EXHIBIT 10.38 REYNOLDS METALS COMPANY NEW MANAGEMENT INCENTIVE DEFERRAL PLAN Section 2.09 of the Reynolds Metals Company New Management Incentive Deferral Plan is hereby amended effective January 1, 1996, to read in its entirety as follows: 2.09 "Incentive Compensation" shall mean the cash incentive payable to Eligible Employees under the Company's Performance Incentive Plan and/or its Supplemental Incentive Plan. Executed and adopted as of January 1, 1996, pursuant to action taken by the Board of Directors of Reynolds Metals Company at its meeting on November 17, 1995. REYNOLDS METALS COMPANY By: F. Robert Newman Vice President, Human Resources F:\LJA\EXECCOMP\NEWMIDP\AM-01-01.996