an SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 24, 2015 • PROSPECTUS SUPPLEMENT (To Prospectus dated March 23, 2015) Depositary Shares ea National General >> ry Holdings Corp. Depositary Shares, Each Representing 1 /40th of a Share of % Non-Cumulative Preferred Stock, Series B u''.. env offering depositary shares. each of which represents a 11‘10,4 interest in a share of our tc Non-Cumulative Preferred Stork. Series B. $0.01 par value per share. $1,000 liquidation preference per share (equivalent to $25 per depositary share) (the • "Series B Preferred Stork"). The depositary shares nee evidenced by depository receipts. Each depositary share entitles the holder. o through the depositary, to a proportional fractional interest in all rights and preferences of the Series B Preferred Stock represented ne thereby (including any dividend. liquidation. redemption and voting rights). • w Dividends on the Series B Preferred Stork represented by the depositary shares when, as and if declared by our Brant of Directors or to 'E g a duly authorized committee of the Board will ore me and be payable on the liquidation preference amount. on a non-cumulative E d) basis. quarterly in arrears on the 15g day of January. April. July and October of each year (each, a "diridend payment date"). a- commencing on July 15 o . 2015. at an annual rate f ch. Distributions trill be made in respect of the depositary shares if and to the extent dividends are paid on the Series B Preferred Stork. • co Dividends on the Series B Preferred Stock are not ...initially.% Accordingly, in the event dividends are not declared on the Series B Preferred Stock for payment on any dividend payment date, then those dividends will not accumulate I trill not be payable. If we -6 Irv, hare not declared a dividend before the diridend payment date for any dividend period. we trill hare no obligation to pay dividends for W)G4 8 that diridend period. whethe