,314,759		(3,641,924	)		5,672,835

Other comprehensive (loss) income	$	(5,269,017	)	$	2,032,523		$	(3,236,494	)	$	4,136,013		$	(1,579,872	)	$	2,556,141		$	1,287,220	$	(496,545	)	$	790,675	$	9,314,759	$	(3,641,924	)	$	5,672,835

15. Subsequent Events

The Company performed an evaluation of subsequent events through the date the financial statements were issued and determined there were no recognized or unrecognized subsequent events that would require an adjustment or additional disclosure in the condensed consolidated financial statements as of ~~March 31, 2010 except for the following.~~June 30, 2010.

On April 30, 2010, The Company purchased a 9,000 square foot building shell for $999,800 located in Fort Lauderdale, Florida contiguous to its existing home office that it intends to use as additional home office space. The Company plans on occupying the building by the first quarter of 2011. The Company believes that the new building will be suitable for its intended use and adequate to meet the Company’s current and future needs. The building will be 100% utilized by the Company. The building is currently unoccupied. There is no mortgage or lease arrangement. The building is adequately covered by insurance.

16. Fair Value Disclosure

Financial assets and financial liabilities recorded on the condensed consolidated Balance Sheets at fair value as of ~~March 31,~~June 30, 2010 are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:

Level 1:		Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.

Level 2:		Financial assets and financial liabilities whose values are based on inputs that utilize other than quoted prices included in Level I that are observable for similar assets, or unobservable inputs that are corroborated by market data.

Level 3:		Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect the Company's estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement

in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.

The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2010 and December 31, 2009, respectively, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

	Fair Value Measurements								Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

	As of March 31, 2010								As of June 30, 2010
US government obligations and agencies	$	56,889,863	$	-	$	-	$	56,889,863	$	50,111,815	$	-	$	-	$	50,111,815
Foreign obligations		9,478,937		-		-		9,478,937		10,335,895		-		-		10,335,895
Equity securities		66,087,564		-		-		66,087,564		77,477,064		-		-		77,477,064

Total invested assets	$	132,456,364	$	-	$	-	$	132,456,364	$	137,924,774	$	-	$	-	$	137,924,774


	As of December 31, 2009								As of December 31, 2009
US government obligations and agencies	$	41,389,008	$	-	$	-	$	41,389,008	$	41,389,008	$	-	$	-	$	41,389,008
Equity securities		73,408,002		-		-		73,408,002		73,408,002		-		-		73,408,002

Total invested assets	$	114,797,010	$	-	$	-	$	114,797,010	$	114,797,010	$	-	$	-	$	114,797,010

The fair value of the securities determined to be Level I inputs are derived from readily available market prices.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis by management of the Company’s condensed consolidated financial condition and results of operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and Notes thereto.

Forward-Looking Statements

Certain statements made by the Company’s management may be considered to be “forward-looking statements” within the meaning of the Private Securities Reform Litigation Act of 1995. Forward-looking statements are based on various factors and assumptions that include known and unknown risks and uncertainties. The words “believe,” “expect,” “anticipate,” and “project,” and similar expressions, identify forward-looking statements, which speak only as of the date the statement was made. Such statements may include, but not be limited to, projections of revenues, income or loss, expenses, plans, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described in forward-looking statements as a result of the risks set forth in the following discussion and in the section below entitled “Factors Affecting Operation Results and Market Price of Stock,” among others.

Restatement of Condensed Consolidated Financial Statements – March 31, 2010

Subsequent to filing its Quarterly Report on Form 10-Q on May 10, 2010, for the quarter ended March 31, 2010, the Company determined that its investment in common stock of Direxion Daily Large Cap Bear 3X Shares (ticker symbol “BGZ”) that was in an unrealized loss position at the end of the Company’s first quarter should have been recorded as an OTTI as a result of a subsequent sale of a portion of the investment, resulting in a loss. Therefore, the Company recorded an OTTI charge of $2,407,680 and restated its financial statements on Form 10-Q/A for the quarter ended March 31, 2010.

Overview

The Company was originally organized as Universal Heights, Inc. in 1990. The Company changed its name to Universal Insurance Holdings, Inc. on January 12, 2001. In April 1997, the Company organized

its subsidiary UPCIC as part of its strategy to take advantage of what management believed to be profitable business and growth opportunities in the marketplace. UPCIC was formed to participate in the transfer of homeowners’ insurance policies from the JUA. UPCIC’s application to become a Florida licensed property and casualty insurance company was filed with the OIR on May 14, 1997 and approved on October 29, 1997. UPCIC’s proposal to begin operations through the acquisition of homeowners’ insurance policies issued by the JUA was approved by the JUA on May 21, 1997, subject to certain minimum capitalization and other requirements.

The Company has since evolved into a vertically integrated insurance holding company, which through its various subsidiaries, covers substantially all aspects of insurance underwriting, distribution and claims processing. The Company’s primary product is homeowners’ insurance. The Company’s criteria for selecting insurance policies includes, but is not limited to, the use of specific policy forms, coverage amounts on buildings and contents and required compliance with local building codes. Also, to improve underwriting and manage risk, the Company utilizes standard industry modeling techniques for hurricane and windstorm exposure. UPCIC’s portfolio as of ~~March 31,~~June 30, 2010 includes approximately ~~534,000~~566,000 policies with coverage for wind risks and 10,000 ~~policies~~pol icies without wind risks. The average premium for a policy with wind coverage is approximately ~~$1080~~$1130 and the average premium for a policy without wind coverage is approximately ~~$485.~~$510. UPCIC had in-force premiums of approximately ~~$581.6~~$633.8 million as of ~~March 31,~~June 30, 2010.

The OIR requires applicants to have a minimum capitalization of $5.0 million to be eligible to operate as an insurance company in the State of Florida. Upon being issued an insurance license, companies must maintain capitalization of the greater of ten percent of the insurer’s total liabilities or $4.0 million. If an insurance company’s capitalization falls below the minimum requirements, then the company will be deemed out of compliance with OIR requirements, which could result in revocation of the participant’s license to operate as an insurance company in the State of Florida. UPCIC’s statutory capital and surplus was ~~$111,343,158~~$106,714,632 at ~~March 31,~~June 30, 2010 and exceeded the minimum capital and surplus requirements. UPCIC is also required to adhere to ~~prescribed premium-to-ca pital~~prescr ibed premium-to-capital surplus ratios.

The Company has continued to implement its plan to become a financial services company and, through its wholly-owned insurance subsidiaries, has sought to position itself to take advantage of what management believes to be profitable business and growth opportunities in the marketplace.

In an effort to further grow its insurance operations, in 1998 the Company began to solicit business actively in the open market. Through renewal of JUA business combined with business solicited in the market through independent agents, UPCIC was servicing approximately ~~544,000~~566,000 homeowners’ and dwelling fire insurance policies as of ~~March 31,~~June 30, 2010. To improve underwriting and manage risk, the Company utilizes standard industry modeling techniques for hurricane and windstorm exposure. To diversify UPCIC’s product lines, UPCIC underwrites inland marine policies. In February 2008, UPCIC filed a request with the National Flood Insurance Program (“NFIP”) to become authorized to write and service flood insurance policies under the WYO Program. The Company did not immediately ~~pursue~~purs ue opportunities ~~t o~~to transact flood insurance as the NFIP considered changes to its policy administration and reporting systems. However, the Company recently has resumed its evaluation of these requirements.

Management may consider underwriting other types of policies in the future. Any such program will require OIR approval. See Item 2 below, Competition under “Factors Affecting Operating Results and Market Price of Stock” for a discussion of the material conditions and uncertainties that may affect UPCIC’s ability to obtain additional policies.

UPCIC applied for expansion to write homeowners’ insurance policies in four additional states. Those states are Hawaii, Georgia, South Carolina and North Carolina. On July 16, 2008, August 18, 2008, September 30, 2008, and January 29, 2009, UPCIC was licensed to transact insurance business within the

States of South Carolina, Hawaii, North Carolina, and Georgia, respectively. The State of North Carolina Department of Insurance has restricted UPCIC to writing no more than $12.0 million of direct premiums in each of the first two full calendar years after which such restriction may be lifted. UPCIC commenced writing homeowners policies in South Carolina in 2008 and North Carolina and Hawaii in 2009. During the three-month periods ended ~~March 31,~~June 30, 2010 and 2009, direct written ~~premiums~~premiu ms in these states aggregated approximately ~~$2.0~~$3.5 million and ~~$335,000,~~$1.4 million, respectively. ~~In addition, UPCIC has filed to offer flood insurance through the NFIP and continues to evaluate policy administration requirements for the program in light of expected updates.~~

On March 5, 2010, the Company's Board of Directors approved the Company's plans for UPCIC to apply for expansion in five additional states including Maryland, Massachusetts, New Jersey, New York, and Virginia. There is no assurance that the Company will be successful in obtaining these licenses and no prediction of when, if licensed, the Company will commence operations in any of these states.

The Company expects that premiums from policy renewals and new business will be sufficient to meet the Company’s working capital requirements beyond the next twelve months.

The Company joined the Russell 3000® Index on June 26, 2009. According to publicly available information provided on Russell’s Web site, annual reconstitution of Russell’s U.S. indices captures the 3,000 largest U.S. stocks as of the end of May, ranking them by total market capitalization. Membership in the Russell 3000, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000® Index or small-cap Russell 2000® Index as well as the appropriate growth and value style indices. Russell determines membership for its equity indices primarily by objective, market-capitalization rankings and style attributes. Russell indices are widely used by investment managers and institutional investors for index funds and as ~~benchmarks~~benchm arks for both ~~passi ve~~passive and active investment strategies. The Company believes that its inclusion in the Russell 3000® Index will lead to additional visibility in the investment community.

Critical Accounting Policies and Estimates

Management has reassessed the critical accounting policies as disclosed in the Company’s 2009 Annual Report on Form 10-K and determined that no changes, additions or deletions are needed to the policies as disclosed. Also there were no significant changes in the Company’s estimates associated with those policies.

The Company’s financial statements are combined with those of its subsidiaries and are presented on a consolidated basis in accordance with GAAP. UPCIC makes estimates and assumptions that can have a significant effect on amounts and disclosures reported in the Company’s financial statements. The most significant estimate relates to the liabilities for property and casualty insurance unpaid losses and loss adjustment expenses. While the Company believes the estimates are appropriate, the ultimate amounts

may differ from the estimates provided. The Company reviews these estimates on, at least, a quarterly basis and reflects any adjustment considered necessary in its current results of operations.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements during the ~~three~~six month period ended ~~March 31,~~June 30, 2010.

Related Parties

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 UPCIC. During the ~~three~~six month periods ended ~~March 31,~~June 30, 2010 and 2009, the Company expensed claims adjusting fees of ~~$120,000~~$240,000 and ~~$90,000,~~$200,000, respectively, to Downes and Associates.

Analysis of Financial Condition - As of ~~March 31,~~June 30, 2010 Compared to December 31, 2009

The source of liquidity for possible claim payments consists of the collection of net premiums after deductions for expenses, reinsurance recoverables and short-term loans. The Company held cash and cash equivalents at ~~March 31,~~June 30, 2010 and December 31, 2009 of ~~$228,541,314~~$262,444,768 and $192,924,291, respectively.

The Company believes that premiums will be sufficient to meet the Company’s working capital requirements for at least the next twelve months. The Company’s policy is to invest amounts considered to be in excess of current working capital requirements.

The Company used cash and cash equivalents to increase its aggregate fixed maturities and equity securities to ~~$132,456,364~~$137,924,774 as of ~~March 31,~~June 30, 2010 from $114,797,010 as of December 31, 2009 in order to more conservatively limit its exposure to the volatility in the current banking environment.

The following table summarizes, by type, the carrying values of the Company’s investments:

	As of March 31,		As of December 31,		As of June 30,		As of December 31,
Type of Investment	2010		2009		2010		2009
Cash and cash equivalents	$	228,541,314	$	192,924,291	$	262,444,768	$	192,924,291
Fixed maturities, available for sale		66,368,800		41,389,008		60,447,710		41,389,008
Equity securities, available for sale		66,087,564		73,408,002		77,477,064		73,408,002
Real estate, net		3,293,582		3,289,893		4,335,589		3,289,893

Total Investments	$	364,291,260	$	311,011,194	$	404,705,131	$	311,011,194

The Company’s liability for Reinsurance Payable increased ~~$16,103,884~~$13,710,463 to ~~$89,208,479~~86,815,058 during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from $73,104,595 as of year-end 2009, primarily due to the timing of settlements with reinsurers.

As of ~~March 31,~~June 30, 2010, the Company had federal and state income taxes recoverable of ~~$3,971,565~~$0 and $3,211,874 respectively.

Results of Operations ~~- Three~~– Six Months Ended ~~March 31,~~June 30, 2010 Compared to ~~Three~~Six Months Ended ~~March 31,~~June 30, 2009

The Company’s operating results for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 continued to be adversely affected by broader conditions in the Florida residential insurance market. The Florida ~~Legislature~~legislature expanded the reimbursement coverage available from the Florida Hurricane Catastrophe Fund ~~(FHCF)~~ in 2007, and required residential insurers in Florida to reduce rates based upon presumptive ~~cost~~costs savings as calculated by the Florida Office of Insurance Regulation (OIR) and later based upon a true-up filing using ~~company specific~~their own data. In 2007, the Florida Financial Services Commission increased then-existing ~~premium~~ discounts available for homes ~~possessing~~built with certain windstorm loss reduction devices. We believe these cumulative discounts result in premium reductions that are greater than the ~~estimat ed~~estimated reductions in losses.

The Company’s operating results for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 were also influenced by legislative enactments relating to claims payments. Following the 2004 and 2005 hurricane seasons, the Florida legislature required all insurers issuing replacement cost policies to pay the full replacement cost of damaged properties without deducting depreciation whether or not the insureds repaired or replaced the damaged property. Under prior law, insurers would pay the depreciated amount of the property until insureds commenced repairs or replacement. The new law has led to an increase in disagreements regarding the scope of damage and has resulted in ~~insureds’ receiving claim payments irrespective of actually~~insureds not repairing ~~the~~ damage. Although UPCIC seeks to diligently review ~~c laims~~claims and promptly pay meritorious ~~amounts,~~amount s, the Company’s operating results may be affected by a claims environment in Florida that produces opportunities for fraudulent or overstated claims.

The ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 saw continued growth in policy count for UPCIC, the Company’s wholly-owned regulated insurance subsidiary. The increase in the number of policies in-force continued to be the result of heightened relationships with existing agents, an increase in the number of new agents, ~~a new web-based policy administration system,~~ and ~~the disruption~~continued expansion within Florida and in ~~the marketplace following the windstorm catastrophes in 2004~~South Carolina, North Carolina, and ~~2005.~~Hawaii.

Despite growth in the number of policies in-force during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010, the Company experienced a decrease in net income in the current period primarily as a result of the effects of state mandated rate reductions and discounts, increased general and ~~increased~~administrative expenses, and higher losses and loss adjustment expenses incurred.

In January 2007, the Florida Legislature passed a law designed to reduce residential catastrophe reinsurance costs and requiring insurance companies to offer corresponding rate reductions to policyholders. The new law expanded the amount of reinsurance available from the FHCF, which is a state-run entity providing hurricane reinsurance to residential insurers at premiums less than the private reinsurance market. The Legislature intended for the new law to reduce residential insurers’ reinsurance costs by allowing them to directly replace some of their private market reinsurance with less costly FHCF reinsurance.

Florida’s Legislature also has implemented strategies to improve the ability of residential structures to withstand hurricanes. New construction must meet stronger building codes, and existing homes are eligible for an inspection program that allows homeowners to determine how their homes may be upgraded to mitigate storm damage. An increasing number of insureds have qualified for insurance premium discounts as new homes were built and existing homes retrofitted. These premium discounts result from homes’ supposed reduced vulnerability to hurricane losses due to the mitigation efforts, which UPCIC takes into account in its underwriting and profitability models.

~~During the recently concluded legislative session,~~The Florida legislature considered several issues ~~significantly~~ affecting the Florida property insurance market ~~were addressed. These issues included~~during the 2010 legislative session, including mitigation credits, public adjusters, sinkhole claims and replacement cost methodology. ~~The main property~~However, the Governor vetoed the bill that was passed contains a provision that will allow an insurer to submit as a base rate adjustment the amount by which the aggregate mitigation discounts produce a loss in revenue exceeding the aggregate expected loss reductions. Other provisionscontained most of the ~~bill deal with~~significant property insurance reforms. The legislature subsequently announced that its staff will conduct interim studies on sinkhole claims, alternatives to reinsurance, and public adjusters ~~claim payments on dwellings and rate filing procedures. The bill currently awaits~~in anticipation of the ~~Governor’s action to see if it becomes law.~~2011 legislative session.

Net income decreased ~~33.2%~~11.8% to ~~$8,306,969~~$17,710,978 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$12,437,830~~$20,076,388 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The Company’s earnings per diluted share were ~~$0.21~~$0.44 for the 2010 period versus ~~$0.31~~$0.50 in the same period last year. ~~Even though~~Although there was an increase in the number of homeowners' and dwelling fire insurance policies serviced by the Company and increases in gross premiums written ~~and earned~~ during the ~~three-month~~six-month period ending ~~March 31,~~June 30, 2010, the Company experienced a decrease in net income during this period primarily ~~due to increases in ceded premiums earned~~as a result of the effects of state mandated rate reductions and discounts, increased general and administrative expenses, and higher losses and loss adjustment expenses incurred, ~~as described below, net of~~which were mitigated by increased realized gains ~~on sales~~ of investments.

Gross premiums written increased ~~10.3%~~21.9% to ~~$160,099,645~~$368,119,332 during the ~~three-month~~six-month period ending ~~March 31,~~June 30, 2010 from ~~$145,212,145~~$301,984,289 in the same period of 2009. As of ~~March 31,~~June 30, 2010 and December 31, 2009, UPCIC was servicing approximately ~~544,000~~566,000 and 541,000, respectively, homeowners’ and dwelling fire insurance policies with in-force premiums of approximately ~~$581,600,000~~$633,840,000 and $567,100,000, respectively.

Net premiums earned decreased ~~11.8%~~0.6% to ~~$33,313,563~~$74,674,350 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$37,757,652~~$75,134,390 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The decrease is due to an increase in direct premiums earned, offset by the higher volume of premium discounts in response to a state-required wind mitigation discount program available to policyholders, and an increase in ceded earned premium due to increased reinsurance costs and coverages.

Net investment income decreased ~~40.6%~~61.2% to ~~$192,953~~$310,571 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$324,589~~$798,482 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. Net investment income is comprised primarily of interest and dividends. The decrease is primarily due to ~~a change~~changes in the composition of the Company’s investment ~~portfolio during the three-month period ended March 31, 2010.~~portfolio.

Realized gains on investments, net of OTTI of investments, increased ~~232.5%~~295.5% to ~~$3,694,717~~$5,744,344 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$1,111,333~~$1,452,609 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The increase is due to the expansion of the Company’s investment portfolio into equity securities and the related sales of certain of these securities.

Commission revenue increased ~~17.4%~~14.5% to ~~$8,737,871~~$17,521,298 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$7,444,849~~$15,307,618 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. Commission revenue is comprised principally of the managing general agent’s policy fee income and service fee income on all new and renewal insurance policies, reinsurance commission sharing agreements, and commissions generated from agency operations. The increase is primarily attributable to aan increase in reinsurance commission sharing of approximately ~~$1,261,000,~~$1,666,493, and an increase in managing general agent’s policy fee income of approximately ~~$31,000.~~$546,270.

Other revenue decreased ~~32.1%~~30.4% to ~~$1,004,253~~$2,020,332 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$1,479,377~~$2,901,730 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The decrease is primarily due to a decline in the volume of payment plans used by UPCIC’s policyholders.

Net losses and LAE increased ~~15.8%~~7.9% to ~~$23,651,712~~$48,486,605 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$20,420,664~~$44,926,823 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The net loss and LAE ratios, or net

losses and LAE as a percentage of net earned premiums, were ~~71.0%~~64.9% and ~~54.1%~~59.8% during the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, respectively, and were comprised of the following components:

	Three months ended March 31, 2010									Six months ended June 30, 2010
	Direct			Ceded			Net			Direct		Ceded		Net
Loss and loss adjustment expenses	$	46,679,867		$	23,028,155		$	23,651,712		$	97,025,344	$	48,538,739	$	48,486,605
Premiums earned	$	140,153,178		$	106,839,615		$	33,313,563		$	290,754,177	$	216,079,827	$	74,674,350
Loss & LAE ratios		33.3	%		21.6	%		71.0	%		33.4%		22.5%		64.9%

	Three months ended March 31, 2009
	Direct			Ceded			Net			Six months ended June 30, 2009
										Direct		Ceded		Net
Loss and loss adjustment expenses	$	41,324,392		$	20,903,728		$	20,420,664		$	90,929,142	$	46,002,319	$	44,926,823
Premiums earned	$	128,292,195		$	90,534,543		$	37,757,652		$	262,398,307	$	187,263,917	$	75,134,390
Loss & LAE ratios		32.2	%		23.1	%		54.1	%		34.7%		24.6%		59.8%

The direct loss and LAE ratio for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 was ~~33.3%~~33.4% compared to ~~32.2%~~34.7% for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The ~~increase~~decrease in the direct loss and LAE ratio is attributable to ~~the increase in direct loss and LAE incurred outpacing~~ the increase in direct earned premium in the 2010 period.

Total direct premiums earned increased ~~9.2%~~10.8% in the ~~three-month~~six-month 2010 period compared to the same period in 2009. As of ~~March 31,~~June 30, 2010, UPCIC was servicing approximately ~~544,000~~566,000 homeowners’ and dwelling fire insurance policies with in-force premiums of approximately ~~$581,600,000,~~$633,840,000, an average of ~~$893~~$922 per dwelling fire policy, ~~$1,933~~$2,000 per homeowners policy and ~~$536~~$562 per condominium/renters policy. The comparable average in-force premiums as of ~~March 31,~~June 30, 2009 were ~~$860, $1,818~~$854, $1,829 and ~~$539,~~$528, respectively.

The ceded loss and LAE ratio for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 was ~~21.6%~~22.5% compared to ~~23.1%~~24.6% for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The ceded loss and LAE ratio was influenced by greater direct incurred loss and LAE ceded under the Company’s quota share reinsurance treaty and higher total reinsurance costs in the 2010 period compared to the 2009 period.

Catastrophes are an inherent risk of the property-liability insurance business which may contribute to material year-to-year fluctuations in UPCIC’s and the Company’s results of operations and financial position. During the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, respectively, neither UPCIC nor the Company experienced any catastrophic events. The level of catastrophe loss experienced in any year cannot be predicted and could be material to the results of operations and financial position of UPCIC and the Company. While management believes UPCIC’s and the Company’s catastrophe management strategies will reduce the severity of future losses, UPCIC and the Company continue to be exposed to catastrophic losses, including catastrophic losses that may exceed the limits of the Company’s reinsurance ~~pro gram.~~program.

General and administrative expenses increased ~~38.1%~~30.2% to ~~$10,377,818~~$23,577,980 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$7,515,228~~$18,114,424 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The increase in general and administrative expenses was primarily attributable to ~~lower~~increases in commissions on direct premiums, ceding commissions, ~~a reduction in the amount recouped from policyholders relative~~and insurance premium taxes, all of which are attributable to ~~assessments by FIGA, and~~ an increase in ~~commissions paid or accrued to agents on~~ direct written premiums. ~~The increase was~~These increased expenses were partially offset by the increased deferral of policy acquisition costs.

Federal and state income taxes decreased ~~31.7%~~9.9% to ~~$5,291,105~~$11,304,383 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010 from ~~$7,744,078~~$12,549,510 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. Federal and state income taxes were ~~38.9%~~39.0% of pretax income for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010, and ~~38.4%~~38.5% for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The decrease is primarily due to lower income before income taxes.

Results of Operations - Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009

Net income increased 41.0% to $10,766,730 for the three-month period ended June 30, 2010 from $7,638,558 for the three-month period ended June 30, 2009. The Company’s earnings per diluted share were $0.27 for the 2010 period versus $0.19 in the same period last year. The increases were primarily attributable to growth in net premiums earned and higher realized gains on investments, but were mitigated by state-mandated wind mitigation credits and increased general and administrative expenses.

Direct premiums written increased 32.7% to $208,019,687 during the three-month period ending June 30, 2010 from $156,772,144 in the same period of 2009. As of June 30, 2010 and December 31, 2009, UPCIC was servicing approximately 566,000 and 541,000 homeowners’ and dwelling fire insurance policies, respectively, with in-force premiums of approximately $633,840,000 and $567,100,000, respectively.

Net premiums earned increased 10.7% to $41,360,787 for the three-month period ended June 30, 2010 from $37,376,739 for the three-month period ended June 30, 2009. The increase is due to an increase in direct premiums earned, net of higher volume of premium discounts in response to a state-required wind mitigation discount program available to policyholders. The higher volume of state-required wind mitigation premium discounts had a significant negative effect on the Company’s premium volume and net income.

Net investment income decreased 74.5% to $117,619 for the three-month period ended June 30, 2010 from $461,773 for the three-month period ended June 30, 2009. Net investment income is comprised primarily of interest and dividends. The decrease is primarily due to a change in the composition of the Company’s investment portfolio during the three-month period ended June 30, 2009.

Realized gains on investments increased 1306.1% to $4,457,307 for the three-month period ended June 30, 2010 from $341,276 for the three-month period ended June 30, 2009. The increase is due to the expansion of the Company’s investment portfolio into equity securities and the related sales of certain of these securities.

Commission revenue increased 11.7% to $8,783,428 for the three-month period ended June 30, 2010 from $7,862,769 for the three-month period ended June 30, 2009. Commission revenue is comprised principally of the managing general agent’s policy fee income and service fee income on all new and renewal insurance policies, reinsurance commission sharing agreements, and commissions generated from agency operations. The increase is primarily attributable to an increase in reinsurance commission sharing of approximately $406,000, and an increase in managing general agent’s policy fee income of approximately $515,000.

Other revenue decreased 28.6% to $1,016,078 for the three-month period ended June 30, 2010 from $1,422,353 for the three-month period ended June 30, 2009. The decrease is primarily due to a decline in the volume of payment plans used by UPCIC policy holders.

Net losses and LAE increased 1.3% to $24,834,892 for the three-month period ended June 30, 2010 from $24,506,160 for the three-month period ended June 30, 2009. The net loss and LAE ratios, or net losses and LAE as a percentage of net earned premiums, were 60.0% and 65.6% during the three-month periods ended June 30, 2010 and 2009, respectively, and were comprised of the following components:

	Three months ended June 30, 2010
	Direct		Ceded		Net
Loss and loss adjustment expenses	$	50,345,476	$	25,510,583	$	24,834,892
Premiums earned	$	150,600,999	$	109,240,212	$	41,360,787
Loss & LAE ratios		33.4%		23.4%		60.0%


	Three months ended June 30, 2009
	Direct		Ceded		Net
Loss and loss adjustment expenses	$	49,604,750	$	25,098,591	$	24,506,159
Premiums earned	$	134,106,112	$	96,729,374	$	37,376,738
Loss & LAE ratios		37.0%		25.9%		65.6%

The direct loss and LAE ratio for the three-month period ended June 30, 2010 was 33.4% compared to 37.0% for the three-month period ended June 30, 2009. The decrease in the direct loss and LAE ratio is attributable to the increase in direct loss and LAE incurred being outpaced by the increase in direct earned premium in the 2010 period.

Direct premiums earned increased 12.3% in the three-month 2010 period compared to the same period in 2009. The average premium per policy increased due to premium rate increases. As of June 30, 2010, UPCIC was servicing approximately 566,000 homeowners’ and dwelling fire insurance policies with in-force premiums of approximately $633,840,000, or an average of $1,120 per policy. The comparable average in-force premium per policy as of June 30, 2009 was $1,059.

The ceded loss and LAE ratio for the three-month period ended June 30, 2010 was 23.4% compared to 25.9% for the three-month period ended June 30, 2009. The ceded loss and LAE ratio was influenced by greater ceded earned premium under the Company’s quota share reinsurance treaty.

General and administrative expenses increased 26.3% to $13,389,331 for the three-month period ended June 30, 2010 from $10,599,195 for the three-month period ended June 30, 2009. The increase in general and administrative expenses was primarily attributable to increases in commissions on direct premiums, ceding commissions, and greater insurance premium taxes, all of which are attributable to an increase in direct written premiums.

Federal and state income taxes increased 42.9% to $6,869,010 for the three-month period ended June 30, 2010 from $4,805,432 for the three-month period ended June 30, 2009. Federal and state income taxes

were 38.9% of pretax income for the three-month period ended June 30, 2010, and 38.6% for the three-month period ended June 30, 2009.

Liquidity and Capital Resources

Overview

The Company’s primary sources of cash flow are the receipt of premiums, commissions, policy fees, investment income, reinsurance recoverables and short-term loans.

The Company expects that its current capital resources will be sufficient to meet anticipated working capital requirements for the next twelve months. There can be no assurances, however, that such will be the case.

Cash Flows Provided by Operating Activities

For the ~~three~~six month period ended ~~March 31,~~June 30, 2010 and 2009 cash flows provided by operating activities were ~~$56,052,966~~$96,978,791 and ~~$62,470,722~~$104,202,846 respectively. The decrease in cash flows provided by operating activities relate primarily to the following reasons.

	●		The decrease in cash provided by operating activities from net changes in prepaid reinsurance premiums were $20,728,351 and $5,193,314 for three-month periods ended March 31, 2010 and 2009, respectively. The increase of $15,535,037 relates primarily to additional catastrophe reinsurance coverage purchased by the Company during the 2010 period.
	●		The increase in cash provided by operating activities from net changes in unearned premiums were ~~$19,946,466~~$77,365,154 and ~~$16,919,952~~$39,585,983 for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009, respectively. The increase of ~~$3,026,514~~$37,779,171 relates primarily to an increase in direct written premiums.

●		The increase in cash provided by operating activities from net changes in reinsurance payable were ~~$16,103,884~~$13,710,463 and ~~$28,036,181~~$88,357,868 for the ~~three~~six month periods ended ~~March 31,~~June 30, 2010 and 2009, respectively. The decrease of ~~$11,932,297~~$74,647,405 relates primarily to the timing of the settlement of balances with UPCIC’s reinsurers.

●		The increase in cash provided by operating activities from reinsurance recoverables was ~~$26,780,719~~$28,580,923 for the ~~three~~six month ended ~~March 31,~~June 30, 2010 compared to a decrease of ~~$1,339,673~~$3,867,369 for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2009. The increase of ~~$28,120,392 is influenced by greater direct incurred losses and LAE ceded under~~$32,448,292 relates primarily to the ~~Company’s quota share reinsurance treaty.~~timing of the settlement of balances with UPCIC’s reinsurers.

Cash flows provided by operating activities are expected to be positive in both the short-term and reasonably foreseeable future. In addition, the Company’s investment portfolio is highly liquid as it consists of cash, cash equivalents, and readily-marketable securities.

Cash Flows Used in Investing Activities

For the ~~three~~six month periods ended ~~March 31,~~June 30, 2010 and 2009, cash flows used in investing activities were ~~$24,683,731~~$24,232,512 and ~~$159,458,568,~~$189,685,475, respectively. The following table summarizes the activity in investments during the ~~three~~six month ~~periods~~period ended ~~March 31,~~June 30, 2010 and 2009:

Three Months Ended
March 31, 2010 March 31, 2009

Balance - January 1 $ 114,797,010 $ 5,648,775

Purchases of fixed maturities 50,426,894 106,745,347
Purchases of equity securities 35,879,591 64,262,566
Net amort of prem / accretion of discount (107,000 ) (21,520 )
Sales of fixed maturities (25,322,048 ) -
Sales of equity securities (42,335,692 ) (9,962,373 )
Realized gains on investments 3,746,717 1,111,333
Foreign currency gains on investments 683,733 (17,388 )
Unrealized (losses) gains (5,312,841 ) 4,136,014

Balance - March 31 $ 132,456,364 $ 171,902,754

	Six Month Ended
	June 30, 2010			June 30,2009

Balance - January 1	$	114,797,010		$	5,648,775

Purchases of fixed maturities		132,306,493			126,289,215
Purchases of equity securities		81,385,728			77,397,551
Net amort of prem / accretion of discount		(271,010	)		(109,204	)
Sales of fixed maturities		(116,237,712	)		(4,244,851	)
Sales of equity securities		(79,090,959	)		(11,396,182	)
Realized gains on investments		5,796,345			1,452,609
Foreign currency gains on investments		842,377			72,316
Unrealized (losses) gains		(1,603,498	)		13,458,869

Balance - June 30	$	137,924,774		$	208,569,098

The amounts presented in the Statement of Cash Flows differ from the amounts shown in the table above summarizing investment activities due to the timing of cash settlements, as follows. Purchases of equity securities December 2008 in the amount of $1,273,941 were settled in January 2009. Sales of equity security securities in December 2009 and March 2010 in the amounts of $6,259,973 and $12,148,475 were settled in January and April 2010, respectively.

settlements.

Cash Flows Used in / Provided by Financing Activities

For the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2010, ~~cash flows provided by financing activities were $4,247,788 and for the three month period ended March 31, 2009,~~ cash flows used in financing activities were ~~$1,772,781.~~$3,225,802 and $3,338,633 for the six month periods ended June 30, 2010 and 2009, respectively. The ~~increase~~change in cash flows ~~provided by~~used in financing activities relates primarily to ~~an increase~~a decrease of ~~$3,181,805~~$2,670,953 provided by bank overdrafts, ~~and~~ a decrease of ~~$3,749,230~~$3,568,352 used for common stock dividend ~~payments.~~payments, an increase of $3,723,972 used for treasury shares on option exercises, and an increase of $3,660,198 provided by tax benefit on exercise of stock options. The Company’s bank overdrafts are the result of the amount of outstanding checks not yet presented for payment on the Company’s bank accounts in excess of cash balances on deposit in those accounts.

In 2006, UPCIC entered into a $25.0 million surplus note with the Florida State Board of Administration (“SBA”) under Florida’s ICBUI Program, which was implemented by the Florida Legislature to encourage insurance companies to write additional residential insurance coverage in Florida. The surplus note has a twenty-year term and accrues interest at a rate equivalent to the 10-year U.S. Treasury Bond Rate, adjusted quarterly based on the 10-year Constant Maturity Treasury rate.

In 2008, the Florida Legislature passed a law providing participants in the ICBUI Program an opportunity to amend the terms of their surplus notes based on law changes. The original surplus note provided for increases in interest rates for failure to meet the Minimum Writing Ratio. Under the terms of the surplus note, as amended, the net written premium to surplus requirement and gross written premium to surplus requirement have been modified. As of ~~March 31,~~June 30, 2010, UPCIC’s net written premium to surplus ratio

and gross written premium to surplus ratio were in excess of the required minimums and, therefore, UPCIC was not subject to increases in interest rates.

The balance of cash and cash equivalents as of ~~March 31,~~June 30, 2010 was ~~$228,541,314.~~$262,444,768. Most of this amount is available to pay claims in the event of a catastrophic event pending reimbursement for any aggregate amount in excess of specific limits set forth in UPCIC’s reinsurance agreements. For the ~~2009~~2010 hurricane season, UPCIC’s reinsurance agreements transfer the risk of loss in excess of ~~$50,000,000~~$22,500,000 ($75,000,000 net of ~~$25,000,000~~$52,500,000 retained by the Company under the excess catastrophe contract) up to approximately the ~~114 year~~106-year PML for the first event, ~~$16,000,000~~$13,150,000 for the second event and ~~$16,000,000~~$15,000,000 for the third

event up to an amount that will vary depending on the coverage exhausted in the prior event(s). Catastrophic reinsurance is recoverable upon presentation to the reinsurer of evidence of claim payment.

UPCIC also obtained coverage from the Florida Hurricane Catastrophe Fund (“FHCF”), which is administered by the Florida State Board of Administration (“SBA”). Under the reimbursement agreement, FHCF would reimburse UPCIC, for each loss occurrence during the contract year for 90% of the ultimate loss paid by UPCIC in excess of its retention plus 5% of the reimbursed losses to cover loss adjustment expenses. A covered event means any one storm declared to be a hurricane by the National Hurricane Center for losses incurred in Florida, both while it is a hurricane and through subsequent downgrades. For the contract year June 1, 2009 to May 31, 2010, UPCIC purchased the traditional FHCF coverage and did not purchase the Temporary Increase in Coverage Limit Option offered to insurers by the FHCF. As of December 31, 2009 the estimated coverage is 90% of $1,038,999,659 in excess of $392,807,984. The estimated premium for this coverage is $58,819,440.

Also at June 1, 2009, the FHCF made available, and UPCIC obtained, $10,000,000 of additional catastrophe excess of loss coverage with one free reinstatement of coverage to carriers qualified as Limited Apportionment Companies or companies that participated in the ICBUI Program offered by the FHCF, such as UPCIC. This particular layer of coverage at June 1, 2009 is $10,000,000 in excess of $28,200,000. The premium for this coverage is $5,000,000.

~~On October 30, 2009, the SBA published its most recent estimate of the FHCF’s loss reimbursement capacity in the~~ ~~Florida Administrative Weekly~~. The SBA estimated that the FHCF’s total loss reimbursement capacity under current market conditions for the 2009 - 2010 contract year is projected to be $18.998 billion over the 12-month period following the estimate. The SBA also referred to its report entitled, “October 2009 Estimated Claims Paying Capacity Report” (“Report”) as providing greater detail regarding the FHCF’s loss reimbursement capacity. The Report estimated that the FHCF’s minimum 12-month loss reimbursement capacity is $14.998 billion and its maximum 12-month loss reimbursement capacity is $21.998 billion. UPCIC elected to purchase the FHCF Mandatory Layer of Coverage for the 2009 - 2010 contract year, which corresponds to FHCF loss reimbursement capacity of $17.175 billion.

Effective June 1, 2009 through December 31, 2009, the Company obtained $60,000,000 of coverage via a catastrophe risk-linked transaction contract in the event UPCIC’s catastrophe coverage is exhausted. The total cost of the Company’s risk-linked transaction contract is $11,100,000.

UPCIC uses a catastrophe model to estimate its losses associated with potential hurricane events of various magnitudes. UPCIC is in the process of placing its catastrophe reinsurance program for the period June 1, 2010, though May 31, 2011. In prior contract years, UPCIC has purchased catastrophe reinsurance protection equal to or exceeding the projected 100-year probable maximum loss level (one percent probability of exceedance), modeled without demand surge or secondary uncertainty using then-existing versions of UPCIC’s selected catastrophe model. UPCIC anticipates purchasing a similar reinsurance program for the June 1, 2010 – May 31, 2011 contract year. At the request of the Florida Office of Insurance Regulation, UPCIC has determined tha t the anticipated single-event limit of the proposed reinsurance program corresponds to a 1-in-77-year hurricane event when modeled using the model’s demand surge component. In addition, UPCIC has provided to its rating agency, Demotech, Inc., at its request, certain modeling results using assumptions consistent with those historically selected by UPCIC as well as other projections using assumptions identified by the rating agency that produce higher projected loss estimates. There is no assurance that the assumptions or scenarios incorporated into ~~UPCIC’s selected~~the model by its developers, or the assumptions or scenarios used by UPCIC or its representatives in applying the ~~model and developing~~models to UPCIC’s ~~reinsurance program, will be satisfactory to regulatory authorities or rating agencies or~~in-force portfolio, will reflect the characteristics of future hurricane events that may affect Florida ~~including~~or the resulting economic ~~conditions or claims settlement environment.~~conditions. Further, although UPCIC uses a widely ~~rec ognized,~~recognized, commercially available model to estimate its hurricane losses, other models exist that might produce higher or lower loss estimates. UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s ~~reinsurance~~reinsu rance program and for losses that otherwise are not covered by the reinsurance program, which could have a material adverse effect on UPCIC’s and the Company’s business, financial condition, results of operations and liquidity. ~~Fortunately, no hurricanes made landfall~~

On May 28, 2010, the SBA published its most recent estimate of the FHCF’s loss reimbursement capacity in the Florida ~~during~~Administrative Weekly. The SBA estimated that the ~~2009-2010~~FHCF’s total loss reimbursement capacity under current market conditions for the 2010 - 2011 contract year is projected to be $25.461 billion over the 12-month period following the estimate. The SBA also referred to its report entitled, “May 2010 Estimated Claims Paying Capacity Report” (“Report”) as providing greater detail regarding the FHCF’s loss reimbursement capacity. The Report estimated that the FHCF’s minimum 12-month loss reimbursement capacity is $12 billion and noits maximum 12-month loss reimbursement ~~payments~~capacity is $26 bill ion. UPCIC elected to purchase the FHCF Mandatory Layer of Coverage for the ~~2009-2010~~2010 - 2011 contract year, ~~were required from~~which corresponds to FHCF loss reimbursement capacity of $17 billion. By law, the ~~FHCF~~FHCF’s obligation to ~~participating companies. Accordingly,~~reimburse insurers is limited to its actual claims-paying capacity. the ~~effect~~aggregate cost of UPCIC’s reinsurance program may increase should UPCIC deem it necessary to purchase additional private market reinsurance due to reduced estimates of the ~~change~~FHCF’s loss reimbursement capacity.

Effective June 1, 2010 through December 31, 2010, the Company obtained $60,000,000 of coverage via a catastrophe risk-linked transaction contract in the ~~FHCF’s estimate had no effect on~~event UPCIC’s catastrophe coverage is exhausted. The total cost of the Company’s ~~financial position, results of operations and liquidity.~~risk-linked transaction contract is $8,250,000.

GAAP differs in some respects from reporting practices prescribed or permitted by the OIR. To retain its certificate of authority, the Florida insurance laws and regulations require that UPCIC maintain capital and surplus equal to the statutory minimum capital and surplus requirement defined in the Florida Insurance Code as the greater of 10% of the insurer’s total liabilities or $4,000,000. UPCIC’s statutory

capital and surplus was ~~$111,343,158~~$106,714,632 as of ~~March 31,~~June 30, 2010 and exceeded the minimum capital and surplus requirements. UPCIC is also required to adhere to prescribed premium-to-capital surplus ratios.

The maximum amount of dividends, which can be paid by Florida insurance companies without prior approval of the Commissioner of the OIR, is subject to restrictions relating to statutory surplus. The maximum dividend that may be paid by UPCIC to the Company without prior approval is limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end.

UPCIC is required annually to comply with the NAIC RBC requirements. RBC requirements prescribe a method of measuring the amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. NAIC’s RBC requirements are used by regulators to determine appropriate regulatory actions relating to insurers who show signs of weak or deteriorating condition. As of December 31, 2009, based on calculations using the appropriate NAIC RBC formula, UPCIC’s reported total adjusted capital was in excess of the requirements.

Available Cash

The Company held cash and cash equivalents at ~~March 31,~~June 30, 2010 of ~~$228,541,314.~~$262,444,768. Of that amount, ~~$211,579,281~~$235,918,508 was held by UPCIC, most of which is available to pay claims or relates to policyholder surplus. Accordingly, cash and cash equivalents in UPCIC are not available to buy back Company stock or pay Company dividends. A portion of those claims paid by the Company would be recoverable through the Company’s catastrophic reinsurance upon presentation to the reinsurer of evidence of claim payment. As of December 31, 2009, the Company held cash and cash equivalents of $192,924,291.

Cash Dividends

On January 19, 2010, the Company’s Board of Directors declared a dividend of $0.12 per share on its outstanding common stock. The dividend was paid on April 6, 2010 to stockholders of record as of March 19, 2010 in the aggregate amount of $4,699,926.

37On May 24, 2010, the Company’s Board of Directors declared a dividend of $0.10 per share on its outstanding common stock. The dividend was paid on July 15, 2010 to stockholders of record as of June 17, 2010 in the aggregate amount of $3,916,724.

Contractual Obligations

There have been no material changes during the period covered by this Report, outside of the ordinary course of the Company’s business, to the contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2009.

Factors Affecting Operation Results and Market Price of Stock

The Company and its subsidiaries operate in a rapidly changing environment that involves a number of uncertainties, some of which are beyond the Company’s control. This report contains, in addition to historical information, forward looking statements that involve risks and uncertainties. The words “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plan” and similar expressions and variations thereof are intended to identify forward-looking statements. The Company’s actual results could differ materially from those set forth in or implied by any forward-looking statements. Factors that could cause

or contribute to such differences include, but are not limited to, those uncertainties discussed below as well as those discussed elsewhere in this ~~rep ort.~~report.

Nature of the Company’s Business

Factors affecting the sectors of the insurance industry in which the Company operates may subject the Company to significant fluctuations in operating results. These factors include competition, catastrophe losses and general economic conditions including interest rate changes, as well as legislative initiatives, the regulatory environment, the frequency of litigation, the size of judgments, severe weather conditions, climate changes or cycles, the role of federal or state government in the insurance market, judicial or other authoritative interpretations of laws and policies, and the availability and cost of reinsurance. Specifically, the homeowners’ insurance market, which comprises the bulk of the Company’s current operations, is influenced by many factors, including state and federal laws, market ~~conditions~~cond itions for ~~homeowne rs’~~homeowners’ insurance and residential plans. Additionally, an economic downturn could result in fewer home sales and less demand for new homeowners seeking insurance.

Historically, the financial performance of the property and casualty insurance industry has tended to fluctuate in cyclical patterns of soft markets followed by hard markets. Although an individual insurance company’s financial performance is dependent on its own specific business characteristics, the profitability of most property and casualty insurance companies tends to follow this cyclical market pattern.

The Company believes that a substantial portion of its future growth will depend on its ability, among other things, to successfully implement its business strategy, including expanding the Company’s product offering by underwriting and marketing additional insurance products and programs through its distribution network, further penetrating the Florida market by establishing relationships with additional independent agents in order to expand its distribution network and to further disperse its geographic risk and expanding into other geographical areas outside the State of Florida. Any future growth is contingent on various factors, including the availability of adequate capital, the Company’s ability to hire and train additional personnel, regulatory requirements, the competitive environment, and rating agency ~~considerati ons.~~considerations. There is no assurance that the Company will be successful in expanding its business, that the existing infrastructure will be able to support additional expansion or that any new business will be profitable. Moreover, as the Company expands its insurance products and programs and the Company’s mix of business changes, there can be no assurance that the Company will be able to maintain or improve its profit margins or other operating results. There can also be no assurance that the Company will be able

to obtain the required regulatory approvals to offer additional insurance products. UPCIC also is required to maintain minimum surplus to support its underwriting program. The surplus requirement affects UPCIC’s potential growth.

Management of Exposure to Catastrophic Losses

UPCIC is exposed to potentially numerous insured losses arising out of single or multiple occurrences, such as natural catastrophes. As with all property and casualty insurers, UPCIC expects to and will incur some losses related to catastrophes and will price its policies accordingly. UPCIC’s exposure to catastrophic losses arises principally out of hurricanes and windstorms. Through the use of standard industry modeling techniques that are susceptible to change, UPCIC manages its exposure to such losses on an ongoing basis from an underwriting perspective. UPCIC also protects itself against the risk of catastrophic loss by obtaining reinsurance coverage as of the beginning of hurricane season on June 1 of each year. UPCIC’s reinsurance program consists of excess of loss, quota share and ~~catastrophe~~catast rophe reinsurance ~~f or~~for multiple hurricanes. UPCIC’s catastrophe reinsurance program currently covers three events, subject to the terms and limitations of the reinsurance contracts. However, UPCIC may not buy

enough reinsurance to cover multiple storms going forward or be able to timely obtain reinsurance. In addition, UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s reinsurance program and for losses that otherwise are not covered by the reinsurance program, and such losses could have a material adverse effect on the business, financial condition and results of operations of UPCIC and the Company.

Although UPCIC uses a widely recognized, commercially available model to estimate its hurricane losses, other models exist that might produce higher or lower loss estimates. The loss estimates developed by the catastrophe model are dependent upon assumptions or scenarios incorporated into the model by its developer, which is a third party independent of UPCIC, and on assumptions or scenarios made by UPCIC or its representatives when using the model. There is no assurance these assumptions or scenarios will ~~be acceptable to regulatory authorities or rating agencies or will~~ reflect the characteristics of future hurricane events that may affect Florida ~~including~~or the resulting economic ~~conditions or claims settlement environment.~~conditions. This may result in exposure to UPCIC for losses that are not covered by the reinsurance program, which ~~co uld~~could have a material adverse effect on UPCIC’s and the Company’s business, financial condition, results of operations and liquidity. In addition, if the model or assumptions used by UPCIC, or the resulting loss projections and reinsurance program purchased by UPCIC to protect against the modeled losses, are not acceptable to regulatory authorities or rating agencies, UPCIC could experience restrictions on its ability to write new or renewal insurance policies, loss of a rating necessary for its policies to meet secondary mortgage market requirements, or other adverse consequences that could have material adverse effect on UPCIC’s and the Company’sC ompany’s business, financial condition, results of operations and liquidity.

Reliance on Third Parties and Reinsurers

UPCIC is dependent upon third parties to perform certain functions including, but not limited to the purchase of reinsurance and risk management analysis. UPCIC also relies on reinsurers to limit the amount of risk retained under its policies and to increase its ability to write additional risks. UPCIC’s intention is to limit its exposure and therefore protect its capital, even in the event of catastrophic occurrences, through reinsurance agreements. As of June 30, 2009, UPCIC had coverage to approximately the 114-year PML. As of June 30, 2010, UPCIC had coverage to approximately the 106-year PML. UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s reinsurance program and for losses that otherwise are not covered by the ~~reinsurance~~reinsu rance program, which could have a material adverse effect on the Company’s business, financial condition and results of operations should catastrophe losses exceed these amounts.

Reinsurance

The property and casualty reinsurance industry is subject to the same market conditions as the direct property and casualty insurance market, and there can be no assurance that reinsurance will be available to UPCIC to the same extent and at the same cost as currently in place for

UPCIC. Future increases in catastrophe reinsurance costs are possible and could adversely affect UPCIC’s results. Reinsurance does not legally discharge an insurer from its primary liability for the full amount of the risks it insures, although it does make the reinsurer liable to the primary insurer. Therefore, UPCIC is subject to credit risk with respect to its reinsurers. In addition, UPCIC obtains a significant portion of its reinsurance coverage from the FHCF. There is no guaranty the FHCF will be able to honor its obligations. On October 30, 2009, the Florida State Board of Administration (“SBA”) published its most recent estimate of the FHCF’s loss reimbursement capacity. The SBA estimated that the FHCF’s total loss reimbursement capacity under current market conditions for the 2009 - 2010 contract year is projected to be $18.998 billion over the 12-month period following the estimate. The SBA also referred to its report entitled, “October 2009 Estimated Claims Paying Capacity Report” (“Report”) as providing greater detail regarding the FHCF’s loss reimbursement capacity. The Report estimated that the FHCF’s minimum 12-month loss reimbursement capacity is $14.998 billion and its maximum 12-month loss reimbursement capacity is $21.998 billion. UPCIC elected to purchase the FHCF Mandatory Layer of Coverage for the 2009 - 2010 contract year, which corresponds to FHCF loss reimbursement capacity of $17.175 billion. By law, the FHCF’s obligation to reimburse insurers is limited to its actual claims-paying capacity. InI n addition, the cost of UPCIC’s reinsurance program may increase should UPCIC deem it necessary to purchase additional private market reinsurance due to reduced estimates of the ~~FHCF̵ 7;s loss reimbursement~~FHCF’s claims-paying capacity.

Management evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. A reinsurer’s insolvency or inability to make payments under a reinsurance treaty could have a material adverse effect on the financial condition and profitability of UPCIC and the Company. While ceding premiums to reinsurers reduces UPCIC’s risk of exposure in the event of catastrophic losses, it also reduces UPCIC’s potential

for greater profits should such catastrophic events fail to occur. The Company believes that the extent of UPCIC’s reinsurance is typical of a company of its size in the homeowners’ insurance ~~industry.~~industry

UPCIC uses a catastrophe model to estimate its losses associated with potential hurricane events of various magnitudes. UPCIC is in the process of placing its catastrophe reinsurance program for the period June 1, 2010, though May 31, 2011. In prior contract years, UPCIC has purchased catastrophe reinsurance protection equal to or exceeding the projected 100-year probable maximum loss level (one percent probability of exceedance), modeled without demand surge or secondary uncertainty using then-existing versions of UPCIC’s selected catastrophe model. UPCIC anticipates purchasing a similar reinsurance program for the June 1, 2010 –May 31, 2011 contract year. At the request of the Florida Office of Insurance Regulation, UPCIC has determined that the anticipated single-event limit of the proposed reinsurance program corresponds t o a 1-in-77-year hurricane event when modeled using the model’s demand surge component. In addition, UPCIC has provided to its rating agency, Demotech, Inc., at its request, certain modeling results using assumptions consistent with those historically selected by UPCIC as well as other projections using assumptions identified by the rating agency that produce higher projected loss estimates. There is no assurance that the assumptions or scenarios incorporated into UPCIC’s selected model by its developers, or the assumptions or scenarios used by UPCIC or its representatives in applying the model and developing UPCIC’s reinsurance program, will be satisfactory to regulatory authorities or rating agencies or will reflect the characteristics of future hurricane events that may affect Florida, including the resulting economic conditions or claims settlement environment. Further, although UPCIC uses a widely recognized, commercially available model to estimate its hurricane losses, other models e xist that might produce higher or lower loss estimates. UPCIC is responsible for losses related to catastrophic events with incurred losses in excess of coverage provided by UPCIC’s reinsurance program and for losses that otherwise are not covered by the reinsurance program, which could have a material adverse effect on UPCIC’s and the Company’s business, financial condition, results of operations and liquidity. Fortunately, no hurricanes made landfall in Florida during the 2009-2010 contract year and no reimbursement payments for the 2009-2010 contract year were required from the FHCF to participating companies. Accordingly, the effect of the change in the FHCF’s estimate had no effect on the Company’s financial position, results of operations and liquidity.

Adequacy of Liabilities for Losses

The liabilities for losses and loss adjustment expenses periodically established by UPCIC are estimates of amounts needed to pay reported and unreported claims and related loss adjustment expenses. The estimates necessarily will be based on certain assumptions related to the ultimate cost to settle such claims. There is an inherent degree of uncertainty involved in the establishment of liabilities for losses and loss adjustment expenses and there may be substantial differences between actual losses and UPCIC’s liabilities estimates. UPCIC relies on industry data, as well as the expertise and experience of independent actuaries in an effort to establish accurate estimates and adequate liabilities. Furthermore, factors such as storms and weather conditions, climate change and patterns, inflation, claim settlement ~~pattern s,~~patterns, legislative activity and litigation trends may have an impact on UPCIC’s future loss experience. Accordingly, there can be no assurance that UPCIC’s liabilities will be adequate to cover ultimate loss developments. The profitability and financial condition of UPCIC and the Company could be adversely affected to the extent that its liabilities are inadequate.

UPCIC is directly liable for loss and LAE payments under the terms of the insurance policies that it writes. In many cases, several years may elapse between the occurrence of an insured loss and UPCIC’s payment of that loss. As required by insurance regulations and accounting rules, UPCIC reflects its liability for the ultimate payment of all incurred losses and LAE by establishing a liability for those unpaid losses and LAE for both reported and unreported claims, which represent estimates of future amounts needed to pay claims and related expenses.

When a claim involving a probable loss is reported, UPCIC establishes a liability for the estimated amount of UPCIC’s ultimate loss and LAE payments. The estimate of the amount of the ultimate loss is based upon such factors as the type of loss, jurisdiction of the occurrence, knowledge of the circumstances surrounding the claim, severity of injury or damage, potential for ultimate exposure, estimate of liability on the part of the insured, past experience with similar claims and the applicable policy provisions.

All newly reported claims received are set up with an initial average liability. That claim is then evaluated and the liability is adjusted upward or downward according to the facts and damages of that particular claim.

In addition, management provides for a liability on an aggregate basis to provide for losses incurred but not reported. UPCIC utilizes independent actuaries to help establish its liability for unpaid losses and LAE. UPCIC does not discount the liability for unpaid losses and LAE for financial statement purposes.

The estimates of the liability for unpaid losses and LAE are subject to the effect of trends in claims severity and frequency and are continually reviewed. As part of this process, UPCIC reviews historical data and considers various factors, including known and anticipated legal developments, changes in social attitudes, inflation and economic conditions. As experience develops and other data becomes available, these estimates are revised, as required, resulting in increases or decreases to the existing liability for unpaid losses and LAE. Adjustments are reflected in results of operations in the period in which they are made and the liabilities may deviate substantially from prior estimates.

Among the classes of insurance underwritten by UPCIC, the homeowners’ liability claims historically tend to have longer time lapses between the occurrence of the event, the reporting of the claim to UPCIC and the final settlement than do homeowners’ property claims. Liability claims often involve third parties

filing suit and the ensuing litigation. By comparison, property damage claims tend to be reported in a relatively shorter period of time with the vast majority of these claims resulting in an adjustment without litigation.

There can be no assurance that UPCIC’s liability for unpaid losses and LAE will be adequate to cover actual losses. If UPCIC’s liability for unpaid losses and LAE proves to be inadequate, UPCIC will be required to increase the liability with a corresponding reduction in UPCIC’s net income in the period in which the deficiency is identified. Future loss experience substantially in excess of established liability for unpaid losses and LAE could have a material adverse effect on UPCIC’s and the Company’s business, results of operations and financial condition.

Government Regulation

Florida insurance companies, such as UPCIC, are subject to regulation and supervision by the OIR. The OIR has broad regulatory, supervisory and administrative powers. Such powers relate, among other things, to the granting and revocation of licenses to transact business; the licensing of agents (through the Florida Department of Financial Services); the standards of solvency to be met and maintained; the nature of, and limitations on, investments; approval of policy forms and rates; review of reinsurance contracts; periodic examination of the affairs of insurance companies; and the form and content of required financial statements. Such regulation and supervision are primarily for the benefit and protection of policyholders and not for the benefit of investors.

In addition, the Florida Legislature and the NAIC from time to time consider proposals that may affect, among other things, regulatory assessments and reserve requirements. The Company cannot predict the

effect that any proposed or future legislation or regulatory or administrative initiatives may have on the financial condition or operations of UPCIC or the Company.

UPCIC will become subject to other states’ laws and regulations as it seeks authority to transact business in states other than Florida. In addition, UPCIC may be affected by proposals for increased regulatory involvement by the federal government.

Legislative Initiatives

The State of Florida operates Citizens to provide insurance to Florida homeowners in high-risk areas and others without private insurance options. As of ~~March 31,~~June 30, 2010, there were ~~1,051,373~~1,151,319 Citizens policies in force. In May 2007, the State of Florida passed legislation that freezes property insurance rates for Citizens customers at December 2006 levels through December 31, 2008 and permits insurance customers to opt into Citizens when the price of a private policy is 15% more than the Citizens rate, compared to the previous opt-in threshold of 25%. In May 2008, the Florida Legislature extended a freeze on Citizens rates through January 2010. In 2009, the legislature authorized Citizens to make implement annual change changes, beginning January 1, 2010, to achieve actuarially sound rate levels, provided that the rate increase in any ~~ye ar~~year cannot exceed ten percent for any policyholder, excluding coverage changes and surcharges. This limitation on policyholders’ rate changes has resulted in Citizens’ implementing rates levels for 2010 that in the aggregate are lower than its indicated rate need. These initiatives, together with any future initiatives that seek to further relax eligibility requirements or reduce premium rates for Citizens customers, could adversely affect the ability of UPCIC and the Company to do business profitably. In addition, the Florida Legislature in 2007 expanded the capacity of the FHCF, with the intent of reducing the cost of reinsurance otherwise purchased by residential property insurers. In 2009, the Florida Legislature adopted a plan to phase-out the expanded FHCF coverage over a period extending

through the 2013 hurricane season, and to increase the premiums associated with the expanded coverage. ~~As the expanded FHCF coverage expires and as the FHCF increases charge s for the remaining expanded coverage,~~ If the expanded FHCF coverage expires or if the law providing for the expanded coverage is otherwise modified, or UPCIC otherwise purchases additional private market reinsurance due to reduced estimates of the FHCF’s claims-paying capacity, the cost of UPCIC’s reinsurance program may increase, which could affect UPCIC’s profitability until such time as UPCIC can obtain approval of appropriate rate changes. State and federal legislation relating to insurance is affected by a number of political and economic factors that are beyond the control of UPCIC and the Company, and the Florida Legislature and the NAIC from time to time consider proposals that may affect, among other things, ~~regulatory~~regulat ory assessments and reserve requirements. The Company cannot predict the effect that any proposed or future legislation or regulatory or administrative initiatives may have on the financial condition or operations of UPCIC or the Company.

Product Pricing

The rates charged by UPCIC generally are subject to regulatory review and approval before they may be implemented. UPCIC periodically submits its rate revisions to regulators as required by law or deemed by the Company and UPCIC to be necessary or appropriate for UPCIC’s business. UPCIC prepares these filings based on objective data relating to its business and on judgment exercised by its management or employees and by retained professionals. There is no assurance that the objective data incorporated in UPCIC’s filings based on its past experience will be reflective of UPCIC’s future business. In addition, there is no assurance that UPCIC’s business will develop consistently with the judgments reflected in its filings. The Company and UPCIC likewise cannot be ~~assured~~ass ured that ~~regulator y~~regulatory authorities will evaluate UPCIC’s data and judgments in the same manner as UPCIC. UPCIC’s filings also might be affected by political or regulatory factors outside of UPCIC’s control, which might result in disapproval of UPCIC’s

filings or in negotiated compromises resulting in approved rates that differ from rates initially filed by UPCIC or that the Company and UPCIC otherwise would consider more appropriate for its business.

The premiums charged by UPCIC to policyholders are affected by legislative enactments and administrative rules, including a state-mandated program requiring residential property insurance companies like UPCIC to provide premium discounts when policyholders verify that insured properties have certain construction techniques or other windstorm loss reduction fixtures. The level of required premium discounts may exceed the expected reduction in losses associated with the construction techniques or fixtures for which the discounts are provided. Although UPCIC may submit rate filings to address any premium deficiencies, those rate filings are subject to the considerations identified in the preceding paragraph. Any inability of UPCIC to implement sufficient and timely rate adjustments to ~~provide~~pr ovide aggregate ~~pre miums~~premiums commensurate with UPCIC’s expected losses will have a material adverse effect on UPCIC’s and the Company’s business, financial condition, results of operations and liquidity.

Dependence on Key Individuals

UPCIC’s operations depend in large part on the efforts of Bradley I. Meier, who serves as President of UPCIC. Mr. Meier has also served as President, Chief Executive Officer and Director of the Company since its inception in November 1990. In addition, UPCIC’s operations have become materially dependent on the efforts of Sean P. Downes, who serves as Chief Operating Officer of UPCIC. Mr. Downes has also served as Chief Operating Officer, Senior Vice President and Director of the Company since January 2005 and as a Director of UPCIC since May 2003. The loss of the services provided by Mr. Meier or Mr. Downes could have a material adverse effect on UPCIC’s and the Company’s financial condition and results of operations.

Competition

The insurance industry is highly competitive and many companies currently write homeowners’ property and casualty insurance. Additionally, the Company and its subsidiaries must compete with companies that have greater capital resources and longer operating histories as well as start-up companies. Increased competition from other private insurance companies as well as Citizens could adversely affect the Company’s ability to do business profitably. Although the Company’s pricing is inevitably influenced to some degree by that of its competitors, management of the Company believes that it is generally not in the Company’s best interest to compete solely on price, choosing instead to compete on the basis of underwriting criteria, its distribution network and high quality service to its agents and insureds.

Financial Stability Rating

Financial stability ratings are an important factor in establishing the competitive position of insurance companies and may impact an insurance company’s sales. Demotech, Inc. maintains a letter scale financial stability rating system ranging from A″ (A double prime) to L (licensed by state regulatory authorities). On April 8, 2010, Demotech, Inc. reaffirmed UPCIC’s financial stability rating of A, which is the fourth highest of six rating levels. According to Demotech, Inc., A ratings are assigned to insurers that have “… exceptional ability to maintain liquidity of invested assets, quality reinsurance, acceptable financial leverage and realistic pricing while simultaneously establishing loss and loss adjustment expense reserves at reasonable levels.” With a financial stability rating of A, the Company expects that UPCIC’s property insurance policies will be acceptable to the secondary mortgage marketplace and mortgage lenders. The

rating of UPCIC is subject to at least annual review by, and may be revised downward or revoked at the sole discretion of, Demotech, Inc.

In November 2008, Demotech sent UPCIC a letter entitled Recent Events Affecting Financial Stability Ratings for Florida Property and Casualty Insurance Companies Require Supplemental Information. The letter provided Demotech’s perspective and expectations relative to the reported short term liquidity issues facing the FHCF. Specifically, the letter stated that an extension of Financial Stability Ratings beyond May 15, 2009 would require definitive financial information regarding participation in the FHCF, documentation of bridge loans or alternative financing mechanisms that provide liquidity during a period in which the FHCF would be raising capital, and any other precaution or protection regarding reinsurance collectability or catastrophe reinsurance. UPCIC subsequently implemented plans addressing ~~Demotech’s~~Demotech&# 8217;s concern with the FHCF liquidity issue and was successful in maintaining its A rating.

In March 2010, to help address questions and concerns relative to Demotech’s rating and review process, Demotech published Guidance on Financial Stability Ratings and Catastrophe Reinsurance Program Reporting for Florida Property Insurers. The document contains the criteria Demotech considers when reviewing a company. The standards are some of the objective evaluation criteria applied to each insurer writing property business in Florida. On March 22, 2010, UPCIC received notice from Demotech that it would require a capital infusion of $30 million by April 16, 2010 in order for UPCIC to maintain its A rating. In order to comply with this requirement the Company contributed an aggregate amount of $30 million to UPCIC in March 2010. Demotech subsequently reaffirmed ~~UPCIC’ ;s~~UPCIC’s A rating.

UPCIC’s failure to maintain a commercially acceptable financial stability rating could have a material adverse effect on the Company’s ability to retain and attract policyholders and agents.

A withdrawal of the rating could cause UPCIC’s insurance policies to no longer be acceptable to the secondary marketplace and mortgage lenders, which could cause a material adverse effect of the Company’s results of operations and financial position.

Demotech, Inc. bases its ratings on factors that concern policyholders and not upon factors concerning investor protection. Such ratings are subject to change and are not recommendations to buy, sell or hold securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s investment objective is to maximize total rate of return after federal income taxes while maintaining liquidity and minimizing risk. The Company’s current investment policy limits investment in non-investment grade fixed maturity securities (including high-yield bonds), and limits total investments in preferred stock and common stock. The Company complies with applicable laws and regulations, which further restrict the type, quality and concentration of investments. In general, these laws and regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common equity securities and real estate mortgages.

The Company’s investment policy is established by the Board of Directors Investment Committee and is reviewed on a regular basis. Pursuant to this investment policy, as of ~~March 31,~~June 30, 2010, approximately

~~50.1%~~ 43.8% of the investments were in fixed income available for sale securities and ~~49.9%~~56.2% in equity securities considered available for sale, based upon our estimates of required liquidity. The Company may in the future consider additional fixed maturities to be held to maturity and carried at amortized cost. The Company does not use any swaps, options, futures or forward contracts to hedge or enhance the investment portfolio at this time.

The investment portfolio is managed by the Investment Committee consisting of all current directors in accordance with guidelines established by the Florida OIR.

The table below sets forth investment results for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2010 and 2009:

	For the Three Months Ended March 31,						For the Six Months Ended June 30,
	2010			2009			2010			2009
Cash and cash equivalents	$	18,454		$	215,983		$	51,330		$	231,859
Fixed maturities		299,629			127,716			545,938			700,984
Equity securities		9,990			96,730			19,863			187,116
Total investment income		328,073			440,429			617,131			1,119,959
Less investment expenses		(135,120	)		(115,840	)		(306,560	)		(321,477	)

Net investment income	$	192,953		$	324,589		$	310,571		$	798,482

The following table summarizes, by type, the Company’s investments as of ~~March 31,~~June 30, 2010 and December 31, 2009:

	March 31, 2010					December 31, 2009					June 30, 2010					December 31, 2009
	Carrying		Percent			Carrying		Percent			Carrying		Percent			Carrying		Percent
	Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total
Fixed maturities, available for sale, at fair value:
US government and agency obligations		56,889,863		42.9	%		41,389,008		36.1	%		50,111,815		36.3	%		41,389,008		36.1	%
Foreign obligations		9,478,937		7.2	%		-		0.0	%		10,335,895		7.5	%		-		0.0	%
Equity securities, at market		66,087,564		49.9	%		73,408,002		63.9	%		77,477,064		56.2	%		73,408,002		63.9	%

Total investments	$	132,456,364		100.00	%	$	114,797,010		100.00	%	$	137,924,774		100.00	%	$	114,797,010		100.00	%

Fixed maturities, available for sale, are carried on the balance sheet at fair value. At ~~March 31,~~June 30, 2010, the fixed maturities had quality ratings ~~from~~of AAA ~~to Aaa~~ by Moody’s Investors Service, Inc. and AAA, except for Switzerland Government Bonds which are not rated, by Standard and Poors’ Company.

Below is a summary of fixed maturities at ~~March 31,~~June 30, 2010 and December 31, 2009 by contractual or expected periods.

	March 31, 2010				December 31, 2009				June 30, 2010				December 31, 2009
Available-for-Sale	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	897,310	$	896,192	$	-	$	-	$	4,190,254	$	3,886,762	$	-	$	-
Due after one year through five years		8,841,591		8,763,721		176,350		180,901		16,140,691		15,883,442		176,350		180,901
Due after five years through ten years		12,879,359		12,779,338		2,909,446		2,942,497		37,060,977		37,578,848		2,909,446		2,942,497
Due after ten years		45,184,170		43,929,549		39,210,931		38,265,610		3,105,680		3,098,658		39,210,931		38,265,610

Total	$	67,802,430	$	66,368,800	$	42,296,727	$	41,389,008	$	60,497,602	$	60,447,710	$	42,296,727	$	41,389,008

At ~~March 31,~~June 30, 2010, the weighted average maturity of the fixed maturities portfolio was approximately ~~13.56~~7.29 years.

The Company’s market risk generally represents the risk of gain or loss that may result from the potential change in the fair value of the Company’s investment portfolio as a result of fluctuations in prices, interest rates and, to a lesser extent, the Company’s debt obligations. As previously described in Note 6 “Loan Payable and Long-Term Debt”, of the notes to condensed consolidated financial statements, the Company’s surplus note accrues interest at an adjustable rate based on the 10-year Constant Maturity Treasury rate.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation ~~under the supervision and~~ with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer ~~have~~ concluded that ~~disclosure controls and procedures were effective~~there was a material weakness as of March 31, 2010 as described below.

The Company restated its Condensed Consolidated Financial Statements for the three-month period ended March 31, 2010. The Company issued a restatement to ~~ensure~~correct an error in the accounting for an other-than-temporary impairment (“OTTI”) of an investment security at March 31, 2010 that ~~information required to be disclosed by~~was sold at a loss after March 31, 2010, but before the Company filed its Form 10-Q for the quarter ended March 31, 2010. The Audit Committee, in ~~its reports~~consultation with management, concluded that ~~it files or submits under~~ the ~~Securities Exchange Act~~impairment of ~~1934 is recorded, processed, summarized and reported within~~ the ~~time periods specified in the S EC’s rules and forms. There was no change~~investment security should have been reflected in the Company’s ~~internal~~financial statements for the quarter ended March 31, 2010. The net effect resulting from the recording of the impairment of the security in the quarter ended March 31, 2010 on net income, accumulated other comprehensi ve income, diluted earnings per share, and stockholders’ equity is as follows:

	●		Net income decreased by $1,362,721
	●		Accumulated other comprehensive income increased by $1,478,917
	●		Diluted earnings per share decreased by $0.04
	●		Stockholders' equity increased by $116,197

Following a review of its controls ~~over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect,~~and processes for recording and monitoring investments in an unrealized loss position, the Company’s ~~internal control over~~management determined that its failure to timely record the impairment in its investment portfolio was a material weakness. The material weakness resulted in the restatement of the Condensed Consolidated Financial Statements for the quarter ended March 31, 2010.

Remediation Steps

The Company has reviewed its processes and controls for recording and monitoring investments in an unrealized loss position and determined that the error was limited to a discrete set of transactions occurring between March 31, 2010, the end of the Company’s first quarter, and May 10, 2010, the date the Company filed its Quarterly Report on Form 10-Q for the first quarter. The Company reviewed the sales and purchases of securities in the investment portfolio and determined that there were no other errors in accounting for them. To address the material weakness, the Company has enhanced its trade reporting system to provide that:

	●	finance personnel receive and review duplicate trade confirmations before closing the books at each month end.

	●	the “Other-Than-Temporary Impairment Analysis” (“The Watch List”) prepared by the 15th of each month will be available to certain of the Company’s management as well as the Company’s brokerage firms to assist in ascertaining whether and how proposed trading activity may affect the Company’s financial reporting.

	●	a “Review of Subsequent Trading Activity” report covering all trading activity since the prior month-end will be reviewed monthly by the Company’s finance personnel to identify trades that may involve securities with impaired values.

	●	a designated finance manager will solicit an attestation from the Company’s securities brokers that the Company’s finance department was informed of all trades involving securities on The Watch List.

Management believes that, as of the filing of this Quarterly Report, the Condensed Consolidated Financial Statements included herein present, in all material respects, the Company’s financial ~~reporting~~condition, results of operations and cash flows for the periods presented. The Company’s management believes the material weakness is fully remediated.

Changes in Internal Control Over Financial Reporting

None

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain lawsuits. In the opinion of management, none of these lawsuits (1) involve claims for damages exceeding 10% of the Company’s cash and invested assets, (2) involve matters that are not routine litigation incidental to the claims aspect of its business, (3) involve bankruptcy, receivership or similar proceedings, (4) involve material Federal, state, or local environmental laws, (5) potentially involve more than $100,000 in sanctions and a governmental authority is a party, or (6) are material proceedings to which any director, officer, affiliate of the Company, beneficial owner of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Exhibit
3.1	Registrant’s Restated Amended and Restated Certificate of Incorporation (1)

3.2	Certificate of Designation for Series A Convertible Preferred Stock dated October 11, 1994 (2)
3.3	Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997 (3)

3.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated October 19, 1998 (2)
3.5	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000 (2)
3.6	Certificate of Amendment of Certificate of Designations of the Series A Convertible Preferred Stock dated October 29, 2001 (2)

3.7	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005 (4)

3.8	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007 (4)

3.9	Amended and Restated Bylaws (5)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

~~31.2~~	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Title 18, United States Code, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1	Schedule of Investments

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 33-51546) declared effective on December 14, 1992
(2)	Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2002
(3)	Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB/A for the year ended April 30, 1997
(4)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-QSB for period ended June 30, 2007
(5)	Incorporated by reference to the Registrant’s Current Report on Form 8-K dated January 8, 2007

4853

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		UNIVERSAL INSURANCE HOLDINGS, INC.


Date: ~~May 10,~~August 9, 2010		/s/ Bradley I. Meier
		Bradley I. Meier, President and Chief Executive Officer


		/s/ ~~James M. Lynch~~George R DeHeer
		~~James M. Lynch,~~ George R. DeHeer, Acting Chief ~~Financial~~Accounting Officer ~~(Principal~~ (Principal Accounting Officer)

	(Unaudited)
	March 31,			December 31,
ASSETS	2010			2009
Cash and cash equivalents	$	228,541,314		$	192,924,291
Investments
Fixed maturities available for sale, at fair value		66,368,800			41,389,008
Equity securities available for sale, at fair value		66,087,564			73,408,002
Real estate, net		3,293,582			3,289,893
Prepaid reinsurance premiums		221,022,592			200,294,241
Reinsurance recoverables		65,035,714			91,816,433
Premiums receivable, net		38,709,483			37,363,110
Receivable from securities		12,148,475			6,259,973
Other receivables		4,201,023			5,068,367
Income taxes recoverable		3,971,565			3,211,874
Property and equipment, net		1,256,876			1,245,858
Deferred policy acquisition costs, net		12,436,392			9,464,624
Deferred income taxes		12,046,948			11,894,289
Other assets		492,641			617,337
Total assets	$	735,612,969		$	678,247,300

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Unpaid losses and loss adjustment expenses	$	131,736,670		$	127,197,753
Unearned premiums		298,317,010			278,370,544
Advance premium		23,357,329			17,078,558
Accounts payable		3,974,070			3,172,626
Bank overdraft		25,460,302			20,297,061
Reinsurance payable, net		89,208,479			73,104,595
Income taxes payable		479,563			368,968
Dividends payable		4,699,927			-
Other accrued expenses		19,468,916			20,750,385
Long-term debt		24,264,706			24,632,353
Total liabilities		620,966,972			564,972,843

STOCKHOLDERS' EQUITY:
Cumulative convertible preferred stock, $.01 par value		1,077			1,087
Authorized shares - 1,000,000
Issued shares - 107,690 and 108,640
Outstanding shares - 107,690 and 108,640
Minimum liquidation preference - $287,240 and $288,190
Common stock, $.01 par value		408,772			402,146
Authorized shares - 55,000,000
Issued shares - 40,877,087 and 40,214,884
Outstanding shares - 39,166,033 and 37,774,765
Treasury shares, at cost - 1,711,054 and 1,809,119 shares		(7,389,416	)		(7,948,606	)
Common stock held in trust, at cost 0 and 631,000 shares		-			(511,110	)
Additional paid-in capital		36,595,977			36,666,914
Accumulated other comprehensive (loss) income, net of taxes		(2,672,839	)		563,654
Retained earnings		87,702,426			84,100,372
Total stockholders' equity		114,645,997			113,274,457
Total liabilities and stockholders' equity	$	735,612,969		$	678,247,300

	For the Three
	Months Ended March 31,
	2010			2009
PREMIUMS EARNED AND OTHER REVENUES
Direct premiums written	$	160,099,645		$	145,212,145
Ceded premiums written		(127,567,966	)		(95,727,857
Net premiums written		32,531,679			49,484,288
Decrease (increase) in net unearned premium		781,884			(11,726,636
Premiums earned, net		33,313,563			37,757,652
Net investment income		192,953			324,589
Realized gains on investments		3,694,717			1,111,333
Foreign currency gains on investments		684,247			-
Commission revenue		8,737,871			7,444,849
Other revenue		1,004,253			1,479,377

Total premiums earned and other revenues		47,627,604			48,117,800

OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses		23,651,712			20,420,664
General and administrative expenses		10,377,818			7,515,228

Total operating costs and expenses		34,029,530			27,935,892

INCOME BEFORE INCOME TAXES		13,598,074			20,181,908

Income taxes, current		3,411,241			8,582,617
Income taxes, deferred		1,879,864			(838,539
Income taxes, net		5,291,105			7,744,078

NET INCOME	$	8,306,969		$	12,437,830

Basic net income per common share	$	0.21		$	0.33
Weighted average of common shares
outstanding - Basic		38,889,176			37,561,341

Fully diluted net income per share	$	0.21		$	0.31
Weighted average of common shares
outstanding - Diluted		40,434,042			39,921,929

Cash dividend declared per common share	$	0.12		$	0.22

	For the Three
	Months Ended March 31,
		2010			2009
Comprehensive Income:
Net income	$	8,306,969			$12,437,830
Change in net unrealized (losses) gains on investments, net of tax		(3,236,494	)		2,556,141
Comprehensive Income		$5,070,475			$14,993,971

	Number			Option Price per Share						Intrinsic
	of Shares			Low		High		Weighted Avg.		Value

Outstanding January 1, 2010		6,345,000		$	0.50	$	6.50	$	3.21	$	17,888,900
Granted		350,000		$	5.84	$	5.84	$	5.84
Exercised		(2,230,000	)	$	0.70	$	3.90	$	1.49	$	10,423,300
Expired		-		$	-	$	-	$	-
Outstanding March 31, 2010		4,465,000		$	0.50	$	6.50	$	2.19	$	6,060,900

Outstanding January 1, 2009		6,650,000		$	0.50	$	6.50	$	3.15	$	3,795,250
Granted		-		$	-	$	-	$	-
Exercised		-		$	-	$	-	$	-
Expired		-		$	-	$	-	$	-
Outstanding March 31, 2009		6,650,000		$	0.50	$	6.50	$	3.15	$	8,574,600