EXHIBIT 24
1. Powers of Attorney from the following persons are attached:
Patricia C. Barron
William O. Bourke
John R. Hall
Robert L. Hintz
William H. Joyce
Mylle Bell Mangum
D. Larry Moore
James M. Ringler
Robert J. Vlasic
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
James M. Ringler
James M. Ringler
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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 17th day of April, 1996.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
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, 1995 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 Registration Statements on Form S-8, or on
such other form as may be appropriate, for registration of up to 2,000,000
shares of the Company's common stock, without par value (the "Common Stock"),
to be offered and sold under the Reynolds Metals Company 1996 Nonqualified
Stock Option Plan, and any and all post-effective amendments to such
Registration Statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the SEC; and
(iii) 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 1,200,000
shares of Common Stock under the Reynolds Metals Company 1982 Nonqualified
Stock Option Plan; (e) the offer and sale of 3,000,000 shares of Common Stock
under the Reynolds Metals Company 1987 Nonqualified Stock Option Plan; (f) the
offer and sale of 3,250,000 shares of Common Stock under the Reynolds Metals
Company 1992 Nonqualified Stock Option Plan; and (g) the offer and sale of
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
(iv) 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
(v) 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
(vi) 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,
1997.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney on the 16th day of February, 1996.
Joe B. Wyatt
Joe B. Wyatt