REYNOLDS METALS COMPANY
                    SALARY DEFERRAL PLAN FOR EXECUTIVES


          The Reynolds Metals Company Salary Deferral Plan for Executives
shall be amended effective January 1, 1995, so that through December 31,
1996, a new Article IX shall be added as follows:

                                ARTICLE IX

                            MANDATORY DEFERRALS

          9.01  The provisions of this Article IX shall apply in 1995 and
1996 to each Eligible Employee who is a Top Executive.  For purposes of
this Article IX, a "Top Executive" means for any calendar year any
individual who may reasonably be expected to be a "covered employee" for
the year for purposes of Section 162(m) of the Internal Revenue Code.

          9.02  If it appears that a Top Executive's compensation for the
year will exceed the amount that the Company will be permitted to deduct in
accordance with Section 162(m) of the Internal Revenue Code, after taking
into account any voluntary or mandatory deferral under the Reynolds Metals
Company New Management Incentive Deferral Plan and any voluntary deferral
under this Plan, payment of such Top Executive's Salary shall be
automatically deferred in accordance with this Article IX to the extent
necessary to bring the Top Executive's compensation for purposes of Section
162(m) of the Internal Revenue Code below One Million Dollars ($1,000,000). 
Any applicable payroll taxes that cannot be deducted and paid from the Top
Executive's Salary as a result of this mandatory deferral shall be
reimbursed to the Company by the Top Executive.

          9.03  Any mandatory deferral in accordance with this Article IX
shall be subject to the following terms and conditions:

          (a)  Unless the Top Executive has elected another Deferral
     Termination Date before the beginning of the calendar year, the
     Deferral Termination Date for any Salary subject to a mandatory
     deferral shall be the December 31st of the year in which the Top
     Executive's employment with the Company and any subsidiary terminates.

          (b)  Unless the Top Executive has elected another schedule of
     payments before the beginning of the calendar year, payment of any
     Salary subject to a mandatory deferral shall be made in a single lump
     sum.

          (c)  Unless before the beginning of the calendar year the Top
     Executive has elected otherwise with regard to any Salary subject to a
     mandatory deferral for the year, the Phantom Investment Alternative
     that will apply to amounts subject to a mandatory deferral shall be
     based on the Interest Income Fund under the Savings and Investment
     Plan.



          Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.


                              REYNOLDS METALS COMPANY




                              By  Donald T. Cowles
                                Donald T. Cowles
                                Executive Vice President, Human
                                Resources and External Affairs