<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>
DELAWARE 13-3297840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE GREENWICH PLAZA
GREENWICH, CONNECTICUT 06836-2568
(Address of principal executive offices) (Zip Code)
</TABLE>
NAC RE CORP. EMPLOYEE STOCK PURCHASE 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 MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.10 par value......... 100,000 shares $48.3750 $4,837,500 $1,465.91
</TABLE>
(1) The Registration Statement relates to the additional shares of Common Stock
issuable under the NAC Re Corp. Employee Stock Purchase 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>
The contents of the Registration Statements on Form S-8, File Nos. 33-25585
and 33-77494, are incorporated herein by reference.
Item 8. Exhibits.
The following documents are filed as part of this Registration Statement:
<TABLE>
<C> <S> <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 Second Amended and Restated NAC Re Corp. Employee Stock Purchase Plan
incorporated herein by reference to Exhibit B 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>
2
<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>
3
<PAGE>
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 Chief Executive August 18, 1997
Ronald L Bornhuetter Officer
NICHOLAS M. BROWN, JR.*
- ------------------------------ President and August 18, 1997
Nicholas M. Brown, Jr. Chief 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
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 August 18, 1997
Jerome T. Fadden Officer and 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>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <C> <C> <S>
(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 -- Second Amended and Restated NAC Re Corp. Employee Stock Purchase Plan
incorporated herein by reference to Exhibit B 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. Employee Stock Purchase 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. Employee Stock Purchase
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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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 additional shares of Common Stock of NAC Re Corp. to be issued in
connection with the NAC Re Corp. Employee Stock Purchase 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
