Exhibit 2.1 Execution Version Agreement and Plan of Merger among the Allstate Corporation, Bluebird Acquisition Corp. And National General Holdings Corp.

• Date: 07 July 2020
• Section: Merger Agreements

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among THE

ALLSTATE CORPORATION, BLUEBIRD ACQUISITION CORP. and NATIONAL GENERAL

HOLDINGS CORP. Dated as of July 7, 2020

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TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.1 The Merger 2

Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4

Directors and Officers of the Surviving Corporation 2 ARTICLE II MERGER

CONSIDERATION; CONVERSION OF STOCK 3 Section 2.1 Effect on Capital Stock 3

Section 2.2 Exchange of Company Common Shares 4 Section 2.3 Treatment of

Company Stock Awards 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE

COMPANY 8 Section 3.1 Organization, Standing and Power; Subsidiaries 8

Section 3.2 Capital Stock 9 Section 3.3 Authority 10 Section 3.4 No

Conflict; Consents and Approvals 11 Section 3.5 SEC Reports; Financial

Statements 12 Section 3.6 No Undisclosed Liabilities 14 Section 3.7

Information Supplied 14 Section 3.8 Absence of Certain Changes or Events

14 Section 3.9 Litigation 15 Section 3.10 Compliance with Laws;

Permits 15 Section 3.11 Benefit Plans 17 Section 3.12 Labor Matters

20 Section 3.13 Environmental Matters 22 Section 3.14 Taxes 22

Section 3.15 Contracts 23 Section 3.16 Company Reinsurance Agreements 25

Section 3.17 Properties 26 Section 3.18 Intellectual Property; Software

27 Section 3.19 Insurance Matters 29 Section 3.20 Reserves 31

Section 3.21 Affiliate Transactions 31 Section 3.22 Brokers 31

Section 3.23 Takeover Statutes 31 Section 3.24 Fairness Opinion 31

Section 3.25 Investments 32 Section 3.26 No Other Representations or

Warranties 32

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 32

Section 4.1 Organization, Standing and Power 33 Section 4.2 Authority 33

Section 4.3 No Conflict; Consents and Approvals 33 Section 4.4

Information Supplied 34 Section 4.5 Litigation 34 Section 4.6

Ownership of Company Shares 35 Section 4.7 Ownership and Operations of

Merger Sub 35 Section 4.8 Sufficient Funds 35 Section 4.9 Brokers 35

Section 4.10 No Other Representations or Warranties 35 ARTICLE V COVENANTS

35 Section 5.1 Conduct of Business of the Company 35 Section 5.2

Company Acquisition Proposals 40 Section 5.3 Preparation of the Proxy

Statement; Company Stockholder Meeting 44 Section 5.4 Access to

Information; Confidentiality 45 Section 5.5 Further Action; Efforts 46

Section 5.6 Employee Benefits Matters 48 Section 5.7 Notification of

Certain Matters 50 Section 5.8 Indemnification, Exculpation and Insurance

50 Section 5.9 Section 16 Matters 52 Section 5.10 Takeover Statutes

52 Section 5.11 Control of Operations 52 Section 5.12 Certain

Litigation 52 Section 5.13 Public Announcements 53 Section 5.14

Transfer Taxes 53 Section 5.15 FIRPTA Certificate 53 Section 5.16

Parent Financing 53 Section 5.17 Company Debt 54 Section 5.18

Company Preferred Stock 56 Section 5.19 Expenses 57 Section 5.20

Special Dividend 57 Section 5.21 Gain Recognition Agreements 58

Section 5.22 Third-Party Consents 58 Section 5.23 Resignations 58

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ARTICLE VI CONDITIONS PRECEDENT 59 Section 6.1 Conditions to Each

Party’s Obligations to Effect the Merger 59 Section 6.2 Conditions to

Obligations of Parent and Merger Sub 59 Section 6.3 Conditions to

Obligations of the Company 60 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER

61 Section 7.1 Termination 61 Section 7.2 Effect of Termination 62

Section 7.3 Fees and Expenses 63 Section 7.4 Extension of Time; Waiver 64

ARTICLE VIII GENERAL PROVISIONS 64 Section 8.1 Nonsurvival of

Representations and Warranties 64 Section 8.2 Notices 65 Section 8.3

Certain Defined Terms 66 Section 8.4 Interpretation 75 Section 8.5

Entire Agreement 76 Section 8.6 Amendment or Supplement 76 Section

8.7 No Third Party Beneficiaries 76 Section 8.8 Governing Law 77

Section 8.9 Jurisdiction; Enforcement 77 Section 8.10 Waiver of Jury

Trial 77 Section 8.11 Assignment; Successors 77 Section 8.12

Remedies 78 Section 8.13 Severability 78 Section 8.14 Disclosure

Letters 78 Section 8.15 Counterparts; Execution 79

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AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of

July 7, 2020 (as amended in accordance with the terms hereof, this “Agreement”),

is by and among The Allstate Corporation, a Delaware corporation (“Parent”),

Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned

subsidiary of Parent (“Merger Sub”), and National General Holdings Corp., a

Delaware corporation (the “Company”). All capitalized terms used in this

Agreement shall have the meanings ascribed to such terms in Section 8.3 or as

defined elsewhere in this Agreement. RECITALS WHEREAS, the parties intend

that Merger Sub will be merged with and into the Company, with the Company as

the Surviving Corporation (the “Merger”), pursuant to which, in addition to the

payment of the Special Dividend immediately prior to the Effective Time, each

issued and outstanding share of Company Common Stock (the “Company Common

Shares”) will be converted into the right to receive the Merger Consideration

and each issued and outstanding share of Company Preferred Stock (the “Company

Preferred Shares”) will remain outstanding, in each case, on the terms and

subject to the conditions set forth in this Agreement and in accordance with the

General Corporation Law of the State of Delaware (the “DGCL”); WHEREAS, the

Parent Board, at a meeting duly called and held, duly adopted resolutions (a)

approving this Agreement, the Merger and the other Transactions and (b)

determining that the terms of the Merger and the other Transactions are in the

best interests of Parent; WHEREAS, the Company Board, at a meeting duly called

and held, duly and unanimously adopted resolutions (a) approving this Agreement,

the Merger and the other Transactions, (b) determining that the terms of the

Merger and the other Transactions are advisable and in the best interests of the

Company and its stockholders, (c) directing that this Agreement be submitted to

the holders of the Company Common Stock for adoption and (d) recommending that

the holders of the Company Common Stock adopt this Agreement; WHEREAS, the

board of directors of Merger Sub has unanimously adopted resolutions (a)

approving this Agreement, the Merger and the other Transactions, (b) determining

that the terms of the Merger and the other Transactions are advisable and in the

best interests of Merger Sub and its stockholders and (c) recommending that

Allstate Insurance Holdings, LLC, as the sole stockholder of Merger Sub, adopt

this Agreement; WHEREAS, contemporaneously with the execution and delivery of

this Agreement, and as an inducement to Parent’s willingness to enter into this

Agreement, certain stockholders of the Company are executing and delivering a

voting agreement in favor of Parent (the “Company Voting Agreement”); and

WHEREAS, each of Parent, Merger Sub and the Company desires to make certain

representations, warranties, covenants and agreements in connection with the

Merger and also to prescribe various conditions to the Transactions. NOW,

THEREFORE, in consideration of the mutual covenants and premises contained in

this Agreement and for other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties agree as follows:

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