SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(IRS Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone: (804) 281-2000
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements and exhibits listed
below are filed as a part of this report.
(1) Consolidated Financial Statements: Previously
filed
Consolidated statement of income and
retained earnings - Years ended December 31,
1996, 1995 and 1994.
Consolidated balance sheet - December 31,
1996 and 1995.
Consolidated statement of cash flows -
Years ended December 31, 1996, 1995 and 1994.
Notes to consolidated financial statements.
Report of Ernst & Young LLP, Independent Auditors.
(2) Financial Statement Schedules
This report omits all schedules for which provision is
made in the applicable accounting regulations of the
Securities and Exchange Commission because they are not
required, are inapplicable or the required information
has otherwise been given.
This report omits individual financial statements of
Reynolds Metals Company because the restricted net
assets (as defined in Accounting Series Release 302) of
all subsidiaries included in the consolidated financial
statements filed, in the aggregate, do not exceed 25%
of the consolidated net assets shown in the
consolidated balance sheet as of December 31, 1996.
This report omits financial statements of all
associated companies (20% to 50% owned) because no
associated company is individually significant.
(3) Exhibits
EXHIBIT 2 - None
** EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended
** EXHIBIT 3.2 - By-Laws, as amended
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals
Company and The Bank of New York, as
Trustee, relating to Debt Securities.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
_______________________
* Incorporated by reference.
** Previously filed.
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT
4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November
23, 1987 (the "Rights Agreement")
between Reynolds Metals Company and The
Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT
4.11)
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August
16, 1991, Exhibit 4(a))
* EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium
Reynolds du Canada, Ltee/Reynolds
Aluminum Company of Canada, Ltd.
(formerly known as Canadian Reynolds
Metals Company, Limited -- Societe
Canadienne de Metaux Reynolds, Limitee)
("REYCAN"), as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.13)
* EXHIBIT 4.14 - By-Laws of REYCAN, as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.14)
* EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian
Reynolds Metals Company, Ltd. ("CRM"),
as amended. (File No. 1-1430, 1995 Form
10-K Report, EXHIBIT 4.15)
* EXHIBIT 4.16 - By-Laws of CRM, as amended. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.16)
_______________________
* Incorporated by reference.
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN,
Reynolds Metals Company and The Bank of
New York, as Trustee. (File No. 1-1430,
Form 8-K Report dated July 14, 1993,
EXHIBIT 4(a))
* EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due July
15, 2002. (File No. 1-1430, Form 8-K
Report dated July 14, 1993, EXHIBIT
4(d))
EXHIBIT 9 - None
=* EXHIBIT 10.1 - Reynolds
Metals Company 1987 Nonqualified Stock
Option Plan. (Registration Statement
No. 33-13822 on Form S-8, dated April
28, 1987, EXHIBIT 28.1)
=* EXHIBIT 10.2 - Reynolds Metals Company 1992 Nonqualified Stock
Option Plan. (Registration Statement
No. 33-44400 on Form S-8, dated December
9, 1991, EXHIBIT 28.1)
=* EXHIBIT 10.3 - Reynolds Metals Company Performance Incentive
Plan, as amended and restated effective
January 1, 1996. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March
31, 1995, EXHIBIT 10.4)
=* EXHIBIT 10.4 - Agreement dated December 9, 1987 between Reynolds
Metals Company and Jeremiah J. Sheehan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.9)
=* EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
=* EXHIBIT 10.6 - Financial Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)
=* EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
=* EXHIBIT 10.8 - Deferred Compensation Plan for Outside Directors
as Amended and Restated Effective
December 1, 1993. (File No. 1-1430,
1993 Form 10-K Report, EXHIBIT 10.12)
=* EXHIBIT 10.9 - Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-
K Report dated April 29, 1987, EXHIBIT
28.3)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.10 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals (other than Donna C.
Dabney) listed in Item 4A of this
report. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.18)
=* EXHIBIT 10.11 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
May 20, 1988. (File No. 1-1430, Form 10-
Q Report for the Quarter Ended June 30,
1988, EXHIBIT 19(a))
=* EXHIBIT 10.12 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
October 21, 1988. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1988, EXHIBIT 19(a))
=* EXHIBIT 10.13 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 1, 1987. (File No. 1-1430, 1988
Form 10-K Report, EXHIBIT 10.22)
=* EXHIBIT 10.14 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February
16, 1990 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)
=* EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT
10.26)
=* EXHIBIT 10.16 - Letter Agreement dated January 18, 1991 between
Reynolds Metals Company and William O.
Bourke. (File No. 1-1430, 1990 Form 10-
K Report, EXHIBIT 10.27)
=* EXHIBIT 10.17 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
=* EXHIBIT 10.18 - Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(b))
=* EXHIBIT 10.19 - Renewal dated February 18, 1994 of Consulting
Agreement dated May 1, 1992 between
Reynolds Metals Company and William O.
Bourke. (File No. 1-1430, 1993 Form 10-
K Report, EXHIBIT 10.28)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.20 - Reynolds Metals Company Restricted Stock Plan for
Outside Directors. (Registration
Statement No. 33-53851 on Form S-8,
dated May 27, 1994, EXHIBIT 4.6)
=* EXHIBIT 10.21 - Reynolds Metals Company New Management Incentive
Deferral Plan. (File No. 1-1430, Form
10-Q Report for the Quarter Ended June
30, 1994, EXHIBIT 10.30)
=* EXHIBIT 10.22 - Reynolds Metals Company Salary Deferral Plan for
Executives. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1994, EXHIBIT 10.31)
=* EXHIBIT 10.23 - Reynolds Metals Company Supplemental Long Term
Disability Plan for Executives. (File
No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1994, EXHIBIT
10.32)
=* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.34)
=* EXHIBIT 10.25 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.35)
=* EXHIBIT 10.26 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT
10.36)
=* EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.34)
=* EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.35)
=* EXHIBIT 10.29 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.36)
=* EXHIBIT 10.30 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.31 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
=* EXHIBIT 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17,
1996, EXHIBIT 4.6)
=* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
January 1, 1993. (Registration
Statement No. 333-03947 on Form S-8,
dated May 17, 1996, EXHIBIT 99)
=* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
17, 1996 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1996, EXHIBIT
10.41)
=* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1996, EXHIBIT 10.42)
=* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1996, EXHIBIT 10.43)
=* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
Outside Directors effective August 15,
1996. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
= EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996
= EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1996
= EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
Plan
= EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
Directors
= EXHIBIT 10.42 - Special Executive Severance Package for Certain
Employees who Terminate Employment
between January 1, 1997 and June 30,
1998, as approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
= EXHIBIT 10.43 - Special Award Program for Certain Executives or
Key Employees, as approved by the
Compensation Committee of the Company's
Board of Directors on January 17, 1997
** EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
** EXHIBIT 23 - Consent of Independent Auditors
** EXHIBIT 24 - Powers of Attorney
** EXHIBIT 27 - Financial Data Schedule
EXHIBIT 99.1 - Reynolds Metals Company Savings and Investment
Plan for Salaried Employees Annual
Report on Form 11-K for the Fiscal Year
Ended December 31, 1996
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly
Employees Annual Report on Form 11-K for
the Fiscal Year Ended December 31, 1996
EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K
for the Fiscal Year Ended December 31,
1996
____________________________
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
** Previously filed.
Pursuant to Item 601 of Regulation S-K,
certain instruments with respect to long-term debt of the
Company are omitted because such debt does not exceed 10
percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to
furnish a copy of any such instrument to the Commission upon
request.
(b) Reports on Form 8-K
During the fourth quarter of 1996, the
Registrant filed with the Commission a Current Report on Form
8-K dated December 2, 1996 reporting under Item 5 that it
would redeem on December 31, 1996 all of its outstanding 7%
PRIDES(SM), Convertible Preferred Stock, stated value $47.25
per share.
_______________________
(SM) "PRIDES" is a service mark of Merrill Lynch & Co., Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly
authorized.
REYNOLDS METALS COMPANY
By: Allen M. Earehart
Allen M. Earehart
Vice President, Controller
Date: June 24, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K
For the fiscal year ended December 31, 1996
Commission File No. 1-1430
REYNOLDS METALS COMPANY
Attached herewith are
Exhibits 99.1, 99.2 and 99.3
INDEX
EXHIBIT 2 - None
** EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended
** EXHIBIT 3.2 - By-Laws, as amended
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals
Company and The Bank of New York, as
Trustee, relating to Debt Securities.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT
4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November
23, 1987 (the "Rights Agreement")
between Reynolds Metals Company and The
Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT
4.11)
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
_______________________
* Incorporated by reference.
** Previously filed.
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August
16, 1991, Exhibit 4(a))
* EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium
Reynolds du Canada, Ltee/Reynolds
Aluminum Company of Canada, Ltd.
(formerly known as Canadian Reynolds
Metals Company, Limited -- Societe
Canadienne de Metaux Reynolds, Limitee)
("REYCAN"), as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.13)
* EXHIBIT 4.14 - By-Laws of REYCAN, as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.14)
* EXHIBIT 4.15 - Articles
of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian
Reynolds Metals Company, Ltd. ("CRM"),
as amended. (File No. 1-1430, 1995 Form
10-K Report, EXHIBIT 4.15)
* EXHIBIT 4.16 - By-Laws of CRM, as amended. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.16)
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN,
Reynolds Metals Company and The Bank of
New York, as Trustee. (File No. 1-1430,
Form 8-K Report dated July 14, 1993,
EXHIBIT 4(a))
* EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due July
15, 2002. (File No. 1-1430, Form 8-K
Report dated July 14, 1993, EXHIBIT
4(d))
EXHIBIT 9 - None
_______________________
* Incorporated by reference.
=* EXHIBIT 10.1 - Reynolds Metals Company 1987 Nonqualified Stock
Option Plan. (Registration Statement
No. 33-13822 on Form S-8, dated April
28, 1987, EXHIBIT 28.1)
=* EXHIBIT 10.2 - Reynolds Metals Company 1992 Nonqualified Stock
Option Plan. (Registration Statement
No. 33-44400 on Form S-8, dated December
9, 1991, EXHIBIT 28.1)
=* EXHIBIT 10.3 - Reynolds Metals Company Performance Incentive
Plan, as amended and restated effective
January 1, 1996. (File No. 1-1430, Form
10-Q Report for the Quarter Ended March
31, 1995, EXHIBIT 10.4)
=* EXHIBIT 10.4 - Agreement dated December 9, 1987 between Reynolds
Metals Company and Jeremiah J. Sheehan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.9)
=* EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
=* EXHIBIT 10.6 - Financial Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)
=* EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
=* EXHIBIT 10.8 - Deferred Compensation Plan for Outside Directors
as Amended and Restated Effective
December 1, 1993. (File No. 1-1430,
1993 Form 10-K Report, EXHIBIT 10.12)
=* EXHIBIT 10.9 - Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-
K Report dated April 29, 1987, EXHIBIT
28.3)
=* EXHIBIT 10.10 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals (other than Donna C.
Dabney) listed in Item 4A of this
report. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.18)
=* EXHIBIT 10.11 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
May 20, 1988. (File No. 1-1430, Form 10-
Q Report for the Quarter Ended June 30,
1988, EXHIBIT 19(a))
=* EXHIBIT 10.12 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
October 21, 1988. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1988, EXHIBIT 19(a))
=* EXHIBIT 10.13 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
January 1, 1987. (File No. 1-1430, 1988
Form 10-K Report, EXHIBIT 10.22)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.14 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February
16, 1990 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)
=* EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT
10.26)
=* EXHIBIT 10.16 - Letter Agreement dated January 18, 1991 between
Reynolds Metals Company and William O.
Bourke. (File No. 1-1430, 1990 Form 10-
K Report, EXHIBIT 10.27)
=* EXHIBIT 10.17 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
=* EXHIBIT 10.18 - Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(b))
=* EXHIBIT 10.19 - Renewal dated February 18, 1994 of Consulting
Agreement dated May 1, 1992 between
Reynolds Metals Company and William O.
Bourke. (File No. 1-1430, 1993 Form 10-
K Report, EXHIBIT 10.28)
=* EXHIBIT 10.20 - Reynolds Metals Company Restricted Stock Plan for
Outside Directors. (Registration
Statement No. 33-53851 on Form S-8,
dated May 27, 1994, EXHIBIT 4.6)
=* EXHIBIT 10.21 - Reynolds Metals Company New Management Incentive
Deferral Plan. (File No. 1-1430, Form
10-Q Report for the Quarter Ended June
30, 1994, EXHIBIT 10.30)
=* EXHIBIT 10.22 - Reynolds Metals Company Salary Deferral Plan for
Executives. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1994, EXHIBIT 10.31)
=* EXHIBIT 10.23 - Reynolds Metals Company Supplemental Long Term
Disability Plan for Executives. (File
No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1994, EXHIBIT
10.32)
=* EXHIBIT 10.24 - Amendment to Reynolds Metals Company 1987
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.34)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.25 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
August 19, 1994. (File No. 1-1430, Form
10-Q Report for the Quarter Ended
September 30, 1994, EXHIBIT 10.35)
=* EXHIBIT 10.26 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT
10.36)
=* EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.34)
=* EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.35)
=* EXHIBIT 10.29 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.36)
=* EXHIBIT 10.30 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
=* EXHIBIT 10.31 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
=* EXHIBIT 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17,
1996, EXHIBIT 4.6)
=* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
January 1, 1993. (Registration
Statement No. 333-03947 on Form S-8,
dated May 17, 1996, EXHIBIT 99)
=* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
17, 1996 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1996, EXHIBIT
10.41)
=* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1996, EXHIBIT 10.42)
=* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1996, EXHIBIT 10.43)
____________________________
* Incorporated by reference.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
=* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
Outside Directors effective August 15,
1996. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
= EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996
= EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1996
= EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
Plan
= EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
Directors
= EXHIBIT 10.42 - Special Executive Severance Package for Certain
Employees who Terminate Employment
between January 1, 1997 and June 30,
1998, as approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997
= EXHIBIT 10.43 - Special Award Program for Certain Executives or
Key Employees, as approved by the
Compensation Committee of the Company's
Board of Directors on January 17, 1997
** EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
** EXHIBIT 23 - Consent of Independent Auditors
** EXHIBIT 24 - Powers of Attorney
** EXHIBIT 27 - Financial Data Schedule
EXHIBIT 99.1 - Reynolds Metals Company Savings and Investment
Plan for Salaried Employees Annual
Report on Form 11-K for the Fiscal Year
Ended December 31, 1996
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly
Employees Annual Report on Form 11-K for
the Fiscal Year Ended December 31, 1996
____________________________
* Incorporated by reference.
** Previously filed.
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K
for the Fiscal Year Ended December 31, 1996