FIRSTAMENDMENT TO RIGHTS AGREEMENT

EXECUTION COPY

Exhibit 4.3

FIRST AMENDMENT TO RIGHTS AGREEMENT

This FIRST AMENDMENT TO RIGHTS AGREEMENT dated February 27, 2007 (the “First Amendment”), is between WCI Communities, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used but not defined in this First Amendment shall have the meanings assigned to such terms in the Rights Agreement (as defined below).

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of January 30, 2007 (the “Rights Agreement”); and

WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement; and

WHEREAS, each of the Company and the Rights Agent has duly authorized the execution and delivery of this First Amendment and has done all things necessary to make this First Amendment a valid agreement of the Company and the Rights Agent, respectively. This First Amendment is entered into pursuant to Section 27 of the Rights Agreement.

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to the Definition of “Exempted Entity”. In accordance with Section 27 of the Rights Agreement:

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2. Deletion of the Definition of “HW Entity”. In accordance with Section 27 of the Rights Agreement, the defined term “HW Entity” contained in Section 1(h) is hereby deleted in its entirety and replaced with the following phrase in Section 1(h) of the Rights Agreement: “Intentionally omitted.”

3. Authority. The execution and delivery of this First Amendment has been duly and validly authorized and approved by each of the parties hereto, and no other proceedings (corporate or otherwise) on the part of the parties hereto are necessary to authorize this First Amendment. This First Amendment has been duly and validly executed and delivered by each of the parties hereto and constitutes a valid and binding agreement of such parties, enforceable against each of them in accordance with its terms.

4. Governing Law. This First Amendment shall be governed by and construed in accordance with Delaware law.

5. Counterparts. This First Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this First Amendment to the Rights Agreement to be duly executed and attested, all as of the date first written above.