EX-4.2



 Exhibit 4.2 

[FACE OF CERTIFICATE] 
 THIS
CERTIFICATE IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, OR ITS NOMINEE (THE “DEPOSITARY”). THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. 

NATIONAL GENERAL HOLDINGS CORP., 

a Delaware corporation 

[•]% NON-CUMULATIVE PREFERRED STOCK, SERIES A, 

$0.01 par value per share 
 CUSIP
NO. [•] 
 CERTIFICATE NO. 1 
 This
Certifies that Cede & Co. is the registered owner of [•] FULLY PAID AND NON-ASSESSABLE SHARES OF [•]% NON-CUMULATIVE PREFERRED STOCK, SERIES A, $0.01 par value per share, with a liquidation preference of
$25.00 per share (“Shares”), of NATIONAL GENERAL HOLDINGS CORP., a Delaware corporation (the “Company”), transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate and the Shares represented hereby are issued under and shall be subject to all the provisions of the Second Amended and Restated Certificate of Incorporation of the Company and the
Certificate of Designations relating thereto approved by the Board of Directors (or an authorized committee thereof) of the Company and any amendments thereto, copies of which are on file with the Transfer Agent, to all of which the holder by
acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
 WITNESS
the seal of the Company and the facsimile signatures of its secretary and a duly authorized officer. 
 Dated: [•], 2014 

[SEAL] 

					
			
	   
	 		 	   

	 Secretary
  

COUNTERSIGNED AND REGISTERED:
 AMERICAN STOCK
TRANSFER AND TRUST
 COMPANY, LLC,

as TRANSFER AGENT AND REGISTRAR
	 	Authorized Officer

  

			
		
	By:	 	 
		 	Authorized Signature








 [REVERSE OF CERTIFICATE] 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

			
	TEN COM - as tenants in common	 	UNIF GIFT MIN ACT or U/G/M/A - Uniform Gifts to Minors
Act
	TEN ENT - as tenants by the entireties	 	
	JT TEN - as joint tenants with right of survivorship and not as
                tenants in common

 Additional abbreviations may also be used though not in the above list. 

For Value Received, _________________ hereby sell, assign and transfer 

unto_____________________________________
[                    ] (Please insert social security number or other identifying number of assignee and print or typewrite name and address
including postal code of assignee) 
 ____________________________________________ Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint 
 _________________________________________Attorney to transfer the said Shares on the books of the within named Company with full
power of substitution in the premises. 
 Dated____________ 

______________________________________________ 
 NOTICE: THE
SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 

Signature(s) Guaranteed: 

_______________________________________________ 
 THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN ANY APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.