EXHIBIT 24
Powers of attorney from the following persons are attached:
Patricia C. Barron
John R. Hall
Robert L. Hintz
William H. Joyce
Mylle Bell Mangum
D. Larry Moore
Samuel C. Scott, III
Joe B. Wyatt
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
PATRICIA C. BARRON
------------------------
Patricia C. Barron
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
JOHN R. HALL
--------------------------
John R. Hall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
ROBERT L. HINTZ
----------------------
Robert L. Hintz
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
WILLIAM H. JOYCE
---------------------------
William H. Joyce
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
MYLLE BELL MANGUM
---------------------------
Mylle Bell Mangum
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
D. LARRY MOORE
--------------------
D. Larry Moore
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
SAMUEL C. SCOTT, III
----------------------------
Samuel C. Scott, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints D. Michael Jones and Brenda A.
Hart, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities (including without limitation in any capacity on
behalf of Reynolds Metals Company (the "Company")), to
(i) Sign the Annual Report on Form 10-K of the
Company for the year ended December 31, 1999 and any and
all amendments thereto, and to file the same, with all
exhibits thereto, and all documents in connection
therewith, if any, with the Securities and Exchange
Commission (the "SEC"), and to take all such other action
which they or either of them may consider necessary or
desirable in connection therewith, all in accordance with
the Securities Exchange Act of 1934, as amended; and
(ii) Sign any and all post-effective amendments to the
Company's Registration Statements relating to:
(a) the offer and sale of interests in the
Reynolds Metals Company Savings and Investment
Plan for Salaried Employees and an indefinite
number of shares of Common Stock in connection
therewith;
(b) the offer and sale of up to 900,000
shares of Common Stock together with an
indeterminate amount of interests to be offered
and sold in connection therewith under the
Reynolds Metals Company Savings Plan for Hourly
Employees;
(c) the offer and sale of up to 50,000 shares
of Common Stock together with an indeterminate
amount of interests to be offered and sold in
connection therewith under the Employees Savings
Plan;
(d) the offer and sale of up to 3,000,000
shares of Common Stock under the Reynolds Metals
Company 1987 Nonqualified Stock Option Plan;
(e) the offer and sale of up to 3,250,000
shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan;
(f) the offer and sale of up to 2,000,000
shares of Common Stock under the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan;
(g) the offer and sale of up 2,250,000 shares
of Common Stock under the Reynolds Metals Company
1999 Nonqualified Stock Option Plan;
(h) the offer and sale of up to 100,000
shares of Common Stock under the Reynolds Metals
Company Performance Incentive Plan; and
(i) the offer and sale of up to 30,000 shares
of Common Stock under the Reynolds Metals Company
Restricted Stock Plan for Outside Directors;
and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the SEC;
and
(iii) Sign any and all Registration Statements on
Form S-3, or on such other form as may be appropriate, for
registration of the shares of Common Stock and Series A
Junior Participating Preferred Stock (without par value) of
the Company, issuable upon exercise of Rights (as defined
in the Amended and Restated Rights Agreement dated as of
March 8, 1999 between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended from time to time)
and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file
the same, with all exhibits thereto, and all preliminary
prospectuses, prospectuses, prospectus supplements and
documents in connection therewith, with the SEC; and
(iv) Sign any and all post-effective amendments to the
Company's Registration Statements relating to the offer and
sale of up to $1,800,000,000 principal amount of unsecured
debt securities of the Company, including without
limitation Registration Statements Nos. 33-43443 and 333-
79563 on Form S-3, and to file the same, with all exhibits
thereto, and all prospectuses, prospectus supplements,
pricing supplements and documents in connection therewith,
with the SEC;
granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall expire on the 28th day of
February, 2001.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Power of Attorney on the 18th day of February,
2000.
JOE B. WYATT
----------------------
Joe B. Wyatt