OFFICERS CERTIFICATE
PURSUANT TO SECTIONS 102 AND 301
OF THE INDENTURE
The undersigned, Boh A. Dickey and Rodney A. Pierson, do hereby
certify that they are the duly appointed and acting Executive Vice President and
Chief Financial Officer and the Senior Vice President, Controller and Secretary,
respectively, of SAFECO CORPORATION, a Washington corporation (the "Company").
Each of the undersigned also hereby certifies, pursuant to, Sections 102 and
301 of the Indenture, dated as of March 1, 1995 (the" Indenture"), among the
Company, SAFECO Credit Company, Inc. and The Chase Manhattan Bank, N.A., as
Trustee, that:
A. There has been established pursuant to resolutions duly adopted
by the Board of Directors of the Company (a copy of such resolutions being
attached hereto as Exhibit B) a series of Securities (as that term is defined in
the Indenture) to be issued under the Indenture, with the following terms:
1. The title of the Securities of the series is "7-7/8% Notes due
April 1, 2005" (the "Notes").
2. The limit upon the aggregate principal amount of the Notes which
may be authenticated and delivered under the Indenture (except for Notes
authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of other Notes pursuant to Sections 304, 305, 306,
906 or 1106 of the Indenture) is $200,000,000.
3. The date on which the principal of the Notes is payable, unless
accelerated pursuant to the Indenture, shall be April 1, 2005.
4. Interest on the Notes shall be payable to the persons in whose
name the Notes are registered at the close of business on the Regular
Record Date (as defined in the Indenture) for such interest payment, except
that interest payable on April 1, 2005 shall be payable to the persons to
whom principal is payable on such date.
5. The rate at which each of the Notes shall bear interest shall be
7-7/8% per annum. The date from which interest shall accrue for each of the
Notes shall be March 29, 1995. The Interest Payment Dates on which
interest on the Notes shall be payable are April 1 and October 1,
commencing October 1, 1995. The Regular Record Dates for the interest
payable on the Notes on any Interest Payment Date shall be the March 15 and
September 15, as the case may be, immediately preceding such Interest
Payment Date.
6. So long as the Depository (as identified below) continues to make
its Same-Day Funds Settlement System available to the Company, all payments of
principal and interest will be made in immediately available funds to the
account designated by the Depository. If the Depository's Same-Day Funds
Settlement System is no longer available to the Company, the place or places
where the principal of and interest on the Notes shall be payable is the
Corporate Trust Office of the Trustee, provided that payment of interest, other
than at Stated Maturity (as defined in the Indenture), may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
such address shall appear in the Securities Register (as defined in the
Indenture).
7. The Notes will not be redeemable by the Company prior to April 1,
2003. On and after that date, the Notes may be redeemed at the option of the
Company, as a whole or in part, upon not less than 30 nor more than 60 days'
notice mailed to each Holder of Notes to be redeemed at his or her address
appearing on the Securities Register, at a price of 100% of the principal amount
of the Notes redeemed plus accrued interest to the date fixed for redemption.
8. There are no sinking fund or analogous provisions.
9. The Notes shall be issued in fully registered form in
denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000.
10. The principal amount of the Notes shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 502
of the Indenture.
11. The Notes shall be issued in the form of one Global Securities.
The Depositary for the Notes shall be The Depository Trust Company.
B. The form of the Note is attached hereto as Exhibit A.
C. The Trustee is appointed as Paying Agent (as defined in the
Indenture).
D. The foregoing form and terms of the Notes have been established
in conformity with the provisions of the Indenture.
E. The undersigned has read the provisions of Sections 301 and 303
of the Indenture and the definitions relating thereto and the resolution adopted
by the Board of Directors of the Company and delivered herewith. In the opinion
of the undersigned, he or she has made such examination or
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investigation as is necessary to enable him or her to express an informed
opinion as to whether or not all conditions precedent provided in the Indenture
relating to the establishment, authentication and delivery of a series of
Securities under the Indenture, designated as the Notes in this Certificate, in
the form attached hereto and with the terms set forth in this Certificate, have
been complied with. In the opinion of the undersigned, all such conditions
precedent have been complied with.
F. The undersigned Secretary, by execution of this Certificate,
hereby certifies the actions taken by the Board of Directors of the Company in
determining and setting the specific terms of the Notes, and hereby further
certifies that attached hereto as Exhibits A and B, respectively, are the form
of certificate representing the Notes as duly approved by the Board of Directors
of the Company and a copy of resolutions duly adopted by the Board of Directors
of the Company on February 2, 1994, pursuant to which the terms of the Notes
set forth above have been established.
IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the 29th day of March, 1995.
/s/ Boh A. Dickey
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Boh A. Dickey
Executive Vice President
and Chief Financial Officer
/s/ Rodney A. Pierson
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Rodney A. Pierson
Senior Vice President,
Controller and Secretary
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