defa1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

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Filed by a Party other than the Registrant o

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o	Preliminary Proxy Statement
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	by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
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SAFECO CORPORATION
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Liberty Mutual Agency Markets

175 Berkeley Street

Boston, Massachusetts 02116

Gary R. Gregg		617-357-9500
President, Agency Markets

June 24, 2008

Dear Colleague:

Since the announcement of our proposed merger, I have had the opportunity to work very closely with the Safeco senior team and to meet many of the Company’s agents. I am more confident than ever that the combination of our two organizations, when it is approved and implemented, will significantly enhance the value we provide to independent agents and customers.

I’d like to take this opportunity to better acquaint you with the Liberty Mutual Group. The links contained in this email provide general information about our company, and also Paula’s perspective on the combined strengths of our organization.

Please take a few minutes to read the Human Resources overview and Paula’s note, and view the flash presentation of “This is Who We Are, This is What We Do.” Additional links will bring you to our 2007 Annual Report, Tales of Innovation booklet, and a slide that shows our Fortune 500 listing.

We will continue to provide you with information and updates on our progress with the transition as we are able. I look forward to building a stronger organization together.

Thank you,

FORWARD LOOKING STATEMENTS

This communication, and other statements that Safeco and Liberty Mutual may make, including statements about the benefits of Liberty Mutual's proposed acquisition of Safeco (the "Acquisition"), may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, with respect to Safeco's and Liberty Mutual's anticipated financial performance, business prospects and plans, and similar matters. Forward-looking statements are typically identified by words or phrases such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," and other words and terms of similar meaning.

Safeco and Liberty Mutual caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Safeco and Liberty Mutual assume no duty to and do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. Readers are cautioned not to place undue reliance on these forward-looking statements. In addition to factors previously disclosed in Safeco's documents filed with or furnished to the Securities and Exchange Commission (the "SEC") and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the introduction, withdrawal, success and timing of business initiatives and strategies; the approval of publicly filed rate adjustments; changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of Safeco's investment portfolio; the impact of increased competition; the impact of capital improvement projects; the unfavorable resolution of legal proceedings; the impact, extent and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of governmental agencies relating to Safeco, Liberty Mutual and their business and operations; terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries and Safeco, Liberty Mutual and their business and operations; the occurrence, geographic areas impacted and severity of earthquakes, hurricanes, tornadoes or other natural

disasters; the ability to attract and retain highly talented professionals; the shareholders of Safeco may not approve the Acquisition at the annual meeting of Safeco shareholders; Liberty Mutual and Safeco may be unable to obtain governmental and regulatory approvals required for the Acquisition, or required governmental and regulatory approvals may delay the Acquisition or result in the imposition of conditions that could cause the parties to abandon the Acquisition; Liberty Mutual and Safeco may be unable to complete the Acquisition because, among other reasons, conditions to the closing of the Acquisition may not be satisfied or waived; and the outcome of any legal proceedings to the extent initiated against Safeco, Liberty Mutual and others following the announcement of the Acquisition cannot be predicted.

Safeco's Annual Report on Form 10-K and Safeco's subsequent reports filed with the SEC, accessible on the SEC's website at http://www.sec.gov and on Safeco's website at http://www.safeco.com, discuss certain of these factors in more detail and identify additional factors that can affect forward-looking statements. The information contained on Safeco's website is not a part of this communication. For a further discussion of these and other risks and uncertainties affecting Liberty Mutual, see Liberty Mutual’s website at www.libertymutual.com/investors.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Acquisition, on May 23, 2008, Safeco filed preliminary materials with the SEC, including a preliminary proxy statement on Schedule 14A. These materials are not yet final and will be amended. INVESTORS AND SECURITY HOLDERS OF SAFECO ARE URGED TO READ THESE MATERIALS AND THE DEFINITIVE VERSIONS THEREOF WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SAFECO, LIBERTY MUTUAL AND THE ACQUISITION. The preliminary materials filed on May 23, 2008, the definitive versions of these materials (when they become available) and other relevant materials (when they become available), and any other documents filed by Safeco with the SEC, are publicly available and may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by directing a written request to: Safeco Corporation, Safeco Plaza, 1001 4th Avenue, Seattle, Washington 98185, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

Safeco and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Safeco in connection with the Acquisition. Information about the executive officers and directors of Safeco and their ownership of Safeco common stock is set forth in the preliminary proxy statement filed by Safeco on May 23, 2008.