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, 1997
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
2
PART II
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Forward, futures, option and swap contracts are designated to
manage market risks resulting from fluctuations in the aluminum,
natural gas, foreign currency and debt markets. Contracts used
to manage risks in these markets are not material.
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, 1997,
1996 and 1995.
Consolidated balance sheet - December 31,
1997 and 1996.
Consolidated statement of cash flows - Years
ended December 31, 1997, 1996 and 1995.
Consolidated statement of changes in
stockholders' equity - Years ended
December 31, 1997, 1996 and 1995.
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, 1997.
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.
<F1> EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended.
[FN]
_______________________
<F1>Previously filed.
</FN>
3
<F1> 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.
<F2> 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))
<F2> 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)
<F2> EXHIBIT 4.5 - Rights Agreement dated as of December 1, 1997
(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
December 1, 1997, pertaining to
Preferred Stock Purchase Rights, EXHIBIT 1)
<F2> EXHIBIT 4.6 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
<F2> EXHIBIT 4.7 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
<F2> EXHIBIT 4.8 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
<F2> EXHIBIT 4.9 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.15)
<F2> EXHIBIT 4.10 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
<F2> EXHIBIT 4.11 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August
16, 1991, Exhibit 4(a))
<F2> EXHIBIT 4.12 - 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) ("RACC"), as amended. (File
No. 1-1430, 1995 Form 10-K Report,
EXHIBIT 4.13)
<F2> EXHIBIT 4.13 - By-Laws of RACC, as amended. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
March 31, 1997, EXHIBIT 4.14)
<F2> EXHIBIT 4.14 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.15)
[FN]
_______________________
<F1> Previously filed.
<F2> Incorporated by reference.
</FN>
4
<F2> EXHIBIT 4.15 - By-Laws of CRM, as amended. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1997, EXHIBIT 4.16)
<F2> EXHIBIT 4.16 - Indenture dated as of April 1, 1993
among RACC, 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))
<F2> EXHIBIT 4.17 - First Supplemental Indenture, dated as of
December 18, 1995 among RACC, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
<F2> EXHIBIT 4.18 - 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.
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> EXHIBIT 10.5 - Supplemental Death Benefit Plan for Officers.
(File No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.8)
<F2><F3> EXHIBIT 10.6 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)
<F2><F3> EXHIBIT 10.7 - Management Incentive Deferral Plan. (File
No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.12)
<F2><F3> 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)
<F2><F3> 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)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>
5
<F1><F3> EXHIBIT 10.10 - Form of Executive Severance Agreement as
amended between Reynolds Metals Company and key
executive personnel, including each of
the individuals listed in Item 4A of
this report.
<F2><F3> 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))
<F2><F3> 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))
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> EXHIBIT 10.16 - 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))
<F2><F3> EXHIBIT 10.17 - 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)
<F2><F3> EXHIBIT 10.18 - 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)
<F2><F3> EXHIBIT 10.19 - 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)
<F2><F3> EXHIBIT 10.20 - 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)
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>
6
<F2><F3> EXHIBIT 10.21 - 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)
<F2><F3> EXHIBIT 10.22 - 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)
<F2><F3> EXHIBIT 10.23 - 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)
<F2><F3> EXHIBIT 10.24 - 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)
<F2><F3> EXHIBIT 10.25 - 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)
<F2><F3> EXHIBIT 10.26 - 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)
<F2><F3> EXHIBIT 10.27 - 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)
<F2><F3> EXHIBIT 10.28 - 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)
<F2><F3> EXHIBIT 10.29 - Reynolds Metals Company 1996 Nonqualified
Stock Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17, 1996,
EXHIBIT 4.6)
<F2><F3> EXHIBIT 10.30 - 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)
<F2><F3> EXHIBIT 10.31 - 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)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
7
<F2><F3> EXHIBIT 10.32 - 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)
<F2><F3> EXHIBIT 10.33 - 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)
<F2><F3> EXHIBIT 10.34 - 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)
<F2><F3> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan effective
January 1, 1996. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.38)
<F2><F3> EXHIBIT 10.36 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1996. (File
No. 1-1430, 1996 Form 10-K Report,
EXHIBIT 10.39)
<F2><F3> EXHIBIT 10.37 - Reynolds Metals Company Supplemental Incentive
Plan. (File No. 1-1430, 1996 Form 10-K Report,
EXHIBIT 10.40)
<F2><F3> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for Outside
Directors. (File No. 1-1430, 1996 Form
10-K Report, EXHIBIT 10.41)
<F2><F3> EXHIBIT 10.39 - 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. (File No. 1-1430, 1996 Form 10-
K Report, EXHIBIT 10.42)
<F2><F3> EXHIBIT 10.40 - 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. (File
No. 1-1430, 1996 Form 10-K Report,
EXHIBIT 10.43)
<F1><F3> EXHIBIT 10.41 - Amendment to Reynolds Metals Company 1996
Nonqualified Stock Option Plan effective
December 1, 1997.
<F1><F3> EXHIBIT 10.42 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside Directors
effective December 1, 1997.
EXHIBIT 11 - Omitted; see Item 8 for computation of
earnings per share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>
8
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
<F1> EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company
EXHIBIT 22 - None
<F1> EXHIBIT 23 - Consent of Independent Auditors
<F1> EXHIBIT 24 - Powers of Attorney
<F1> 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, 1997
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for
Hourly Employees Annual Report on Form
11-K for the Fiscal Year Ended December
31, 1997
EXHIBIT 99.3 - Employees Savings Plan Annual Report on
Form 11-K for the Fiscal Year Ended
December 31, 1997
[FN]
____________________________
<F1> Previously filed.
</FN>
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 1997, the Registrant filed three
Current Reports on Form 8-K with the Commission. The Registrant
reported on the Form 8-K dated December 15, 1997 that (i) it had
determined to keep and grow its packaging and consumer products
business, (ii) it was discussing a potential agreement with Ball
Corporation for the sale of substantially all of Reynolds' global can
business, and (iii) if the sale of the can business is
completed, the Registrant expects to apply a substantial
portion of the proceeds to a stock repurchase program. The
Registrant reported on the Form 8-K dated December 29, 1997
that the U.S. Justice Department had filed suit to block the
proposed sale of the Registrant's Alloys complex in North
Alabama to Alcoa. The Registrant reported on the Form 8-K
dated December 30, 1997, that Alcoa had withdrawn from the
Alloys complex transaction. All of the foregoing matters
were reported under Item 5.
9
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: /s/ Allen M. Earehart
----------------------------
Allen M. Earehart
Vice President, Controller
Date: June 26, 1998
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K/A
AMENDMENT NO. 1 TO
FORM 10-K
For the fiscal year ended December 31, 1997
Commission File No. 1-1430
REYNOLDS METALS COMPANY
Attached herewith are
Exhibits 99.1, 99.2 and 99.3
INDEX
EXHIBIT 2 - None.
<F1> EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended.
<F1> 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.
<F2> 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))
<F2> 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)
<F2> EXHIBIT 4.5 - Rights Agreement dated as of December 1, 1997
(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
December 1, 1997, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
1)
<F2> EXHIBIT 4.6 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
<F2> EXHIBIT 4.7 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
[FN]
______________________
<F1> Previously filed.
<F2> Incorporated by reference.
</FN>
2
<F2> EXHIBIT 4.8 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
<F2> EXHIBIT 4.9 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
<F2> EXHIBIT 4.10 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
<F2> EXHIBIT 4.11 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated August
16, 1991, Exhibit 4(a))
<F2> EXHIBIT 4.12 - 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) ("RACC"), as amended. (File
No. 1-1430, 1995 Form 10-K Report,
EXHIBIT 4.13)
<F2> EXHIBIT 4.13 - By-Laws of RACC, as amended. (File No.
1-1430, Form 10-Q Report for the Quarter Ended
March 31, 1997, EXHIBIT 4.14)
<F2> EXHIBIT 4.14 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.15)
<F2> EXHIBIT 4.15 - By-Laws of CRM, as amended. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1997, EXHIBIT 4.16)
<F2> EXHIBIT 4.16 - Indenture dated as of April 1, 1993
among RACC, 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))
<F2> EXHIBIT 4.17 - First Supplemental Indenture, dated as of
December 18, 1995 among RACC, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
<F2> EXHIBIT 4.18 - 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.
<F2><F3> 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)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>
3
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> 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)
<F2><F3> EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-K
Report, EXHIBIT 10.8)
<F2><F3> EXHIBIT 10.6 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)
<F2><F3> EXHIBIT 10.7 - Management Incentive Deferral Plan. (File
No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.12)
<F2><F3> 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)
<F2><F3> 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)
<F1><F3> EXHIBIT 10.10 - Form of Executive Severance Agreement as
amended between Reynolds Metals Company and
key executive personnel, including each of
the individuals listed in Item 4A of
this report.
<F2><F3> 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))
<F2><F3> 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))
<F2><F3> 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)
<F2><F3> 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)
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>
4
<F2><F3> 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)
<F2><F3> EXHIBIT 10.16 - 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))
<F2><F3> EXHIBIT 10.17 - 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)
<F2><F3> EXHIBIT 10.18 - 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)
<F2><F3> EXHIBIT 10.19 - 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)
<F2><F3> EXHIBIT 10.20 - 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)
<F2><F3> EXHIBIT 10.21 - 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)
<F2><F3> EXHIBIT 10.22 - 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)
<F2><F3> EXHIBIT 10.23 - 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)
<F2><F3> EXHIBIT 10.24 - 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)
<F2><F3> EXHIBIT 10.25 - 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)
<F2><F3> EXHIBIT 10.26 - 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)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>
5
<F2><F3> EXHIBIT 10.27 - 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)
<F2><F3> EXHIBIT 10.28 - 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)
<F2><F3> EXHIBIT 10.29 - Reynolds Metals Company 1996 Nonqualified
Stock Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17, 1996,
EXHIBIT 4.6)
<F2><F3> EXHIBIT 10.30 - 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)
<F2><F3> EXHIBIT 10.31 - 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)
<F2><F3> EXHIBIT 10.32 - 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)
<F2><F3> EXHIBIT 10.33 - 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)
<F2><F3> EXHIBIT 10.34 - 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)
<F2><F3> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan effective
January 1, 1996. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.38)
<F2><F3> EXHIBIT 10.36 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1996. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.39)
<F2><F3> EXHIBIT 10.37 - Reynolds Metals Company Supplemental
Incentive Plan. (File No. 1-1430, 1996
Form 10-K Report, EXHIBIT 10.40)
<F2><F3> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for Outside
Directors. (File No. 1-1430, 1996 Form
10-K Report, EXHIBIT 10.41)
[FN]
____________________________
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>
6
<F2><F3> EXHIBIT 10.39 - 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. (File No. 1-1430, 1996 Form 10-
K Report, EXHIBIT 10.42)
<F2><F3> EXHIBIT 10.40 - 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.
(File No. 1-1430, 1996 Form 10-K Report,
EXHIBIT 10.43)
<F1><F3> EXHIBIT 10.41 - Amendment to Reynolds Metals Company 1996
Nonqualified Stock Option Plan effective
December 1, 1997.
<F1><F3> EXHIBIT 10.42 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside Directors
effective December 1, 1997.
EXHIBIT 11 - Omitted; see Item 8 for computation of
earnings per share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
<F1> EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
<F1> EXHIBIT 23 - Consent of Independent Auditors
<F1> EXHIBIT 24 - Powers of Attorney
<F1> 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, 1997
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for
Hourly Employees Annual Report on Form 11-K for
the Fiscal Year Ended December 31, 1997
EXHIBIT 99.3 - Employees Savings Plan Annual Report on
Form 11-K for the Fiscal Year Ended
December 31, 1997
[FN]
____________________________
<F1> Previously filed.
<F2> Incorporated by reference.
<F3> Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to
Item 601 of Regulation S-K.
</FN>