<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1997
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)
<TABLE>
<S> <C> <C>
DELAWARE 13-3297840
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
ONE GREENWICH PLAZA 06836-2568
GREENWICH, CONNECTICUT (Zip Code)
(Address of principal
executive offices)
</TABLE>
------------------------
NAC RE CORP. 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
(Full title of the plan)
MARTHA G. BANNERMAN
VICE PRESIDENT & GENERAL COUNSEL
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
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, $.10 par value......... 1,300,000 shares $48.3750 $62,837,500 $19,056.82
</TABLE>
(1) The Registration Statement relates to the shares of Common Stock issuable
upon the exercise of stock options under the NAC Re Corp. 1997 Incentive and
Capital Accumulation Plan.
(2) Estimated solely for the purpose of determining the registration fee. Price
per share based on an assumed price of $48.3750 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 August 14, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS 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 Company's latest annual report, 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 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
2
<PAGE>
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.
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
4.5 Bylaws of NAC Re as amended through June 9, 1988 incorporated herein by
reference to Exhibit 3.2 to the Annual Report on Form 10-K of NAC Re for
the year ended December 31, 1988
4.6 NAC Re Corp. 1997 Incentive and Capital Accumulation Plan incorporated
herein by reference to Exhibit A to the definitive Proxy Statement filed
with the Securities and Exchange Commission on March 26, 1997
(15) Letter re unaudited interim financial information
(23) Consent of Ernst & Young
(24) Powers of attorney
3
<PAGE>
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;
(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 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.
4
<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 August 18,
1997.
<TABLE>
<S> <C> <C>
NAC RE CORP.
(Registrant)
By: /s/ CELIA R. BROWN
-----------------------------------------
Celia R. Brown
SECRETARY
</TABLE>
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
- ------------------------------ -------------------------- -------------------
RONALD L BORNHUETTER*
- ------------------------------ Chairman of the Board and August 18, 1997
Ronald L Bornhuetter Cheif Executive Officer
NICHOLAS M. BROWN, JR.*
- ------------------------------ President and Chief August 18, 1997
Nicholas M. Brown, Jr. Operating Officer
ROBERT A. BELFER*
- ------------------------------ Director August 18, 1997
Robert A. Belfer
JOHN P. BIRKELUND*
- ------------------------------ Director August 18, 1997
John P. Birkelund
C.W. CARSON, JR.*
- ------------------------------ Director August 18, 1997
C.W. Carson, Jr.
DAN CIAMPA*
- ------------------------------ Director August 18, 1997
Dan Ciampa
TODD G. COLE*
- ------------------------------ Director August 18, 1997
Todd G. Cole
5
<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
MICHAEL G. FITT*
- ------------------------------ Director August 18, 1997
Michael G. Fitt
DANIEL J. MCNAMARA*
- ------------------------------ Director August 18, 1997
Daniel J. McNamara
STEPHEN ROBERT*
- ------------------------------ Director August 18, 1997
Stephen Robert
WENDY J. STROTHMAN*
- ------------------------------ Director August 18, 1997
Wendy J. Strothman
HERBERT S. WINOKUR, JR.*
- ------------------------------ Director August 18, 1997
Herbert S. Winokur, Jr.
/s/ JEROME T. FADDEN Vice President, Chief
- ------------------------------ Financial Officer and August 18, 1997
Jerome T. Fadden Treasurer
* 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.
<TABLE>
<S> <C> <C>
By: /s/ CELIA R. BROWN
-----------------------------------------
Celia R. Brown
SECRETARY
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C> <C>
(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
4.5 -- Bylaws of NAC Re as amended through June 9, 1988 incorporated herein by
reference to Exhibit 3.2 to the Annual Report on Form 10-K of NAC Re for the
year ended December 31, 1988
4.6 -- NAC Re Corp. 1997 Incentive and Capital Accumulation Plan incorporated
herein by reference to Exhibit A to the definitive Proxy Statement filed
with the Securities and Exchange Commission on March 26, 1997
(15) -- Letter re unaudited interim financial information
(23) -- Consent of Ernst & Young
(24) -- Powers of attorney
</TABLE>
<PAGE>
EXHIBIT 15
ACKNOWLEDGMENT LETTER
To the Stockholders and Board of Directors
NAC Re Corporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) of NAC Re Corporation for the registration of the NAC
Re Corp. 1997 Incentive and Capital Accumulation Plan of our reports dated April
22, 1997 and July 22, 1997 relating to the audited consolidated interim
financial statements of NAC Re Corporation that are included in its Form 10-Q
for the quarters ended March 31, 1997 and June 30, 1997.
ERNST & YOUNG LLP
New York, New York
August 13, 1997
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the NAC Re Corp. 1997 Incentive and
Capital Accumulation Plan of our report dated February 4, 1997, with respect to
the consolidated financial statements and schedule of NAC Re Corporation
included and/or incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
commission.
ERNST & YOUNG LLP
New York, New York
August 13, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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
the NAC Re Corp. 1997 Incentive and Capital Accumulation 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.
<TABLE>
<S> <C>
/s/ RONALD L. BORNHUETTER
---------------------------------------------
Ronald L. Bornhuetter
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ NICHOLAS M. BROWN, JR.
---------------------------------------------
Nicholas M. Brown, Jr.
PRESIDENT AND
CHIEF OPERATING OFFICER
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ ROBERT A. BELFER
---------------------------------------------
Robert A. Belfer
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ JOHN P. BIRKELUND
---------------------------------------------
John P. Birkelund
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ C. W. CARSON, JR.
---------------------------------------------
C. W. Carson, Jr.
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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
the NAC Re Corp. 1997 Incentive and Capital Accumulation 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.
<TABLE>
<S> <C>
/s/ DAN CIAMPA
---------------------------------------------
Dan Ciampa
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ TODD G. COLE
---------------------------------------------
Todd G. Cole
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ MICHAEL G. FITT
---------------------------------------------
Michael G. Fitt
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ DANIEL J. MCNAMARA
---------------------------------------------
Daniel J. McNamara
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ STEPHEN ROBERT
---------------------------------------------
Stephen Robert
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ WENDY STROTHMAN
---------------------------------------------
Wendy Strothman
</TABLE>
Dated: June 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Martha G. Bannerman, Celia R. Brown and Jerome T. Fadden 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. 1997 Incentive and Capital
Accumulation 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.
<TABLE>
<S> <C>
/s/ HERBERT S. WINOKUR, JR.
---------------------------------------------
Herbert S. Winokur, Jr.
</TABLE>
Dated: June 11, 1997
