EXHIBIT 24
1. Powers of Attorney from the following persons are attached:
Richard G. Holder
Henry S. Savedge, Jr.
William O. Bourke
Thomas A. Graves, Jr.
Gerald Greenwald
John R. Hall
Robert L. Hintz
David P. Reynolds
Randolph N. Reynolds
Charles A. Sanders
Ralph S. Thomas
Robert J. Vlasic
Joe B. Wyatt
2. A certified copy of resolutions adopted by the Board of Directors of
Reynolds Metals Company on February 18, 1994 is attached.
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Richard G. Holder
Richard G. Holder
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Henry S. Savedge, Jr.
Henry S. Savedge, Jr.
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
William O. Bourke
William O. Bourke
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Thomas A. Graves, Jr.
Thomas A. Graves, Jr.
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Gerald Greenwald
Gerald Greenwald
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
David P. Reynolds
David P. Reynolds
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Randolph N. Reynolds
Randolph N. Reynolds
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Charles A. Sanders
Charles A. Sanders
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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 20th day of April,
1994.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Ralph S. Thomas
Ralph S. Thomas
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Robert J. Vlasic
Robert J. Vlasic
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, 1993 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 the
Company's common stock, without par value (the "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
1,200,000 shares of Common Stock under the Reynolds Metals Company
1982 Nonqualified Stock Option Plan, (d) the offer and sale of
3,000,000 shares of Common Stock under the Reynolds Metals Company
1987 Nonqualified Stock Option Plan, and (e) the offer and sale of
3,250,000 shares of Common Stock under the Reynolds Metals Company
1992 Nonqualified Stock Option Plan, 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 Rights Agreement between the Company and The Chase
Manhattan Bank, N.A., dated as of November 23, 1987, 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
$1,650,000,000 principal amount of unsecured debt securities of the
Company, and to file the same, with all exhibits thereto, and all
prospectuses, prospectus supplements, pricing supplements and
documents in connection therewith, with the SEC; and
(v) Sign any and all post-effective amendments to the Company's
Registration Statement relating to the offer and resale from time to
time of up to 3,000,000 shares of Common Stock by the Trustee of the
Reynolds Metals Company Pension Plans Master Trust, 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,
1995.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Power of Attorney on the 18th day of February, 1994.
Joe B. Wyatt
Joe B. Wyatt
I, Brenda A. Hart, an Assistant Secretary of REYNOLDS METALS COMPANY,
a Delaware corporation (the "Company"), do hereby certify that the
following is a true and complete copy of resolutions relating to the filing
of the Company's Annual Report on Form 10-K for the year ended December 31,
1993, duly adopted by the Board of Directors of the Company at its meeting
held on February 18, 1994, and that said resolutions are now in full force
and effect:
RESOLVED, that the form presented to the meeting of the 1993
Annual Report on Form 10-K (the "Report") to be filed by the
corporation with the Securities and Exchange Commission is hereby
approved; and
FURTHER RESOLVED, that the Chief Executive Officer, the
Chief Operating Officer, the Chief Financial Officer, the
Controller, and the Vice President, General Counsel and Secretary
are each hereby authorized on behalf of this corporation to
execute and file the Report with the Securities and Exchange
Commission, in the form or substantially the form presented, with
such changes therein and amendments thereto as such officers deem
appropriate to comply with requirements of law, and to take all
such further actions and proceedings as they deem necessary or
appropriate to carry out the purpose of these resolutions; and
FURTHER RESOLVED, that each director or officer who may be
required to execute the Report or any amendments thereto is
hereby authorized to execute a power of attorney appointing D.
MICHAEL JONES and BRENDA A. HART, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to execute and deliver the
Report and amendments on his behalf and on behalf of the
corporation and to act on his behalf and on behalf of the
corporation in all matters relating to the Report, as fully to
all intents and purposes as if he himself were personally
present.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
corporate seal of the Company to this certificate this 9th day of March,
1994.
Brenda A. Hart
Brenda A. Hart
Assistant Secretary
SEAL