As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. _____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
NAC Re Corp.
- --------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 13-3297840
- ----------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Greenwich Plaza
Greenwich, Connecticut 06836-2568
- ---------------------------------- ----------
(Address of principal executive offices) (Zip Code)
NAC Re Corp. Employee Savings Plan
----------------------------------
(Full title of the plan)
Celia R. Brown
Secretary
NAC Re Corp.
One Greenwich Plaza
Greenwich, CT 06836-2568
(203) 622-5200
-------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
Proposed Proposed
maximum maximum
offering aggregate
price per offering
share (1) price (1) Amount of
Title of Securities Amount to be registration
to be registered registered (1) fee
- -------------------------------------------------------------------------------
Participation
Interests in the NAC
Re Corp. Employee
Savings Plan. . . . $7,312,500
Common Stock, $10
par value . . . . 225,000 shares $32.50 $7,312,500 $2,521.55
================================================================================
(1) The Registration Statement relates to the additional shares of Common Stock
that may be purchased under the NAC Re Corp. Employee Savings Plan.
(2) Estimated solely for the purpose of determining the registration fee. The
225,000 shares of Common Stock being registered represents the number of shares
that would be purchased if $7,312,500, the estimated maximum anticipated
employee savings and employer contributions which will be used to purchase
Common Stock, were invested in Common Stock at an assumed price of $32.50 per
share, such price being the average of the high and low prices reported in the
consolidated reporting system for The New York Stock Exchange on May 15, 1996.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8, File No. 33-22841, are
hereby incorporated by reference.
The documents listed in (a) through (c) below are incorporated by reference in
this Registration Statement. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
(a) The latest annual report of the Company and of the NAC Re Corp. Employee
Savings Plan (the "Plan"), filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual reports referred to
in (a) above.
(c) The description of the Company's Common Stock contained in the
Registration Statement on Form S-1 (No. 33-10710), including any amendment or
report filed for the purpose of updating such description.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation subject to Delaware General Corporation
Law. Section 145 of the Delaware General Corporation Law empowers a
corporation, within certain limitations, to indemnify its officers and directors
against expenses, including attorneys' fees, judgments, fines and certain
settlements, actually and reasonably incurred in any suit or proceeding to which
they are parties as long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, and with respect to a criminal action or proceeding, as long as
they had no reasonable cause to believe their conduct to be unlawful.
The Company's Bylaws provide for indemnification for its directors and officers
against all expenses and liabilities to the fullest extent permitted by Delaware
law. At a 1986 Special Meeting of Stockholders, the stockholders of the Company
approved an amendment to the Company's Certificate of Incorporation to add a
provision, as permitted by the then newly enacted Section 102(b)(7) of the
Delaware General Corporation Law. The amendment eliminates the personal
liability of any director of the Company to the Company and its stockholders for
monetary damages for breach of fiduciary duty as a director except (1) for
breach of such
<PAGE>
director's duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for any transaction from which the director derived an
improper personal benefit, or (4) for liability arising from the unlawful
payment of dividends or unlawful repurchases or redemptions of stock.
At the 1987 Annual Meeting of Stockholders, the Company's stockholders
authorized the Company to enter into Indemnification Agreements with its
directors. The Indemnification Agreements specifically recite, among other
things, that (1) defense costs will be automatically advanced, (2) the director
will be entitled to indemnification unless there has been a final determination
by a court that (a) the director was not entitled to indemnification or (b) the
claim was excluded by the terms of the Agreement, (3) the director agrees to
reimburse the Company upon final determination by a court that the director was
not entitled to indemnification, (4) no subsequent amendment of Delaware law
shall be given retroactive effect to reduce the indemnity provided and (5) no
amendment of the Company's Bylaws shall be given retroactive effect to reduce
the indemnity provided.
By the terms of the Indemnification Agreement, its benefits are secondary if a
director has other indemnification or insurance coverage, and are not available
at all with respect to (i) a judgment that a director (a) violated Section 16(b)
of the Securities Exchange Act of 1934 or analogous provisions of law or (b)
committed acts which were knowingly fraudulent, deliberately dishonest or
constituted willful misconduct, or (ii) a judgment of a court with jurisdiction
finally determining that indemnification is not lawful.
The Company's subsidiary, NAC Reinsurance Corporation ("NAC"), is a New York
corporation. It is governed by the New York Business Corporation Law, and
Sections 721 through 727 of that law state the guidelines for indemnification of
directors and officers.
In general, the sections provide that a director or officer of NAC may be
indemnified for reasonable expenses incurred in successfully defending a
derivative action, except that no indemnity shall be provided for (i) amounts
paid in settlement of a threatened or pending action with or without court
approval, or (ii) expenses incurred in defending a threatened or pending action
which is settled without court approval. Directors and officers may also be
indemnified in non-derivative actions or threatened actions for reasonable
expenses, including judgments, fines, amounts paid in settlement, and expenses
incurred in connection therewith, provided that such director or officer acted
in good faith for a purpose which he reasonably believed to be in the best
interests of the corporation and, in criminal actions or proceedings, had no
reasonable cause to believe that his conduct was unlawful.
NAC's Charter (certificate of incorporation) has been amended, with the approval
of the New York Insurance Department, to incorporate the provisions of Section
402 of the New York Business Corporation Law. Subject to certain conditions,
this provision limits or eliminates the personal liability of any director of
NAC to NAC or its sole shareholder, the Company, for damages for any breach of
duty in his capacity as a director. NAC's Bylaws also provide for
indemnification for its directors and officers to the fullest extent permitted
by New York law.
<PAGE>
Additionally, the Company presently has directors' and officers' liability
insurance coverage on a claims-made basis with a limit of $35 million. This
coverage is subject to a $500,000 corporate reimbursement deductible.
Item 8. Exhibits.
The following documents are filed as part of this Registration Statement:
(4) Instruments defining rights of security holders, including
indentures:
4.1 Rights Agreement dated as of June 9, 1988 by and between NAC Re Corporation
and American Stock Transfer and Trust Company (the "Rights Agreement")
incorporated herein by reference to Exhibit A to the Current Report on Form 8-K
filed June 24, 1988
4.2 First Amendment to the Rights Agreement dated as of March 28, 1990
incorporated herein by reference to Exhibit A to the Current Report on Form 8-K
filed April 2, 1990
4.3 Second Amendment to the Rights Agreement dated as of September 13, 1990
incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-
K filed September 21, 1990
4.4 Restated Certificate of Incorporation of NAC Re incorporated herein by
reference to Exhibit 3.1 to the Annual Report on Form 10-K of NAC Re for the
year ended December 31, 1990
(23) Consent of Ernst & Young
(24) Powers of attorney
(28) Information from reports furnished to state insurance regulatory
authorities incorporated herein by reference to Exhibit 28 to the Annual Report
on Form 10-K of NAC Re Corp. for the year ended December 31, 1995.
The Company has submitted the Plan and undertakes to submit any amendments to
the Plan to the Internal Revenue Service (the "IRS") for a determination that
the Plan is qualified under Section 401 of the Internal Revenue Code in a timely
manner and has made and will make all changes required by the IRS in order to
qualify the Plan.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's and the Plan's annual reports pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich, State of Connecticut, on May 16, 1996.
NAC RE CORP.
(Registrant)
By /s/ CELIA R. BROWN
.............................
Celia R. Brown
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
- --------- ----- ----
Chairman of the Board, May 16, 1996
President and Chief
/s/ RONALD L BORNHUETTER* Executive Officer
.............................
Ronald L Bornhuetter
/s/ ROBERT A. BELFER* Director May 16, 1996
.............................
Robert A. Belfer
/s/ JOHN P. BIRKELUND* Director May 16, 1996
.............................
John P. Birkelund
/s/ C. W. CARSON, JR.* Director May 16, 1996
.............................
C.W. Carson, Jr.
/s/ TODD G. COLE* Director May 16, 1996
.............................
Todd G. Cole
<PAGE>
/s/ MICHAEL G. FITT* Director May 16, 1996
.............................
Michael G. Fitt
/s/ DANIEL J. McNAMARA* Director May 16, 1996
.............................
Daniel J. McNamara
/s/ STEPHEN ROBERT* Director May 16, 1996
.............................
Stephen Robert
/s/ WENDY J. STROTHMAN* Director May 16, 1996
.............................
Wendy J. Strothman
/s/ HERBERT S. WINOKUR, JR.* Director May 16, 1996
.............................
Herbert S. Winokur, Jr.
Acting Chief Financial May 16, 1996
/s/ JOHN N. ADIMARI Officer and Acting
............................. Treasurer
John N. Adimari
By CELIA R. BROWN, his or her attorney-in-fact and agent, pursuant to a power of
attorney, a copy of which has been filed with the Securities and Exchange
Commission as Exhibit 24 hereto.
By /s/ CELIA R. BROWN
............................
Celia R. Brown
Secretary
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Greenwich, State of
Connecticut, on this 16th day of May, 1996.
NAC Re Corp. Employee Savings Plan
(The Plan)
By /s/ RONALD L. BORNHUETTER
...............................
Ronald L. Bornhuetter
Chairman, Pension and Savings
Plan Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ RONALD L BORNHUETTER Chairman, Pension and
........................... Savings Plan Committee May 16, 1996
Ronald L Bornhuetter
/s/ MARTHA G. BANNERMAN Member, Pension and
........................... Savings Plan Committee May 16, 1996
Martha G. Bannerman
/s/ CELIA R. BROWN Member, Pension and
........................... Savings Plan Committee May 16, 1996
Celia R. Brown
<PAGE>
INDEX TO EXHIBITS
(4) -- Instruments defining rights of security holders,
including indentures:
4.1 -- Rights Agreement dated as of June 9, 1988 by and between
NAC Re Corporation and American Stock Transfer and Trust
Company (the "Rights Agreement") incorporated herein by
reference to Exhibit A to the Current Report on Form 8-K
filed June 24, 1988
4.2 -- First Amendment to the Rights Agreement dated as of March
28, 1990 incorporated herein by reference to Exhibit A to
the Current Report on Form 8-K filed April 2, 1990
4.3 -- Second Amendment to the Rights Agreement dated as of
September 13, 1990 incorporated herein by reference to
Exhibit 4.3 to the Current Report on Form 8-K filed
September 21, 1990
4.4 -- Restated Certificate of Incorporation of NAC Re
incorporated herein by reference to Exhibit 3.1 to the
Annual Report on Form 10-K of NAC Re for the year ended
December 31, 1990
(23) -- Consent of Ernst & Young
(24) -- Powers of attorney
(28) -- Information from reports furnished to state insurance
regulatory authorities incorporated herein by reference
to Exhibit 28 to the Annual Report on Form 10-K of NAC Re
Corp. for the year ended December 31, 1995.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the NAC Re Corp. Employee Savings Plan of our report
dated January 30, 1996, with respect to the consolidated financial statements
and schedules of NAC Re Corporation included in the Annual Report (Form 10-K)
for the year ended December 31, 1995.
New York, New York
May 10, 1996 Ernst & Young LLP
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ ROBERT A. BELFER
-----------------------------------
Robert A. Belfer
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ JOHN P. BIRKELUND
------------------------------
John P. Birkelund
Director
Dated: April 17, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ RONALD L. BORNHUETTER
---------------------------
Ronald L. Bornhuetter
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ C. W. CARSON, JR.
----------------------------------
C. W. Carson, Jr.
Director
Dated: April 13, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ TODD G. COLE
-----------------------------------
Todd G. Cole
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ MICHAEL G. FITT
----------------------------
Michael G. Fitt
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ DANIEL J. McNAMARA
--------------------------------
Daniel J. McNamara
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ STEPHEN ROBERT
---------------------------------
Stephen Robert
Director
Dated: April 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, her true and lawful attorney-in-fact and agent,
for her and in her name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in her capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand.
/s/ WENDY J. STROTHMAN
------------------------------
Wendy J. Strothman
Director
Dated: April 12, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Martha G. Bannerman, Celia R. Brown and John N. Adimari
and each and any one of them, his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, to do any and acts and things and to
execute any and all instruments which said attorney-in-fact and agent may deem
necessary or advisable to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of shares of Common Stock of NAC Re Corp. to be issued in
connection with, and participation interests in, the NAC Re Corp. Employee
Savings Plan and, specifically, but without limiting the generality of the
foregoing, to sign the name of the undersigned in his capacity as director of
NAC Re Corp. to a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including post-effective amendments, to said Registration Statement
and to any and all instruments and documents filed as a part of or in connection
with said Registration Statement, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand.
/s/ HERBERT S. WINOKUR, JR.
-----------------------------
Herbert S. Winokur, Jr.
Director
Dated: April 11, 1996
