SAFECO CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2007 • Safeco Corp • Fire, marine & casualty insurance • New York
Pursuant to a Transaction Agreement dated November 6, 2005, as amended March 30, 2007 (the “Transaction Agreement”) between Safeco Corporation, a Washington corporation (the “Company”), and Lehman Brothers Finance S.A. (“Lehman Finance” or the “Selling Shareholder”), Lehman Finance is entitled to receive a Settlement Balance (as defined in the Transaction Agreement) of $21,236,258 from the Company on the Settlement Date (as defined in the Transaction Agreement). The Settlement Balance shall be paid by the Company to Lehman Finance in the form of shares of the Company’s common stock, no par value (the “Common Stock”). Lehman Brothers Inc. (the “Underwriter”) proposes to sell on behalf of Lehman Finance the shares of Common Stock (the “Shares”) that the Company will deliver to Lehman Finance to satisfy its obligation to pay the Settlement Balance. This is to confirm the agreement concerning the sale of the Shares among the Company, Lehman Finance and the Underwriter.
