-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMtXqjlm1JhUE6CTbkaz8FIch74nIBr+zaBV4nZESf19eXdOu9QYjwILpKNJP+v/ HJehdlbffDucpvxXxHTneQ== 0000912057-97-028392.txt : 19970819 0000912057-97-028392.hdr.sgml : 19970819 ACCESSION NUMBER: 0000912057-97-028392 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970818 EFFECTIVENESS DATE: 19970818 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAC RE CORP CENTRAL INDEX KEY: 0000775542 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133297840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33875 FILM NUMBER: 97665935 BUSINESS ADDRESS: STREET 1: PO BOX 2568 CITY: GREENWICH STATE: CT ZIP: 06836-2568 BUSINESS PHONE: 2036225200 MAIL ADDRESS: STREET 1: PO BOX 2568 CITY: GREENWICH STATE: CT ZIP: 06836-2568 S-8 1 S-8 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) 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)
------------------------ 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
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 Common Stock, $.10 par value......... 1,300,000 shares $48.3750 $62,837,500 $19,056.82
(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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 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 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 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. 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 - ------------------------------ -------------------------- ------------------- 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 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. By: /s/ CELIA R. BROWN ----------------------------------------- Celia R. Brown SECRETARY
6 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 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
EX-15 2 EXHIBIT 15 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 EX-23 3 EXHIBIT 23 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 EX-24 4 EXHIBIT 24 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. /s/ RONALD L. BORNHUETTER --------------------------------------------- Ronald L. Bornhuetter CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Dated: June 11, 1997 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. /s/ NICHOLAS M. BROWN, JR. --------------------------------------------- Nicholas M. Brown, Jr. PRESIDENT AND CHIEF OPERATING OFFICER
Dated: June 11, 1997 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. /s/ ROBERT A. BELFER --------------------------------------------- Robert A. Belfer
Dated: June 11, 1997 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. /s/ JOHN P. BIRKELUND --------------------------------------------- John P. Birkelund
Dated: June 11, 1997 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. /s/ C. W. CARSON, JR. --------------------------------------------- C. W. Carson, Jr.
Dated: June 11, 1997 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. /s/ DAN CIAMPA --------------------------------------------- Dan Ciampa
Dated: June 11, 1997 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. /s/ TODD G. COLE --------------------------------------------- Todd G. Cole
Dated: June 11, 1997 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. /s/ MICHAEL G. FITT --------------------------------------------- Michael G. Fitt
Dated: June 11, 1997 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. /s/ DANIEL J. MCNAMARA --------------------------------------------- Daniel J. McNamara
Dated: June 11, 1997 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. /s/ STEPHEN ROBERT --------------------------------------------- Stephen Robert
Dated: June 11, 1997 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. /s/ WENDY STROTHMAN --------------------------------------------- Wendy Strothman
Dated: June 11, 1997 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. /s/ HERBERT S. WINOKUR, JR. --------------------------------------------- Herbert S. Winokur, Jr.
Dated: June 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----