National General Holdings Corp. (Form: 8-K, Received: 01/04/2021 16:27:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 4, 2021

NATIONAL GENERAL HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36311

27-1046208

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

59 Maiden Lane, 38th Floor

New York, New York 10038

(Address of Principal Executive Offices) (Zip Code)

(212) 380-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NGHC	The Nasdaq Stock Market LLC
7.50% Non-Cumulative Preferred Stock, Series A	NGHCP	The Nasdaq Stock Market LLC
Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B	NGHCO	The Nasdaq Stock Market LLC
Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series C	NGHCN	The Nasdaq Stock Market LLC
7.625% Subordinated Notes due 2055	NGHCZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Material Agreement

On January 4, 2021 and in connection with the Merger (as defined below), National General Holdings Corp. (the “Company”) entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”), by and among the Company, as the issuer, The Allstate Corporation (“Allstate”), as the guarantor, and The Bank of New York Mellon (the “Notes Trustee”), as trustee, supplementing that certain Indenture, dated as of May 23, 2014, by and between the Company and the Notes Trustee, as supplemented by the First Supplemental Indenture, dated as of May 23, 2014 (as supplemented, the “Indenture”), relating to the issuance of 6.750% Senior Notes due 2024 (the “2024 Notes”), pursuant to which the Company, Allstate and the Notes Trustee agreed to amend the Indenture to: (i) amend certain information covenants in the Indenture to replace the requirement of the Company to provide certain information to the holders of the 2024 Notes with a requirement of Allstate to provide similar information in respect of Allstate, and (ii) add Allstate as a guarantor of the payment obligations of the Company with respect to the 2024 Notes. As required by the Indenture, a majority of the holders of the 2024 Notes consented to the Third Supplemental Indenture.

A copy of the Third Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01. The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture.

Item 1.02

Termination of a Material Definitive Agreement

On January 4, 2021, and in connection with the Merger, the Company terminated the Credit Agreement, dated as of February 25, 2019 (the “Credit Agreement”), by and among the Company, as the borrower, JPMorgan Chase Bank, N.A., as the administrative agent (the “Agent”), KeyBank National Association and Fifth Third Bank as co-syndication agents, and Associated Bank, National Association and The Bank of Nova Scotia, as co-documentation agents, and the various lending institutions party thereto, and the other Loan Documents (as defined in the Credit Agreement) by prepaying all outstanding amounts thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 4, 2021, the Company completed its previously announced merger with Bluebird Acquisition Corp. (“Merger Sub”), a wholly-owned indirect subsidiary of Allstate. Pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among Allstate, Merger Sub and the Company (the “Merger Agreement”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned indirect subsidiary of Allstate (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common share, par value $0.01 per common share, of the Company (each, a “Common Share” and collectively, the “Common Shares”) (other than shares owned by Allstate and any of its subsidiaries or the Company and any of its subsidiaries) were automatically canceled and converted into the right to receive $32.00 in cash, without interest and subject to any applicable tax withholdings (the “Merger Consideration”), plus a special pre-closing dividend of $2.50 (the “Special Pre-Closing Dividend”).

At the Effective Time, (i) each outstanding option to purchase a Common Share (collectively, the “Company Options”), regardless of whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend, minus the exercise price per Common Share underlying such option and (ii) each restricted stock unit with respect to a Common Share which was outstanding as of the date the Merger Agreement (collectively, the “Company RSUs”), regardless of whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend.

A copy of the Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 8, 2020 and is incorporated by reference as Exhibit 2.1 hereto and is incorporated by reference in this Item 2.01. The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.

In connection with the consummation of the Merger, the Company notified NASDAQ Global Select Market (“NASDAQ”) of the completion of the Merger and requested that trading in the Common Shares be suspended on NASDAQ prior to the opening of trading January 4, 2021. On January 4, 2021, NASDAQ filed a notification of removal from listing and/or registration on Form 25 with the Securities and Exchange Commission (“SEC”) with respect to the Common Shares to report the delisting of the Common Shares from NASDAQ, and to deregister the Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, following the consummation of the Merger, the Company issued a press release announcing its plan to (i) voluntarily redeem the following securities: (a) all outstanding shares of 7.50% Non-Cumulative Preferred Stock, Series A (par value $0.01 per share) (collectively, the “Class A Preferred Stock”), (b) all outstanding Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B and the underlying shares of 7.50% Non-Cumulative Preferred Stock, Series B (par value $0.01 per share) (collectively, the “Class B Preferred Stock”), and (c) the aggregate outstanding principal amount of its 7.625% Subordinated Notes Due 2055 (the “2055 Notes”), in each case, on February 3, 2021, and (ii) voluntarily delist and deregister Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series C (par value $0.01 per share) that are currently listed on NASDAQ (“Class C Preferred Stock”) with no plan to list or register such securities on another national securities exchange or request quotation of such securities on any other medium. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The Company intends to file with the SEC a certification and notice on Form 15 with respect to the Common Shares, requesting that the duty of the Company to file reports under Section 13 of the Exchange Act with respect to the Common Shares be terminated and the duty of the Company to file reports under Section 15(d) of the Exchange Act with respect to the Common Shares be suspended. Following effectiveness of the notification on Form 25 to be filed with the SEC relating to Class C Preferred Stock, the Company also intends to file with the SEC a certification and notice on Form 15 with respect to Class C Preferred Stock, requesting that the duty of the Company to file reports under Section 13 of the Exchange Act with respect to such securities be terminated and the duty of the Company to file reports under Section 15(d) of the Exchange Act with respect to such securities be suspended.

In connection with the deregistrations described above, on January 4, 2021, the Company also filed a post-effective amendment to certain of its outstanding registration statements to terminate the effectiveness of such registration statements and remove from registration any and all unsold securities under such registration statements.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Items 1.01, 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.

In connection with the completion of the Merger and at the Effective Time, holders of the Common Shares, the Company Options and the Company RSUs ceased to have any rights in connection with their holding of such securities (other than their right to receive the Merger Consideration and the Special Pre-Closing Dividend, or the amount thereof, as applicable, as described in Item 2.01 above) and accordingly, no longer have any interest in the Company’s future earnings or growth.

Following the redemptions thereof, the holders of shares of Class A Preferred Stock and Class B Preferred Stock as well as the holders of the 2055 Notes will cease to have any rights in connection with their holding of such securities (other than their right to receive the redemption price therefor, calculated in accordance with the governing documents of such securities).

Item 5.01

Changes in Control of Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned indirect subsidiary of Allstate.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth under Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated in this Item 5.02 by reference.

Effective (i) as of the Effective Time, each of Mr. Barry Karfunkel, Mr. Robert Karfunkel and Mr. Barry D. Zyskind ceased to be directors of the Company, and (ii) after the effectiveness of the Amendment to Company Charter (as defined below), the board of directors of the Company increased its size, in accordance with the Company Charter, as amended, and the Company Bylaws (as defined below), to be comprised of sixteen (16) members, and each of Mr. Thomas J. Wilson, Ms. Carolyn D. Blair, Ms. Elizabeth A. Brady, Mr. Don Civgin, Mr. John E. Dugenske, Ms. Rhonda S. Ferguson, Mr. Suren Gupta, Mr. Jesse E. Merten, Mr. Mark Q. Prindiville, Mr. Mario Rizzo and Mr. Glenn T. Shapiro (the “Newly Appointed Directors”) were appointed as new directors of the Company to fill in the vacancies created by the board size increase and the resignations described above. Mr. Wilson will serve as the Chairman of the board of directors of the Company, effective following the Effective Time.

There are no arrangements or understandings between any of the Newly Appointed Directors, on the one hand, and any other persons, on the other hand, pursuant to which each was selected as a director of the Company. None of the Newly Appointed Directors has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the Effective Time, as previously approved by the Board of Directors of the Company, the Company adopted an amendment (the “Amendment to Company Charter”) to the Second Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), which such amendment was approved following the Effective Time by Allstate Insurance Holdings, LLC, as the sole common stockholder of the Company, to increase the maximum size of the Board of Directors of the Company from eleven (11) to sixteen (16).

A copy of the Amendment to Company Charter is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.

Pursuant to the terms of the Merger Agreement and the action of the Board of Directors of the Company, in accordance with the existing Amended and Restated Bylaws of the Company prior to the Effective Time, at the Effective Time, the bylaws of Merger Sub immediately prior to the Effective Time became the Second Amended and Restated Bylaws of the Company (except that all references in the bylaws of Merger Sub to its name were changed to instead refer to the name of the Company) (the “Company Bylaws”) and will remain the bylaws of the Company until changed or amended as provided therein or pursuant to the provisions of the other organizational documents of the Company or applicable law.

A copy of the Company Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.

Item 8.01

Other Events

The information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.

Following the Effective Time, Allstate issued a press release announcing the consummation of the Merger. A copy of such press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following are filed herewith:


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 7, 2020, by and among The Allstate Corporation, Bluebird Acquisition Corp. and National General Holdings Corp.*

3.1		Amendment No. 1 to the Second Amended and Restated Certificate of Incorporation of National General Holdings Corp.

3.2		Second Amended and Restated Bylaws of National General Holdings Corp.

4.1		Third Supplemental Indenture, dated as of January 4, 2021, by and among National General Holdings Corp., The Allstate Corporation and The Bank of New York Mellon.

99.1		Press Release, issued by National General Holdings Corp. on January 4, 2021.

99.2		Press Release, issued by The Allstate Corporation on January 4, 2021.

104		The Cover Page from the Company’s Current Report on Form 8-K dated January 4, 2021, formatted in Inline XBRL.

*	Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 8, 2020.

Forward Looking Statements

This current report on Form 8-K contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements can generally be identified by the use of forward-looking terminology, such as “may,” “will,” “plan,” “expect,” “project,” “intend,” “estimate,” “anticipate” and “believe” or their variations or similar terminology. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, the occurrence of any event, change or other circumstances that could affect the delistings, deregistrations and redemptions described herein. The forward-looking statements contained in this current report on Form 8-K are made only as of the date of this current report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statement except as may be required by law. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in the Company’s filings with the SEC.

SIGNATURE

Pursuant to 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 hereunto duly authorized.

Date: January 4, 2021


NATIONAL GENERAL HOLDINGS CORP.

By:		/s/ Jeffrey Weissmann
Name:		Jeffrey Weissmann
Title:		General Counsel and Secretary

Exhibit 3.1

NATIONAL GENERAL HOLDINGS CORP.

CERTIFICATE OF AMENDMENT TO

THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Pursuant to Section 242 of the Delaware General Corporation Law

January 4, 2021

The undersigned, on behalf of National General Holdings Corp., a Delaware corporation (the “Corporation”), and being a duly appointed officer of the Corporation and not in his individual capacity, for purposes of amending the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), does hereby certify, pursuant to Sections 103 and 242 of the Delaware General Corporation Law (the “DGCL”), that:

1. This amendment to the Certificate of Incorporation effected hereby, as herein certified, has been duly authorized and adopted by the Corporation’s Board of Directors and sole common stockholder in accordance with the provisions of Sections 141, 228 and 242 of the DGCL and shall be executed, acknowledged and filed in accordance with Section 103 of the DGCL.

2. The first sentence in Article V of the Certificate of Incorporation is hereby amended and reinstated in its entirety to read as follows:

“The business and affairs of the Corporation shall be managed by or under the direction of the board of directors consisting of not less than five directors nor more than sixteen directors, the exact number of directors to be determined from time to time exclusively by resolution adopted by the board of directors.”

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be executed as of the date first above written.


NATIONAL GENERAL HOLDINGS CORP.

/s/ Jeffrey Weissmann
Name:		Jeffrey Weissmann
Title:		General Counsel and Secretary

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS OF

NATIONAL GENERAL HOLDINGS CORP.

(the “Company”)

ARTICLE I

DIRECTORS

Section 1. Number; Election; Term of Office. The property, business and affairs of the Company shall be managed and controlled by a Board of Directors (the “Board”) composed of one or more members. The number of Directors may be fixed or changed from time to time by the Board without further amendment to these Second Amended and Restated Bylaws of the Company (the “Bylaws”). The number of directors on the Board shall initially be fixed at five (5). The Directors shall be elected at each annual meeting of the stockholders of the Company for a term of one year. Each Director shall hold office for the term for which he or she was elected and until the election and qualification of his or her successor.

Section 2. Filling of Vacancies. Vacancies occurring in the Board shall be filled either by (a) the majority vote of the remaining directors; or (b) the majority vote of the stockholders of the Company at a special meeting called for that purpose or at the next annual meeting of stockholders. Any Director elected to fill such vacancy shall hold office during the unexpired portion of the term of the Director whose place he or she was elected to fill.

Section 3. Dividends. The Board may declare dividends payable out of the surplus funds of the Company when warranted by law.

Section 4. Officers and Duties. The Board shall elect all the general officers of the Company hereafter provided and may prescribe additional descriptive titles for any such officers.

The Board may from time to time appoint Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers of the Company.

The Board may prescribe the duties and fix the compensation of any elected or appointed officer and may require from any officer security for his or her faithful service and for his or her proper accounting for monies and property from time to time in his or her possession.

All officers of the Company shall hold office at the will of the Board.

Section 5. Designation of Depositories. The Board shall designate in what bank or banks the funds of the Company shall be deposited and the person or persons who may sign, on behalf of the Company, checks or drafts against such deposits. Such designations may also be made by such person or persons as shall be appointed for that purpose by the Board.

Section 6. Powers. The Board shall have the power to make rules and regulations not inconsistent with the laws of the State of Delaware, the Second Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time (the “Certificate of Incorporation”), or these Bylaws, for the conduct of its own meetings and the management of the affairs of the Company.

Section 7. Compensation. The Board may authorize payment of compensation to Directors for their services as Directors, and fix the amount thereof.

Section 8. Appointment of Committees. The Board shall have the power to appoint committees, including but not limited to an Executive Committee, and to grant them powers not inconsistent with, the laws of the State of Delaware, the Certificate of Incorporation, or these Bylaws.

An Executive Committee may be appointed by a resolution adopted by a majority of the whole Board. It shall be composed of three (3) or more Directors selected by the Board, which members shall hold such office until the next annual meeting of the Board and until their successors shall be elected and qualified, subject to removal at will by the Board. To the extent provided in the resolution or in these Bylaws, the Executive Committee shall have and exercise, during the interim between the meetings of the Board, all of the authority of the Board in the management of the Company, but the designation of such Executive Committee shall not relieve the Board nor any member thereof of any responsibility imposed by law. The Chairman of the Executive Committee shall regularly report any action taken by the Executive Committee to the Board at the next meeting of the Board, and any such actions shall be subject to revision or alteration by the Board, provided that rights or acts of third parties vested or taken in reliance on such action prior to their written notice of any such revision or alteration shall not be adversely affected by such revision or alteration.

Section 9. Notices of Meetings. Notices of Board meetings other than the stated annual meeting may be made in writing, by electronic transmission, by telephone or in person. If a Board meeting notice is made in writing, it shall be addressed to each Director at his or her usual place of business. Any such notice in writing shall be sent not later than three days before such meeting. If a Board meeting notice is made by electronic transmission, by telephone or in person, it shall be sent or given not later than three hours before the meeting. If a Board meeting notice is sent by electronic transmission, it shall be sent to each Director at such destination and by such means as such Director shall have previously consented to. Notice of any Board meeting need not be given to any Director who shall sign a written waiver thereof either before or after the meeting or who shall be present at the meeting and participate in the business transacted. Any and all business transacted at any Board meeting shall be fully effective without any notice thereof having been given if all the members shall be present. Unless limited by law, the Certificate of Incorporation, these Bylaws, or by the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having so specially enumerated the matters to be acted upon.

Section 10. Annual Meeting. An annual meeting of the Board shall be held each year immediately after the adjournment of the annual meeting of the stockholders. Other meetings of the Board may be held at such time as the Board may determine or when called by the Chairman of the Board or by a majority of the Board.

Section 11. Quorum. A quorum for the transaction of business by the Board shall be a majority of the whole Board, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, until a quorum shall have been obtained.

Section 12. Action by Unanimous Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any Board meeting or by any committee appointed by the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 13. Participation in Meetings by Conference Telephone or Other Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or any committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE II

OFFICERS

Section 1. General. The general officers of the Company shall consist, at a minimum, of a Chairman of the Board, a President, and a Secretary, who shall be elected annually by the Board at the stated annual meeting held upon adjournment of the annual shareholders’ meeting, and if not elected at such meeting, such officers may be elected at any meeting of the Board held thereafter. Such officers shall be elected by a majority of the Directors, and shall hold office for one year and until their respective successors are elected and qualified, subject to removal at will by the Board. The Board may also elect additional officers of the Company, such as a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents, a Controller and such other officers as it shall deem appropriate. In case of a vacancy in any of the general offices of the Company, such vacancy may be filled by the vote of a majority of the Board. Two or more offices may be held by the same person, with the exception of the office of Chairman of the Board and the office of Secretary.

Section 2. Chairman of the Board. The Chairman of the Board shall be a member of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board at which he or she is present. In the absence or disability of the Chairman of the Board, the duties of the Chairman of the Board shall be performed and his or her authority shall be exercised by one of the other directors as designated for this purpose by the Board.

Section 3. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company; shall direct, coordinate and control the Company’s business and activities and its operating expenses and capital expenditures; shall have general authority to exercise all the powers necessary for the chief executive officer of the Company; and shall

perform such other duties and have such other powers as may properly belong to his or her office or as shall be prescribed by the Board or these bylaws, all in accordance with basic policies as established by and subject to the control of the Board. In the absence or disability of the Chief Executive Officer, or if this position has not been filled, the duties of the Chief Executive Officer shall be performed and his or her authority shall be exercised by the President or, in the absence or inability of the President, by one of the Vice Presidents or such other officer designated for this purpose by the Board.

Section 4. President. The President shall be the chief operating officer of the Company, and shall have general administrative control and supervision over the operations of the Company subject to the supervision of the Chief Executive Officer. He or she shall, in the absence or inability of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company. He or she shall also perform such other duties as may properly belong to his or her office or as shall be prescribed from time to time by the Chief Executive Officer or by the Board.

Section 5. Chief Financial Officer. The Chief Financial Officer shall be responsible for all financial and accounting matters and shall have such other powers and perform such other duties as the Board or the Chief Executive Officer may from time to time prescribe.

Section 6. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as may be assigned to him or her by the Chief Executive Officer, or by the President or by the Board. In the absence or in the case of the inability of the Chief Executive Officer and the President to act, the Board may designate which one of the Vice Presidents shall be the acting Chief Executive Officer of the Company during such absence or inability, whereupon such acting Chief Executive Officer shall have all the powers and perform all of the duties incident to the office of Chief Executive Officer during the absence or inability of the Chief Executive Officer and President to act.

Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the Board, and of all meetings of the stockholders, in books provided by the Company for such purpose. He or she shall attend to the giving of all notices of meetings of the Board or stockholders. He or she shall keep in safe custody the seal of the Company, shall have the authority to affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of an Assistant Secretary. He or she shall, in general, perform all of the duties which are incident to the office of Secretary and such other duties as the Board, Chairman of the Board, or Chief Executive Officer may from time to time prescribe.

Section 8. Treasurer. The Treasurer shall deposit the monies of the Company in the Company’s name in depositories designated by the Board, or by such person or persons as shall be appointed for that purpose by the Board. He or she shall, in general, perform all of the duties which are incident to the office of Treasurer and such other duties as the Board or Chief Executive Officer may from time to time prescribe. The Board may, in its discretion, require him or her to give bond for the faithful discharge of his or her duties.

Section 9. Controller. The Controller shall have such powers and perform such duties as the Board or the Chief Executive Officer may from time to time prescribe.

Section 10. Appointed Officers. An appointed officer shall have such powers and perform such duties as the Board, Chief Executive Officer or another officer of the Company having management responsibility for the organizational component or function to which such appointed officer is assigned may from time to time prescribe.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 1. Meetings of Stockholders. The annual meeting of the stockholders shall be held at a place, date and hour determined by the Chairman of the Board. The Chairman of the Board or the Board may at any time call a special meeting of the stockholders, and the Chairman of the Board shall call such special meeting when requested, in writing, so to do by the owners of not less than one-fifth of the outstanding shares of the Company.

Section 2. Notice. Written notice of every meeting of the stockholders shall be given to each stockholder entitled to vote at the meeting at least ten days before such meeting. The stockholders may waive notice of any such meeting, in writing, and the presence of a stockholder, either in person or by proxy, shall be considered a waiver of notice, except as otherwise provided by law.

Section 3. Quorum. The presence at such meeting in person or by proxy of stockholders of the Company representing at least fifty-one per cent of the then outstanding shares of the Company shall be necessary to constitute a quorum for the purpose of transacting business, except as otherwise provided by law, but a smaller number may adjourn the meeting from time to time until a quorum shall be obtained. Each stockholder shall be entitled to cast one vote in person or by proxy for each share of stock of the Company held and of record in his or her name on the books of the Company.

Section 4. Voting Power. A stockholder may vote at any meeting of the stockholders either in person or by proxy duly constituted in writing. No special form of proxy shall be necessary.

ARTICLE IV

SHARES OF STOCK

Section 1. Stock Certificates. Stock certificates shall be signed by the President or a Vice President and countersigned by the Secretary, shall be sealed with the corporate seal of the Company, and shall be registered upon the Share Register of the Company. Each certificate shall express on its face the name of the Company, the number of the certificate, the number of shares for which it is issued, the name of the person to whom it is issued, the par value of each of the said shares, and the amount actually received by the Company for each share represented by said certificate.

Section 2. Transfers of Shares. Transfers of shares of the Company shall be made only on the books of the Company by the holder thereof in person or by his or her attorney duly authorized, in writing, and upon the surrender of the certificates or certificate for the share transfer, upon which surrender and transfer new certificates will be issued. The Board may, by resolution, close the share transfer books of the Company for a period not exceeding ten days before the holding of any annual or special meeting of the stockholders. The Board may, by resolution, also close the transfer books of the Company for a period not exceeding ten days before the payment of any dividends which may be declared upon the shares of the Company.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Definitions. As used in this Article:

(A)

“Acted Properly” as to any Employee Indemnitee shall mean that such person

(i)

acted in good faith;

(ii)

acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company; and

(iii)

with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act properly.

(B)

“Covered Person” shall mean an Indemnitee (as defined below) or an Employee Indemnitee (as defined below).

(C)

“Employee Indemnitee” shall mean any person who is or was a non-officer employee of the Company (but not subsidiaries of the Company).

(D)

“Expenses” shall include attorneys’ fees and expenses and any attorneys’ fees and expenses of establishing a right to indemnification under this Article.

(E)

“Indemnitee” shall mean any person who is or was

(i)

a director or officer of the Company and/or any Subsidiary;

(ii)

a trustee or a fiduciary under any employee pension, profit sharing, welfare or similar plan or trust of the Company and/or any Subsidiary; or

(iii)

serving at the request of the Company as a director or officer of or in a similar capacity in another corporation, partnership, joint venture, trust or other enterprise, (which shall, for the purpose of this Article be deemed to include not-for-profit or for-profit entities of any type), whether acting in such capacity or in any other capacity including, without limitation, as a trustee or fiduciary under any employee pension, profit sharing, welfare or similar plan or trust.

(F)

“Proceeding” shall mean any threatened, pending or completed action or proceeding, whether civil or criminal, and whether judicial, legislative or administrative and shall include investigative action by any person or body, except any of the above (or part thereof) commenced by a Covered Person, unless the commencement of such Proceeding (or part thereof) was authorized in the specific case by the Board.

(G)

“Subsidiary” shall mean a company, 50% or more of the shares, or other ownership interests, of which at the time outstanding having voting power for the election of directors are owned directly or indirectly by the Company or by one or more subsidiaries or by the Company and one or more subsidiaries.

Section 2. Indemnification.

(A)

The Company shall indemnify any Indemnitee to the fullest extent permitted under law (as the same now or hereafter exists), who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was an Indemnitee against liabilities, Expenses, judgments, fines, excise taxes or penalties assessed with respect to an employee benefit plan or trust and amounts paid in settlement actually and reasonably incurred by him or her.

(B)

The Company shall indemnify any Employee Indemnitee who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that such person is or was an employee against liabilities, Expenses, judgments, fines, excise taxes or penalties assessed with respect to an employee benefit plan or trust and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding if such person Acted Properly.

(C)

The Company shall indemnify any Employee Indemnitee who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was an employee against amounts paid in settlement and against Expenses actually and reasonably incurred by him or her in connection with the defense or settlement of such Proceeding if he or she Acted Properly, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which such court shall deem proper.

Section 3. Advances. Expenses incurred in defending a Proceeding shall be paid by the Company to or on behalf of a Covered Person in advance of the final disposition of such Proceeding if the Company shall have received an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article and, with respect to Employee Indemnitees, the General Counsel of the Company does not disapprove counsel selected by the Employee Indemnitee.

Section 4. Procedures for Indemnification or Advance.

Any indemnification or advance under Sections 2 or 3 of this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific Proceeding upon a determination that indemnification or advancement to a Covered Person is proper in the circumstances. Such determination shall be made:

(A)

by the Board, by a majority vote of a quorum consisting of Directors who were not made parties to such Proceeding, or

(B)

if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or

(C)

in the absence of a determination made under (A) or (B), by the stockholders.

Section 5. Indemnification - Other Entities. The Company shall indemnify or advance funds to any Indemnitee described in Section 1(E)(iii) of this Article only after such person shall have sought indemnification or an advance from the corporation, partnership, joint venture, trust or other enterprise in which he or she was serving at the Company’s request, shall have failed to receive such indemnification or advance and shall have assigned irrevocably to the Company any right to receive indemnification which he or she might be entitled to assert against such other corporation, partnership, joint venture, trust or other enterprise.

Section 6. Miscellaneous.

(A)

The indemnification provided to a Covered Person by this Article:

(i)

shall not be deemed exclusive of any other rights to which such person may be entitled by law or under any articles of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise;

(ii)

shall inure to the benefit of the legal representatives of such person or his or her estate, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such person; and

(iii)

shall be a contract right between the Company and each such person who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of law or this Article shall not negatively affect any rights or obligations then existing with respect to any state of facts or any Proceedings then existing.

(B)

The indemnification and advances provided to a Covered Person by this Article shall extend to and include claims for such payments arising out of any Proceeding commenced or based on actions of such person taken prior to the effective date of this Article; provided that payment of such claims had not been agreed to or denied by the Company at the effective date.

(C)

The Company shall have the power to purchase and maintain insurance on behalf of any Covered Person against any liability asserted against him or her and incurred by him or her as a Covered Person or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Article. The Company shall also have power to purchase and maintain insurance to indemnify the Company for any obligation which it may incur as a result of the indemnification of Covered Persons under the provisions of this Article.

(D)

The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE VI

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Company shall begin in each year on the first day of January and end on the thirty-first day of the December following.

Section 2. Corporate Seal. The common seal of the Company shall be circular in form and shall contain the name of the Company and the words: “CORPORATE SEAL” and “DELAWARE”. An impression of the Company’s seal is affixed hereto.

Section 3. Amendment of Bylaws. These Bylaws may be amended or repealed by the vote of a majority of the Directors present at any meeting at which a quorum is present.

Section 4. Writing and Signing; Electronic Transmission. Whenever any provision of these Bylaws specifies that a writing is required or permitted to take action or to give notice, such action or notice may also be accomplished by electronic transmission. Electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process. If an electronic transmission is used to satisfy any provision of these Bylaws that specifies that a writing is required or permitted to take action or to give notice and these Bylaws require that such writing be signed by a particular person, such electronic transmission need not be signed but must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by that person.

An electronic transmission shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the Director or stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the Director or stockholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the Director or stockholder of such specific posting, upon the later of (a) such posting or (b) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Director or stockholder.

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE,

dated as of January 4, 2021

among

NATIONAL GENERAL HOLDINGS CORP.,

as Issuer,

THE ALLSTATE CORPORATION,

as Guarantor,

and

THE BANK OF NEW YORK MELLON,

as Trustee,

to the

INDENTURE

dated as of May 23, 2014

6.750% SENIOR NOTES DUE 2024

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2

SECTION 1.01.	Scope of Supplemental Indenture	2

SECTION 1.02.	Definitions	2

ARTICLE 2 GUARANTEE		2

SECTION 2.01.	The Guarantee	2

SECTION 2.02.	Guarantee Unconditional, etc	2

SECTION 2.03.	Subordination	3

SECTION 2.04.	Reinstatement	3

SECTION 2.05.	Subrogation	3

SECTION 2.06.	No Waiver; Remedies	3

ARTICLE 3 AMENDMENT AND RESTATEMENT		4

SECTION 3.01.	Rule 144 Information	4

ARTICLE 4 MISCELLANEOUS		4

SECTION 4.01.	Effect on Successors and Assigns	4

SECTION 4.02.	Governing Law; Waiver of Jury Trial	4

SECTION 4.03.	No Security Interest Created	4

SECTION 4.04.	Execution in Counterparts	4

SECTION 4.05.	Notices	5

SECTION 4.06.	Ratification of Base Indenture	5

SECTION 4.07.	The Trustee	5

THIRD SUPPLEMENTAL INDENTURE, dated as of January 4, 2021 (this “Third Supplemental Indenture”), by and among National General Holdings Corp., a Delaware corporation (the “Company”), The Allstate Corporation, a Delaware corporation (the “Guarantor”) and parent of the Company, and The Bank of New York Mellon (the “Trustee”), as trustee under the Indenture, dated as of May 23, 2014, between the Company and the Trustee (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 23, 2014 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s unsecured senior debt Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture;

WHEREAS, pursuant to the terms of the Base Indenture, the Company created and issued under the First Supplemental Indenture its 6.750% Senior Notes due 2024 (the “Securities”);

WHEREAS, Section 7.02 of the First Supplemental Indenture provides for the Company and the Trustee to enter into a supplemental indenture to the Base Indenture with the consent of a majority of the Holders of the Securities for the purposes of modifying the rights of the Holders under the Indenture;

WHEREAS, Section 7.01(c) of the First Supplemental Indenture provides for the Company and the Trustee to enter into a supplemental indenture to the Base Indenture without the consent of the Holders of the Securities to add a guarantee for the benefit of the Holders of the Securities;

WHEREAS, all of the Holders of the Securities have delivered an Act of the Holders of the Securities, acknowledged and agreed to by the Company and the Guarantor, requesting that the Trustee enter into this Third Supplemental Indenture with the Company and the Guarantor to (i) add a guarantee of the payment obligations of the Securities by the Guarantor and (ii) modify Section 4.03(a) of the First Supplemental Indenture to replace the requirement of the Company to provide certain information about itself with a requirement of the Guarantor to provide such information about itself instead; and

WHEREAS, all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms have been performed, and the execution and delivery of this Third Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Scope of Supplemental Indenture.

The changes, modifications and supplements to the Indenture effected by this Third Supplemental Indenture shall be applicable only with respect to, and shall govern only the terms of (and only the rights of the Holders, the obligations of the Company, the obligations of the Guarantor and the rights and obligations of the Trustee with respect to), the Securities, and shall not apply to any other securities that may be issued under the Base Indenture (or govern the rights of the holders or the obligations of the Company or the Guarantor with respect to any such other securities) unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements. The provisions of this Third Supplemental Indenture shall, with respect to the Securities, supersede any corresponding provisions in the Indenture. Subject to the preceding sentence, and except as otherwise provided herein, the provisions of the Indenture shall apply to the Securities and govern the rights of the Holders of the Securities, the obligations of the Company and the rights and obligations of the Trustee with respect thereto.

SECTION 1.02. Definitions.

For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, all words, terms and phrases defined in the Indenture (but not otherwise defined herein) shall have the same meanings as in the Indenture.

ARTICLE 2

GUARANTEE

SECTION 2.01. The Guarantee.

The Guarantor hereby fully and unconditionally guarantees to the Trustee and each Holder of a Security the full and prompt payment of all monetary obligations of the Company under the Security and the Indenture, whether for principal of, premium (if any) and interest on any such Security, expenses, indemnification or otherwise, including monetary obligations to the Trustee (such obligations being referred to herein as the “Obligations”), when and as the same shall become due and payable, whether at maturity, on an interest payment date, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of the Indenture (the “Guarantee”). In case of the failure of the Company punctually to pay any such Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, on an interest payment date, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The Guarantor further agrees that its guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection).

SECTION 2.02. Guarantee Unconditional, etc.

The Guarantor hereby agrees that its obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security or the Indenture, any failure to enforce the provisions of any Security or the Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Obligations. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

SECTION 2.03. Subordination.

The Guarantor hereby covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes a senior unsecured obligation of the Guarantor ranking (a) equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Guarantor from time to time outstanding, (b) senior in right of payment with all existing and future expressly subordinated indebtedness of the Guarantor from time to time outstanding and (c) junior in right of payment with any future secured indebtedness of the Guarantor to the extent of the value of the assets securing such indebtedness.

SECTION 2.04. Reinstatement.

This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company, the Guarantor or otherwise.

SECTION 2.05. Subrogation.

The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and premium (if any) and interest on all Securities and all other amounts due and owing under the Indenture shall have been paid in full.

SECTION 2.06. No Waiver; Remedies.

No failure on the part of the Trustee or any Holder to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

ARTICLE 3

AMENDMENT AND RESTATEMENT

SECTION 3.01. Rule 144 Information.

Section 4.03(a) of the First Supplemental Indenture is hereby deleted in its entirety and replaced with the following:

“(a) The Company covenants and agrees that it shall, during any period in which The Allstate Corporation, a Delaware corporation and the parent of the Company (“Allstate”), is not subject to Section 13 or 15(d) of the Exchange Act, make available to any Holder or beneficial holder of Securities and any prospective purchaser of Securities designated by such Holder or beneficial holder, the information, if any, required pursuant to Rule 144(c)(2) under the Securities Act as it relates to Allstate upon the request of any such Holder or beneficial holder of the Securities.”

ARTICLE 4

MISCELLANEOUS

SECTION 4.01. Effect on Successors and Assigns.

All agreements of the Company, the Guarantor, the Trustee, the Security Registrar, and the Paying Agent in the Indenture and the Securities will bind their respective successors.

SECTION 4.02. Governing Law; Waiver of Jury Trial.

This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. Each party hereto, hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with the Indenture.

SECTION 4.03. No Security Interest Created.

Nothing in the Indenture or in the Securities, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

SECTION 4.04. Execution in Counterparts.

This Third Supplemental Indenture may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of this Third Supplemental Indenture by one party to the other may be made by facsimile, electronic mail or

other transmission method as permitted by applicable law, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) on this Third Supplemental Indenture shall have the same validity and effect as a signature affixed by the party’s hand.

SECTION 4.05. Notices.

The Company or the Trustee, by notice given to the other in the manner provided in Section 105 of the Base Indenture, may designate additional or different addresses for subsequent notices or communications.

All notices or communications hereunder to the Guarantor will be in writing and effective only on receipt, and will be mailed or delivered to The Allstate Corporation, 2775 Sanders Road, Northbrook, Illinois 60062(847), Attention: Secretary.

Notwithstanding anything to the contrary in Sections 105 and 106 of the Base Indenture, whenever the Company of the Guarantor is required to deliver notice to the Holders, the Company or the Guarantor, as the case may be, will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying Agent and the Security Registrar.

SECTION 4.06. Ratification of Base Indenture.

The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein provided. For the avoidance of doubt, each of the Company and each Holder, by its acceptance of such Securities, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full.

SECTION 4.07. The Trustee.

The recitals in this Third Supplemental Indenture are made by the Company and the Guarantor only and not by the Trustee. The Trustee shall not be responsible with respect to the validity or sufficiency of this Third Supplemental Indenture, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Securities and of this Third Supplemental Indenture as fully and with like effect as set forth in full herein.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.


NATIONAL GENERAL HOLDINGS CORP., as Issuer



By:		/s/ Jeffrey Weissmann
Name:		Jeffrey Weissmann
Title:		Exeutive Vice President, General Counsel and Secretary



THE ALLSTATE CORPORATION, as Guarantor



By:		/s/ Mario Rizzo
Name:		Mario Rizzo
Title:		Executive Vice President and Chief Financial Officer



THE BANK OF NEW YORK MELLON, as Trustee



By:		/s/ Francine Kincaid
Name:		Francine Kincaid
Title:		Vice President

[Third Supplemental Indenture]

Exhibit 99.1

National General Announces Notice to Redeem Certain of its Securities and Intention to Delist and Deregister its Series C Depositary Shares

NEW YORK, January 4, 2021 (GLOBE NEWSWIRE) — National General Holdings Corp. (Nasdaq: NGHC) (“National General” or the “Company”), a wholly owned subsidiary of The Allstate Corporation, today delivered notices of redemption to, on February 3, 2021 (the “Redemption Date”), redeem in full:

•

all of the issued and outstanding shares of its 7.50% Non-Cumulative Preferred Stock, Series A (par value $0.01 per share) (CUSIP No.: 636220709) (collectively, the “Class A Preferred Stock”), at a redemption price equal to $25.00 per share plus declared and unpaid dividends on the shares of Class A Preferred Stock called for redemption for prior dividend periods, if any, plus accrued but unpaid dividends (whether or not declared) thereon for the then-current dividend period, to, but excluding, the Redemption Date, without accumulation of any other undeclared dividends;

•

all of the issued and outstanding Depositary Shares, Representing 1/40th of a Share of its 7.50% Non-Cumulative Preferred Stock, Series B (CUSIP No.: 636220808) (collectively, the “Class B Depositary Shares”) and the underlying 7.50% Non-Cumulative Preferred Stock, Series B (par value $0.01 per share) (CUSIP No.: 636220881) (collectively, the “Class B Preferred Stock”), at a redemption price equal to $25.00 per Class B Depositary Share (or, as applicable $1,000 per share of Class B Preferred Stock) plus declared and unpaid dividends on the Class B Depositary Shares (or shares of Class B Preferred Stock, as applicable) called for redemption for prior dividend periods, if any, plus accrued but unpaid dividends (whether or not declared) thereon for the then-current dividend period, to, but excluding, the Redemption Date, without accumulation of any other undeclared dividends; and

•

the aggregate outstanding principal amount of its 7.625% Subordinated Notes Due 2055 (the “2055 Notes”), in increments of $25 aggregate principal amount of the 2055 Notes, at a redemption price equal to 100% of the principal amount of the 2055 Notes being redeemed plus accrued but unpaid interest to, but not including, the Redemption Date (collectively, the “Redeemed Securities”).

Any dividends or interest payable on any Redeemed Securities on a date prior to the Redemption Date will be paid by National General on such date.

National General also intends to redeem the Depositary Shares, Representing 1/40th of a Share of its 7.50% Non-Cumulative Preferred Stock, Series C (CUSIP No.: 636220857) (collectively, the “Class C Depositary Shares”) and the underlying 7.50% Non-Cumulative Preferred Stock, Series C (par value $0.01 per share) (CUSIP No.: 636220865) (collectively, the “Class C Preferred Stock”) when they become redeemable in July 2021. Prior to the redemption of the Class C Depositary Shares and Class C Preferred Stock, National General will continue to pay quarterly dividends on the Class C Preferred Stock.

National General has notified the NASDAQ Global Select Market (“Nasdaq”) of its intention to, voluntarily delist from Nasdaq the Class C Depositary Shares, and, if permitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), terminate or suspend, as applicable, the registration of the same securities under the Exchange Act.

The Class A Preferred Stock, Class B Depositary Shares, 2055 Notes and Class C Depositary Shares are currently traded on Nasdaq under the symbols NGHCP, NGHCO, NGHCZ and NGHCN, respectively. National General does not plan to (i) list the Class C Depositary Shares on another national securities exchange or request quotation of such securities on any other medium, or (ii) register the Class C Depositary Shares under the Exchange Act.

About National General Holdings Corp.

National General Holdings Corp., a wholly owned subsidiary of the Allstate Corporation, headquartered in New York City, is a specialty personal lines insurance holding company. National General traces its roots to 1939, has a financial strength rating of A- (excellent) from A.M. Best and provides personal and commercial automobile, homeowners, umbrella, recreational vehicle, motorcycle, supplemental health, and other niche insurance products.

Forward Looking Statements

This news release contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements can generally be identified by the use of forward-looking terminology, such as “may,” “will,” “plan,” “expect,” “project,” “intend,” “estimate,” “anticipate” and “believe” or their variations or similar terminology. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, the occurrence of any event, change or other circumstances that could affect the delistings, deregistrations and redemptions described herein. The forward-looking statements contained in this news release are made only as of the date of this news release. The Company undertakes no obligation to publicly update any forward-looking statement except as may be required by law. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in the Company’s filings with the SEC.

Investor Contact

Clifford Gallant

SVP of Capital Strategy and Investor Relations

Phone: 212-380-9462

Email: Clifford.Gallant@NGIC.com

- 2 -

Exhibit 99.2

NEWS

FOR IMMEDIATE RELEASE

Contacts, Allstate:


Greg Burns		Mark Nogal
Media Relations		Investor Relations
(847) 402-5600		(847) 402-2800

Contacts, National General Holdings Corp.:


Jodi Swartz		Cliff Gallant
Media Relations		Investor Relations
(833) 684-0492		(212) 380-9462

Allstate Closes Acquisition of National General Holdings Corp.

NORTHBROOK, Ill., Jan. 4, 2021 – The Allstate Corporation (NYSE: ALL) today announced that it closed its $4 billion acquisition of National General Holdings Corp.

“The acquisition of National General advances our strategy of growing personal lines insurance with an increase of 1 percentage point in market share. Independent agents will now have more protection offerings for customers, with a strong technology platform creating growth opportunities for them and Allstate. National General’s accident and health business will also further expand Allstate’s circle of protection,” said Tom Wilson, chair, president and CEO of The Allstate Corporation.

More information will be available at Allstate’s quarterly earnings call on Feb. 4.

About Allstate

The Allstate Corporation (NYSE: ALL) protects people from life’s uncertainties with a wide array of protection for autos, homes, electronic devices and identity theft. Products are available through a broad distribution network including Allstate agents, independent agents, major retailers, online and at the workplace. Allstate is widely known for the slogan “You’re in Good Hands with Allstate.”

Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.

About National General

National General, headquartered in New York City, is a specialty personal lines insurance holding company serving a wide range of customer segments through a network of approximately 42,300 independent agents for property-casualty products. National General traces its roots to 1939, has a financial strength rating of A- (excellent) from A.M. Best, and provides personal and commercial automobile, homeowners, umbrella, recreational vehicle, motorcycle, lender-placed, supplemental health and other niche insurance products. Auto insurance represents approximately 60% of premium with a significant presence in the non-standard auto market. Its property-casualty business was built through a combination of organic growth and opportunistic acquisitions.

Forward-Looking Statements

This news release contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. We believe these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements may be found in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section in our most recent annual report on Form 10-K. Forward-looking statements are as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statement.