SAFECO Corporation

SAFECO Plaza

Seattle, Washington 98185

Philip de Toledo, Sr. Vice President

The Capital Group Companies, Inc.

333 Hope Street

Los Angeles, California 90071

J. Michael Low

Low & Childers, Inc.

2999 North 44th Street, Suite 250

Phoenix, Arizona 85018

Insurance Commissioners per attached list

SAFECO Corporation is a Washington domestic insurance holding company. SAFECO Corporation is the ultimate controlling person of the following Washington domestic insurance companies:

Empire Life Insurance Company

First National Insurance Company of America

General Insurance Company of America

SAFECO Insurance Company of America

SAFECO Life Insurance Company

SAFECO National Life Insurance Company

SAFECO Surplus Lines Insurance Company

Capital Group Companies, Inc. is the parent of some number of subsidiaries referred to as CGC Management Companies. Capital Group Companies, Inc. filed its disclaimer of control as to the identified Washington domestic insurers in anticipation of its acquisition of 10% or more of the voting stock of SAFECO Corporation.

The acquisition of a domestic Washington insurance company is controlled by RCW 48.31B. RCW 48.31B.005 establishes a presumption of control "if a person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, ten percent or more of the voting securities of any other person.”

Order No. G 99-45

Notice of Hearing

Page Two

YOU ARE HEREBY NOTIFIED that a hearing will be held commencing Thursday, September 16, 1999, at 10:00 a.m. in the 2nd Floor Conference Room at 420 Golf Club Road, Lacey, Washington 98503, to consider all appropriate action concerning the proposed acquisition of SAFECO Corporation as described in the Disclaimer of Control attached to this notice as Exhibit A.

The hearing will be held under the authority granted the Commissioner by RCW 48.02.060(3) and RCW 48.31B.025(11).

The basic facts relied upon are those set forth in the Disclaimer of Control filed with the Commissioner. The complete Disclaimer of Control will be made part of the record of the hearing.

The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, RCW 34.05, and the model rules of procedure contained in WAC 10-08. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with RCW 34.05.

The Commissioner will be represented by James Tompkins, Assistant Deputy Commissioner.

Deputy Insurance Commissioner James T. Odiorne has been designated to hear and determine this matter. His address is Office of the Insurance Commissioner, Post Office Box 40259, Olympia, Washington 98504-0259. His telephone number is (360) 407-0420.

ENTERED AT OLYMPIA, WASHINGTON, this 4th day of August, 1999.

DEBORAH SENN

Insurance Commissioner

By:

JAMES T. ODIORNE, CPA, JD

Deputy Insurance Commissioner

Company Supervision Division

John Ference, Acting Director of Insurance

Alaska Division of Insurance

Dept. of Commerce & Economic Dev.

P. O. Box 110805

Juneau, Alaska 99811-0805

David Parsons, Acting Commissioner

Alabama Department of Insurance

201 Monroe Street, Suite 1700

Montgomery, Alabama 36104

Mike Pickens, Insurance Commissioner

Arkansas Department of Insurance

1200 West 3rd Street

Little Rock, Arkansas 72201-1904

Chuck Cohen, Director of Insurance

Arizona Department of Insurance

2910 North 44th Street, Suite 210

Phoenix, Arizona 85018-7256

Chuck Quackenbush, Insurance Commissioner

California Department of Insurance

300 Capitol Mall, Suite 1500

Sacramento, California 95814

William J. Kirven, Insurance Commissioner

Colorado Division of Insurance

1560 Broadway, Suite 850

Denver, Colorado 80202

George M. Reider, Jr., Insurance Commissioner

Connecticut Department of Insurance

P.O. Box 816

Hartford, Connecticut 06142-0816

Reginald Berry, Acting Commissioner of Insurance

Dept. Of Insurance & Securities Reg.

Government of the District of Columbia

810 First Street, N. E.

Suite 701

Washington, DC 20002

Donna Lee Williams, Commissioner of Insurance

Delaware Department of Insurance

Rodney Building

841 Silver Lake Boulevard

Dover, Delaware 19904

Bill Nelson, Commissioner of Insurance

Florida Department of Insurance

State Capitol

Plaza Level Eleven

Tallahassee, Florida 32399-0300

John Oxendine, Insurance Commissioner

Georgia Department of Insurance

2 Martin L. King, Jr. Dr.

Floyd Memorial Bldg., 704 West Tower

Atlanta, Georgia 30334

Wayne Metcalf, Insurance Commissioner

Hawaii Insurance Division

Dept. of Commerce & Consumer Affairs

P.O. Box 3614

Honolulu, Hawaii 96811-3614

Terri Vaughan, Insurance Commissioner

Division of Insurance

State of Iowa

330 E. Maple Street

Des Moines, Iowa 50319

Mary L. Hartung, Director of Insurance

Idaho Department of Insurance

700 West State Street, 3rd Floor

Boise, Idaho 83720-0043

Nathaniel S. Shapo, Director of Insurance

Illinois Department of Insurance

320 West Washington St., 4th Floor

Springfield, Illinois 62767-0001

Sally McCarty, Insurance Commissioner

Indiana Department of Insurance

311 W. Washington Street, Suite 300

Indianapolis, Indiana 46204-2787

Kathleen Sebelius, Insurance Commissioner

Kansas Department of Insurance

420 S.W. 9th Street

Topeka, Kansas 66612-1678

George Nichols III, Insurance Commissioner

Kentucky Department of Insurance

P.O. Box 517

215 West Main Street

Frankfort, Kentucky 40602-0517

James H. Brown, Insurance Commissioner

Louisiana Department of Insurance

P.O. Box 94214

Baton Rouge, Louisiana 70804-9214

Linda Ruthardt, Insurance Commissioner

Division of Insurance

Commonwealth of Massachusetts

470 Atlantic Avenue, 6th floor

Boston, Massachusetts 02210-2223

Steven B. Larsen, Insurance Commissioner

Maryland Insurance Administration

525 St. Paul Place

Baltimore, Maryland 21202-2272

Alessandro Iuppa, Superintendent of Insurance

Maine Bureau of Insurance

Dept. of Professional & Financial Reg.

State Office Building, Station 34

Augusta, Maine 04333-0034

Frank Fitzgerald, Insurance Commissioner

Michigan Insurance Bureau

Department of Commerce

611 W. Ottawa Street, 2nd Floor North

Lansing, Michigan 48933-1020

David Jennings, Insurance Commissioner

Minnesota Department of Commerce

133 East 7th Street

St. Paul, Minnesota 55101

Keith Wenzel, Director of Insurance

Missouri Department of Insurance

301 West High Street, 6 North

Jefferson City, Missouri 65102-690

George Dale, Insurance Commissioner

Mississippi Insurance Department

P.O. Box 79

Jackson, Mississippi 39205

Mark O'Keefe, Insurance Commissioner

Montana Department of Insurance

126 North Sanders

270 Mitchell Building

Helena, Montana 59601

Jim Long, Insurance Commissioner

North Carolina Department of Insurance

P.O. Box 26387

Raleigh, North Carolina 27611

Glenn Pomeroy, Insurance Commissioner

North Dakota Department of Insurance

600 E. Boulevard

Bismarck, North Dakota 58505-0320

Tim Wagner, Director of Insurance

Nebraska Department of Insurance

Terminal Building, Suite 400

941 'O' Street

Lincoln, Nebraska 68508

Paula Rogers, Insurance Commissioner

Department of Insurance

State of New Hampshire

56 Old Suncook Road

Concord, New Hampshire 03301

Jaynee LaVecchia, Insurance Commissioner

New Jersey Department of Insurance

20 West State Street CN325

Trenton, New Jersey 08625

Michael C. Batte, Acting Superintendent of Insurance

New Mexico Department of Insurance

P.O. Drawer 1269

Santa Fe, New Mexico 87504-1269

Alice Molasky-Arman, Insurance Commissioner

Nevada Division of Insurance

1665 Hot Springs Road, Suite 152

Carson City, Nevada 89706-0661

Neil D. Levin, Superintendent of Insurance

New York Department of Insurance

25 Beaver Street

New York, New York 10004-2319

Lee Covington, Director of Insurance

Ohio Department of Insurance

2100 Stella Court

Columbus, Ohio 43215-1067

Carroll Fisher, Insurance Commissioner

Oklahoma Department of Insurance

3814 N. Santa Fe

Oklahoma City, Oklahoma 73118

Mike Greenfield, Director of Insurance

Oregon Division of Insurance

Dept. of Consumer & Business Services

350 Winter Street NE, Room 200

Salem, Oregon 97310-0700

Diane Koken, Insurance Commissioner

Pennsylvania Insurance Department

1326 Strawberry Square, 13th Floor

Harrisburg, Pennsylvania 17120

Alfonso E. Mastrostefano, Superintendent of Insurance

Rhode Island Insurance Division

Dept. of Business Regulation

233 Richmond Street, Suite 233

Providence, Rhode Island 02903-4233

Ernst Csiszar, Director of Insurance

South Carolina Department of Insurance

P.O. Box 100105

Columbia, South Carolina 29202-3105

Darla L. Lyon, Director of Insurance

South Dakota Division of Insurance

Dept. of Commerce & Regulation

118 West Capitol Avenue

Pierre, South Dakota 57501-2000

Doug Sizemore, Insurance Commissioner

Tennessee Department of Commerce

& Insurance

Volunteer Plaza

500 James Robertson Parkway

Nashville, Tennessee 37243-0565

Jose Montemayor, Insurance Commissioner

Texas Department of Insurance

P.O. Box 149104

Austin, Texas 78714-9104

Merwin Stewart, Insurance Commissioner

Utah Department of Insurance

3110 State Office Building

Salt Lake City, Utah 84114-1201

Alfred W. Gross, Insurance Commissioner

State Corporation Commission

Bureau of Insurance

Commonwealth of Virginia

P.O. Box 1157

Richmond, Virginia 23218

Elizabeth R. Costle, Insurance Commissioner

Vermont Division of Insurance

Dept. of Banking, Insurance & Securities

89 Main Street, Drawer 20

Montpelier, Vermont 05620-3101

Deborah Senn, Insurance Commissioner

Washington Office of the Insurance Commissioner

P.O. Box 40255

Olympia, Washington 98504-0255

Connie O'Connell, Insurance Commissioner

Office of the Commissioner of Insurance

State of Wisconsin

P.O. Box 7873

Madison, Wisconsin 53707-7873

Hanley C. Clark, Insurance Commissioner

West Virginia Department of Insurance

P.O. Box 50540

Charleston, West Virginia 25305-0540

John P. McBride, Insurance Commissioner

Wyoming Department of Insurance

Herschler Building

122 West 25th Street, 3rd East

Cheyenne, Wyoming 82002-0440