-----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, Q4PisNTh6RT8NKedPj3u8Q0+ghO7Xw3PlyZJqvwHr06AG3EgWBCpV2RjLGgE1BuA rEOpcjV/VYHb6UU/tl9lKw== 0000912057-97-028391.txt : 19970819 0000912057-97-028391.hdr.sgml : 19970819 ACCESSION NUMBER: 0000912057-97-028391 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: 333-33873 FILM NUMBER: 97665932 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 FORM 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 of (I.R.S. Employer incorporation or organization) Identification No.) ONE GREENWICH PLAZA GREENWICH, CONNECTICUT 06836-2568 (Address of principal executive offices) (Zip Code)
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
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 Common Stock, $.10 par value......... 100,000 shares $48.3750 $4,837,500 $1,465.91
(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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: (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
2 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
3 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. By: /s/ CELIA R. BROWN ----------------------------------------- Celia R. Brown SECRETARY
4 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 -- 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
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. 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 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. 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 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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /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 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. /s/ HERBERT S. WINOKUR, JR. --------------------------------------------- Herbert S. Winokur, Jr.
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