GENCORP INC, 10-K, 1995-02-15

GENCORP INC
10-K, 1995-02-15
GUIDED MISSILES & SPACE VEHICLES & PARTS

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DRAFT OF: FEBRUARY 13, 1995

(LOGO)THE INFORMATION CONTAINED

IN THIS DOCUMENT IS

------------------------------------------------------------
CONFIDENTIAL
------------------------------------------------------------

WE REALIZE THAT SERVICE TO OUR CLIENTS IS MOST IMPORTANT. IF AT ANYTIME DURING
YOUR PROJECT, YOU HAVE COMMENTS OR CONCERNS ABOUT OUR SERVICE, PLEASE CONTACT
YOUR SALESPERSON OR DAN METZ, VICE PRESIDENT OF OPERATIONS, AT (216) 621-8384
AND WE WILL DO WHAT IS NECESSARY TO ACT UPON YOUR CONCERNS TO PROVIDE THE
SERVICE YOU EXPECT.

THANK YOU.

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CLEVELAND
(216) 621-8384

Fax (216) 621-1132
PITTSBURGH
(412) 281-3838

Fax (412) 281-4546
CINCINNATI
(513) 621-8384

Fax (513) 621-2901
COLUMBUS
(614) 221-8384

Fax (614) 221-8427

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 1994 Commission File Number 1-1520

GENCORP INC.
(Exact name of registrant as specified in its charter)

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OHIO 34-0244000
(State of Incorporation) (I.R.S. Employer Identification No.)

175 GHENT ROAD, FAIRLAWN, OHIO 44333-3300
(Address of principal executive offices) (Zip Code)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (216) 869-4200

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------------------------- ---------------------
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Common Stock, par value 10 cents per share New York and Chicago
8% Convertible Subordinated Debentures New York and Chicago
due August 1, 2002
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of January 31, 1995, was $401,142,268.

As of January 31, 1995, there were 32,312,737 outstanding shares of the
Company's Common Stock, 10 cents par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1995 Proxy Statement of GenCorp Inc. are incorporated into
Part III of this Report.

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GENCORP INC.

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1994

TABLE OF CONTENTS

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ITEM
NUMBER PAGE
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PART I

1 Business................................................................... 1
2 Properties................................................................. 4
3 Legal Proceedings.......................................................... 6
4 Submission of Matters to a Vote of Security Holders........................ 6
Executive Officers of the Registrant....................................... 7

PART II

5 Market for Registrant's Common Equity and Related Stockholder Matters...... 8
6 Selected Financial Data.................................................... 9
7 Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 9
8 Consolidated Financial Statements and Supplementary Data................... 13
9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..................................................... 13

PART III

10 Directors and Executive Officers of the Registrant......................... 38
11 Executive Compensation..................................................... 38
12 Security Ownership of Certain Beneficial Owners and Management............. 38
13 Certain Relationships and Related Transactions............................. 38

PART IV

14 Exhibits, Financial Statement Schedules and Reports on Form 8-K............ 38
Signatures................................................................. 39
Index to Financial Statements and Financial Statement Schedules............ GC-1
Exhibit Index.............................................................. i
</TABLE>
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PART I

ITEM 1. BUSINESS

GenCorp Inc. (hereinafter the "Company" or "GenCorp") was incorporated in
Ohio in 1915 as The General Tire & Rubber Company. The Company's operations are
grouped into three business segments: its automotive business, its polymer
products business and its aerospace and defense business, Aerojet-General
Corporation ("Aerojet"). The divisions of these segments engage in such diverse
businesses as molded reinforced plastics, extruded and molded rubber products,
vinyl-coated fabrics, vinyl woodgrain laminates, plastic films, plastic
extrusions, decorative wallcoverings, single-ply roofing systems, tennis balls
and racquetballs, styrene and butadiene based specialty latices, liquid and
solid propulsion systems, and defense electronics. The Company currently employs
approximately 12,970 persons. (Financial information relating to the Company's
business segments appears on pages 32 through 34 of this report.)

The Company and its businesses utilize the Corporate Technology Center in
Akron, Ohio to develop new products and improve existing products and processes.
The Center has a key role in the Company's technical activity and supports
design and development efforts across the Company. The corporate technology
staff is organized into seven Centers of Excellence with focused responsibility
for analytical services, mechanical dynamic testing, advanced materials,
engineering design and analysis, adhesives and coatings, structure composites
engineering, and advanced manufacturing process engineering. A number of design
and development centers focus on specific areas of various businesses and each
plant has dedicated engineering services.

The Company licenses technology and owns patents, which expire at various
times, relating to many of its products. The loss or expiration of any one or
more of them would not materially affect the business of the Company or any of
its segments. The important trademarks of the Company are registered in its
major marketing areas.

Although GenCorp's business is not seasonal in the traditional sense, the
aerospace and defense business' revenues and earnings have tended to concentrate
to some degree in the fourth quarter of each year reflecting delivery schedules
associated with that segment's mix of contracts, while the automotive business'
revenues and earnings have tended to concentrate to some degree in the second
and fourth quarters of the Company's fiscal year, generally as a consequence of
seasonality in the automotive industry's build schedules and in response to
customers' preparation for annual model changes.

Compliance with laws and regulations relating to the discharge of materials
into the environment or the protection of the environment continues to affect
many of the Company's operating facilities. A discussion of capital and
noncapital environmental expenditures incurred in 1994 and forecasted for 1995
and 1996 for environmental compliance is included under the heading
Environmental Matters on pages 12 and 13 of this report. Environmental matters
discussed on pages 12 and 13 and in Note Q beginning on page 29 of this report
are incorporated herein by reference.

AUTOMOTIVE

Revenues of the Company's automotive business are principally derived from
the development, manufacture and sale of highly engineered polymer products
developed for the original equipment automotive market. Applications include
extruded and molded rubber products for vehicle body and window sealing, molded
reinforced plastic panels for automobile and light and heavy truck bodies and
molded rubber products for vibration control.

The Vehicle Sealing Division is a leading producer and supplier of extruded
and molded rubber products engineered to prevent air and moisture from
penetrating windows, doors and other openings. This unit supplies
<PAGE> 5

products to all of the major domestic automotive companies for use in a wide
variety of vehicles including the General Motors full-size pickup truck, the
Suburban, Tahoe and Yukon, the small pickup truck, Blazer and Jimmy, the Ford
Ranger small pickup, the Ford Explorer and the General Motors Achieva, GrandAm
and Skylark. During 1994 GenCorp acquired the remaining 75.5% equity interest in
HENNIGES Elastomer- und Kunststofftechnik GmbH & Co. KG, and its related
companies. (The Company had acquired an initial 24.5% interest in this German
molded and extruded rubber products supplier in the third quarter of 1993.)

The Reinforced Plastics Division is one of the world's largest custom
molders of reinforced plastic components for automobile and light and heavy
truck bodies. Its state-of-the-art molding facility in Shelbyville, Indiana
incorporates innovations in automated manufacturing and is designed for
continuous flow manufacturing for the production of reinforced plastic body
panels. The plant manufactures body panels for the General Motors
Camaro/Firebird and Corvette and for the Chevrolet Lumina, Pontiac TransSport
and Oldsmobile Silhouette front wheel drive all-purpose vehicles. General Motors
has announced that production of the front wheel drive all-purpose vehicles at
its Tarrytown plant will cease in 1996. The Shelbyville facility began producing
body panels for the redesigned 1993 model General Motors Camaro/Firebird in the
fall of 1992. Additional products manufactured by the Reinforced Plastics unit
include roofs for the Chrysler Wrangler Jeep, hoods for the Lincoln Mark VIII,
flareside fenders for the Ford F-series and Ranger pickup trucks and hoods for
Volvo heavy trucks.

The Vibration Control Division produces and supplies molded rubber products
which counteract the impact and disturbance of vibrations emanating from the
power train and from road conditions. These products include bushings, engine
and transmission mounts and suspension assemblies. This unit supplies products
to all of the major domestic automotive companies as well as several foreign
vehicle manufacturers. The Company's automotive business is the sole supplier of
many products, including certain vibration control components for the General
Motors Lumina, Grand Prix, Regal and Cutlass Supreme, the Chrysler Concord,
Eagle Vision, Dodge Intrepid and Neon, the Toyota Camry, Corolla and Avalon, the
Mazda MX6 and 626 and the Ford Probe.

The automotive businesses' products are sold directly to original equipment
manufacturers or their fabricators. Automotive customers include the major
domestic automobile manufacturers, the loss of one or more of which would have a
material adverse effect on this segment. Sales to General Motors in 1994 were
approximately sixteen percent of the Company's net sales.

The emergence of foreign vehicle manufacturing facilities in North America
has significantly changed the original equipment market in recent years. While
competition based upon price, quality, service, technology and reputation is
intensifying with respect to all products marketed by this segment, a
strengthening of the automotive market, the successful launch of new product
programs and continued improvement in operating efficiencies contributed to
improvements in sales and earnings in 1994. Raw materials required by this
segment are generally in good supply.

POLYMER PRODUCTS

Revenues of the Company's polymer products business are generated through
the manufacture and sale of specialty polymers and engineered plastics and
elastomers for a variety of industrial, commercial and consumer markets. The
polymer products business has a broad base of commercial and industrial
customers, the loss of any one of which would not have a material adverse effect
on the segment's business.

The Designed Plastics Division is a diverse manufacturer and supplier in
three product areas. The division is a major producer of vinyl coated fabrics
for the home furnishings and marine industries and for a variety of other
industrial and commercial industries. The division is also a leading producer of
gaskets, seals, trim and magnetic rolls for the appliance, automotive and office
equipment industries. In addition, the division designs and sells material
systems for a wide range of commercial roofing applications.

The Plastic Films Division was formed with the acquisition of Reneer Films
Corporation in 1993. The division is a leading manufacturer of vinyl woodgrain
laminates for furniture and consumer electronics and double-polished clear vinyl
films for the office products and stationery markets. The division also produces

2
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decorative and engineered thermoplastic films for manufacturers of furniture,
ceiling tiles, credit cards, aircraft interiors, and industrial equipment.

The Specialty Polymers Division produces and markets a comprehensive line
of specialty latices used as coatings for paper, as binding agents for carpets
and nonwoven fabrics and as tire cord adhesives. It also produces adhesives and
in-mold coatings for automotive reinforced plastic applications. During the
fourth quarter of 1994, the Company successfully completed a 50% capacity
expansion of its Green Bay, Wisconsin latex plant. This facility, originally
brought on-line in early 1993, began running near its initial maximum capacity
within a year of its opening. The expanded facility continues to augment the
division's business commitment to the coated paper and paperboard industry.

The Wallcovering Division designs, manufactures and markets a full line of
decorative products for commercial and residential wallcovering applications.

Penn Racquet Sports is one of the world's largest manufacturers of tennis
balls and racquetballs. Tennis and racquetball accessories are purchased for
resale under the "Penn" trademark. Due to soft demand for tennis products, a
second U.S. tennis ball manufacturing facility will not be reopened.

Methods of distribution utilized by the divisions of the polymer products
business segment vary widely depending on the nature of the products and the
industry or market served, with products being sold either directly or through
distributors. PENN products are marketed worldwide. The Company has an agreement
with Head Racquet Sports to distribute Penn(R) tennis balls in France, Italy,
Germany, Austria and Switzerland.

Competition based upon price, quality, service, technology and reputation
is intense with respect to virtually all products marketed by this business
segment and, to a substantial degree, upon design and style in the wallcovering
and most other coated fabrics and plastic film products. The Company believes
that it continues to be a major competitor in the markets served by this
segment, and that the raw materials required are generally available. To date,
the Company has been successful in substantially offsetting the effects of
higher raw material costs through productivity improvements, operating cost
reductions and product pricing. However, high raw material costs continue to
adversely affect each of this segment's businesses, a trend expected to continue
into 1995.

AEROSPACE AND DEFENSE

Aerojet develops, manufactures and markets solid and liquid rocket
propulsion systems, smart munitions systems, sensor surveillance systems, earth
sensing systems and related defense products and services.

Aerojet has concentrated for the past several years on obtaining contracts
that provide a balance between technology development and long-term production,
as well as between defense and space programs. More recently, efforts have been
expanded to include the pursuit of nondefense domestic and international market
opportunities that take advantage of the segment's technologies, engineering and
manufacturing expertise and capabilities. In this regard, Aerojet is involved in
a series of joint defense-conversion technology initiatives including efforts
with Pacific Gas and Electric to apply composite materials technology to liquid
natural gas storage applications and a pilot project funded under the Clinton
Administration's Technology Reinvestment Project program to assess and prototype
ultralight insulating material technologies.

The aerospace and defense business' programs have included the Titan,
Minuteman, Standard Missile, Advanced Solid Rocket Motor ("ASRM") and Delta
propulsion programs; satellite surveillance sensor systems; the Sense and
Destroy Armor (SADARM) program; earth sensing systems; TOW 2B armaments;
Combined Effects Munition systems; ground data processing systems; and medium
caliber ammunition programs. Aerojet is also active in a variety of new
development and advanced programs related to defense and space applications
including satellite, launch, and armament systems. Aerojet believes that its
experience in these areas will enable it to continue to participate in the
future funding of these or similar programs. Most of the sales of this business
are made directly or indirectly to agencies of the United States government
pursuant to contracts or subcontracts which are subject to termination for
convenience (with compensation) by the government in accordance with Federal
Acquisition Regulations.

3
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The Small ICBM program was terminated and new production under the
Peacekeeper program was canceled during 1992. These two programs accounted for
sales of approximately $49 million in 1993. Close-out sales activity in 1994 was
$14 million.

Aerojet was a major subcontractor to Lockheed for the ASRM program. The
program was officially terminated by NASA on October 27, 1993. During November
1994 Aerojet completed negotiation of a comprehensive termination settlement
with NASA. Termination efforts accounted for $68 million in sales in 1994.

Aerojet completed negotiations with Olin Corporation with respect to the
sale of substantially all of its medium caliber ammunition and air dispensed
munition systems business in the second quarter of 1994. These ordnance products
accounted for sales of approximately $63 million in 1994.

Aerojet's direct and indirect sales to the United States Government and its
agencies (principally the Department of Defense) were approximately $578 million
in 1994, $846 million in 1993 and $982 million in 1992. Competition based upon
price, technology, quality and service is intense for all products and services
in this business segment and has increased with the decline in the national
defense budget. There are several other major companies with the technology and
capacity to produce most of the products manufactured and sold by Aerojet, and
in some areas, the government has its own manufacturing capabilities. With the
termination of the ASRM program and the sale of the ordnance business, Aerojet
announced a major streamlining and restructuring effort in the fourth quarter of
1993 that was completed in mid 1994 and has also taken additional measures to
reduce costs significantly in 1995. Aerojet believes it remains competitive in
its markets.

Backlog orders in the aerospace and defense businesses are commonplace and
significant. Aerojet's contract backlog was approximately $1.1 billion at
November 30, 1994, compared to $1.4 billion at November 30, 1993. Funded
backlog, which includes only the amount of those contracts for which money has
been authorized by Congress, totaled approximately $0.6 billion at November 30,
1994, compared with approximately $0.7 billion at November 30, 1993. Raw
materials required by this segment are generally in adequate supply.

ITEM 2. PROPERTIES

Operating, manufacturing, research, design and/or marketing facilities of
the Company and its businesses are set forth below.

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Corporate Headquarters: Corporate Technology Center Westward Look Resort
GenCorp Inc. 2990 Gilchrist Road Tucson, AZ
175 Ghent Road Akron, OH 44305-4489
Fairlawn, Ohio 44333-3300 216/794-6300
216/869-4200

AEROSPACE AND DEFENSE

Aerojet Azusa, CA
P.O. Box 13222 Colorado Springs, CO
Sacramento, CA 95813-6000 Huntsville, AL
916/355-1000 Jonesboro, TN
Los Angeles, CA
Socorro, NM
Washington, DC
</TABLE>

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AUTOMOTIVE

Farmington Hills, MI (marketing and sales)
Vehicle Sealing Division Batesville, AR
7221 Engle Road, Suite 240 Berger, MO
Fort Wayne, IN 46804-2233 Marion, IN
219/434-9700 Wabash, IN
Welland, Ontario, Canada
HENNIGES, Rehburg, Germany and Ballina, Ireland

* * * * * * * * * *

Vibration Control Division Logansport, IN
6920 Pointe Inverness Way Peru, IN
Suite 140 Wabash, IN
Fort Wayne, IN 46804
219/434-9800

* * * * * * * * * *

Reinforced Plastics Division Ionia, MI
11711 North Meridian Street Rushville, IN
Suite 505 Shelbyville, IN
Carmel, IN 46032
317/580-2400

POLYMER PRODUCTS

Designed Plastics Division Columbus, MS
1722 Indian Woods Circle Evansville, IN
Suite A Fort Smith, AR
Maumee, OH 43537-4060 Hackensack, NJ
419/891-1500 Paris, France

* * * * * * * * * *

Plastic Films Division Jeannette, PA
Route 895 West, Hickory Drive Newcomerstown, OH
Auburn, PA 17922-9611
717/366-1051

* * * * * * * * * *

Specialty Polymers Division Dalton, GA
165 S. Cleveland Avenue Green Bay, WI
Mogadore, OH 44260-1593
216/628-6550

* * * * * * * * * *

Wallcovering Division Columbus, MS
Three University Plaza, Suite 200 New York, NY
Hackensack, NJ 07601-6219 Paris, France
201/489-0100 Pine Brook, NJ
Salem, NH
</TABLE>

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* * * * * * * * * *

Penn Racquet Sports Mullingar, Republic of Ireland
306 South 45th Avenue Nurnberg, Germany
Phoenix, AZ 85043
602/269-1492
</TABLE>

In addition, the Company and its businesses own and lease properties
(primarily machinery, warehouse and office facilities) in various sections of
the country for use in the ordinary course of its business. Data appearing in
Note P on page 29 of this report with respect to leased properties is
incorporated herein by reference.

During 1994, the Company generally made effective use of its productive
capacity. As discussed under the heading Polymer Products in this report, a 50%
expansion of the new latex manufacturing facility in Green Bay, Wisconsin was
completed in 1994, while a second U.S. tennis ball manufacturing facility will
not be reopened. The Company believes that the quality and productive capacity
of its properties are sufficient to maintain the Company's competitive position.

ITEM 3. LEGAL PROCEEDINGS

Effective January 1, 1991, the Company modified its medical benefit plan
for salaried employees who had retired. The modifications included increases to
retiree-paid deductibles and co-payments, a Medicare "carve-out" provision and
an increase in the maximum lifetime benefit. In January 1992, a group of
salaried retirees filed a class action challenging the Company's right to
implement the benefit plan changes, Dague, et al. v. GenCorp Inc., No. 5:91 CV
2617 (U.S.D.C., N.D. Ohio). On August 27, 1993, the District Court granted
summary judgment for GenCorp, holding that the Company had consistently reserved
its right within relevant plan documents to modify retiree medical benefits. The
ruling rendered moot the retirees' motion for class certification. On August 24,
1993, the retirees appealed the District Court's decision to the U.S. Court of
Appeals, where the matter is currently pending (No. 93-4070, U.S.C.A., 6th
Cir.).

Information concerning legal proceedings relating to environmental matters
which appears in Note Q beginning on page 29 of this report is incorporated
herein by reference.

The U.S. Government frequently conducts investigations into allegedly
illegal or unethical activity in the performance of defense contracts.
Investigations of this nature are common to the aerospace and defense industries
in which Aerojet participates; possible consequences may include civil and
criminal fines and penalties, in some cases, double or treble damages, and
suspension or debarment from future government contracting. Aerojet currently is
subject to several U.S. Government investigations regarding business practices
and cost classification from which legal or administrative proceedings could
result. While it is not possible to predict with certainty the outcome of any
such investigation, the Company does not believe, based upon the information
available at this time, that final resolution of any such matter will have a
material adverse effect on its consolidated financial condition or result in its
suspension or termination as a government contractor.

The Company and its subsidiaries are presently engaged in other litigation,
and additional litigation has been threatened. However, based upon information
presently available, none of such other litigation is believed to constitute a
"material pending legal proceeding" within the meaning of Item 103 of Regulation
S-K (17 CFR Reg. 229.103) and the Instructions thereto.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended November 30,
1994.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is given as of February 1, 1995, and except as
otherwise indicated, each individual has held the same office during the
preceding five-year period.

A. W. Reynolds, age 61: Chairman of the Board of Directors (since January
1987); formerly Chief Executive Officer (from August 1985 to July 1, 1994) and
President and Chief Operating Officer of the Company (from September 1984 until
August 1985).

J. B. Yasinsky, age 55: President and Chief Executive Officer (since July
1, 1994); formerly President and Chief Operating Officer (since November 1993);
previously Group President of Westinghouse Electric Corporation (since February
1993), President, Westinghouse Power Systems (from 1990 to 1993), Executive Vice
President, Westinghouse, World Resources and Technology (from 1989 to 1990), and
Executive Vice President, Westinghouse International (from 1987 to 1989).

W. E. Bachman, age 55: Executive Vice President of the Company (since July
15, 1994); formerly Vice President of the Company and President of the Company's
polymer products business (since May 1993), Vice President -- Operations for the
Company's polymer products business (since April 1993), President of the
Company's Fabricated Plastics Unit (from 1988 to April 1993) and President of
the Coated Fabrics Division (from 1987 to 1988).

M. L. Isles, age 49: Executive Vice President of the Company (since July
15, 1994); formerly Vice President of the Company and President of the Company's
automotive business (since January 1988), previously President of the Company's
former Engineered Elastomers Division.

R. I. Ramseier, age 58: Executive Vice President of the Company (since July
15, 1994) and President of Aerojet (since January 1989); also Vice President of
the Company (from January 1989 to July 1994), formerly President of Aerojet
TechSystems.

T. W. Arndt, age 43: Vice President of the Company (since August 1994),
also President of the Company's Vibration Control Division (since 1990);
formerly Vice President and Controller of the Company's automotive business.

D. M. Cound, age 63: Vice President -- Quality Management (since June
1992); formerly Vice President of Quality for the Company's automotive business
(from 1988 to 1992) and Vice President of Quality for the Company's former
Diversitech General Subsidiary (from 1985 to 1987).

E. R. Dye, age 53: Secretary (since September 1988) and Assistant General
Counsel (since January 1987); formerly Assistant Secretary (from November 1986
until September 1988), Associate General Counsel (from September 1985 until
January 1987) and Counsel prior to September 1985.

C. R. Ennis, age 62: Senior Vice President, Law and Environmental Affairs;
General Counsel (since August 1994); formerly Vice President and General Counsel
(since January 1986) (also Secretary from November 1986 to September 1988);
previously Vice President and General Counsel, International Operations, for
subsidiaries of Enserch Corporation.

G. J. Goberville, age 48: Vice President -- Human Resources (since January
1993); previously Vice President -- Human Resources of the Company's automotive
business (since February 1988), Director of Compensation and Benefits of Aerojet
(from 1985 until February 1988).

M. E. Hicks, age 36: Treasurer (since September 1994); formerly Director,
Treasury for the Company (since 1989) and Manager, Cash and Banking (from 1988
to 1989).

R. A. Livigni, age 60: Vice President of Corporate Technology (since
November 1994); formerly Vice President and Director of Research (since January
1988), and Associate Director -- Research.

F. J. Lucksinger, age 49: Vice President and Controller of the Company
(since August 1993); formerly Vice President, Controller of Aerojet (Vice
President since 1989 and Controller since 1987).

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P. D. Mittiga, age 47: Vice President of the Company (since August 1994),
also President of the Company's Plastic Films Division (since 1993); formerly
President and Chief Executive Officer of Reneer Films Corporation (since 1989)
and Marketing Manager of the Goodyear Tire & Rubber Company's Film Division
(since 1986).

W. A. Smith, age 47: Vice President of the Company (since August 1994),
also President of the Company's Vehicle Sealing Division (since 1990); formerly
General Manager of the Company's Welland, Ontario vehicle sealing plant (since
1986 to 1990) and Vice President -- manufacturing (from 1985 to 1986).

P. A. Spanninger, age 51: Vice President, International of the Company
(since July 15, 1994); formerly Vice President, International of the Company's
automotive business (since 1988) and previously Director of Technology and
Venture Management for the Goodyear Tire & Rubber Company.

D. M. Steuert, age 46: Senior Vice President and Chief Financial Officer
(since August 1994); formerly Vice President and Chief Financial Officer (since
June 1990) and Treasurer (since May 1986), previously Vice President -- Finance
and Planning (from May 1987 to June 1990) and Treasurer.

H. B. Thompson, age 57: Vice President of the Company (since August 1994),
also President of the Company's Reinforced Plastics Division (since 1988);
formerly Executive Vice President of the Reinforced Plastics Division (from 1987
to 1988).

J. W. Ward, age 52: Vice President of the Company (since August 1994), also
President of the Company's Wallcovering Division (since 1989); formerly Vice
President of contract sales/marketing of the Wallcovering Division (from 1986 to
1989).

G. R. Weida, age 47: Vice President of the Company (since August 1994),
also President of Penn Racquet Sports (since 1991); formerly President of the
Company's Plastic Films Division (from 1987 to 1991), and General Manager of the
rigid plastics business (from 1986 to 1987).

D. I. Windham, age 49: Vice President of the Company (since August 1994),
also President of the Company's Designed Plastics Division (since 1993);
formerly Plant Manager of the Company's Columbus, Mississippi vinyl coated
fabrics plant (from 1987 to 1993) and Technical Director (from 1980 to 1987).

R. Younts, age 39: Vice President -- Communications (since January 1995);
previously Director of Communications (since July 1993) and various other
communications positions with Aerojet (from December 1984 to July 1993).

M. W. Zima, age 57: Vice President of the Company (since August 1994), also
President of the Company's Specialty Polymers Division (since 1991); formerly
President and Chief Executive Officer of Uniroyal Engineered Products in
Sarasota, Florida (from 1982 to 1991), and various management positions with
General Electric (from 1968 to 1982).

The Company's executive officers generally hold terms of office of one year
and/or until their successors are elected.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the New York and Chicago Stock
Exchanges. At December 31, 1994, there were approximately 15,100 holders of
record of the Company's common stock. During 1994, 1993 and 1992, the Company
paid quarterly cash dividends on common stock of $.15 per share. Information
regarding the high and low quarterly sales prices of common stock for the past
two years is contained in the Quarterly Financial Data (unaudited) which appears
on page 35 of this report and is incorporated herein by reference.

Information concerning long-term debt, including restrictions and
provisions relating to distributions and cash dividends on the Company's Common
Stock, appears in Note L on page 27 of this report and is incorporated herein by
reference.

8
<PAGE> 12

ITEM 6. SELECTED FINANCIAL DATA

Financial data required under this section appears on page 36 of this
report and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Sales for GenCorp in 1994 totaled $1.7 billion, 9 percent below the 1993
level. Segment operating profit decreased 11 percent to $108 million, excluding
the charge of $80 million for segment unusual items, compared to $121 million
for 1993. Segment operating profit (see Note R) in 1994 including the charge for
segment unusual items was $28 million.

Net income for 1994 excluding an after tax charge of $50 million for
unusual items and $213 million for cumulative effect of accounting changes (see
Note B and Note C, respectively) was $37 million compared to $43 million in 1993
or $1.16 per share as compared to $1.35 per share for primary earnings per share
in 1993.

Including the charges for unusual items and the cumulative effect of
accounting changes, the Company reported a net loss of ($226) million for 1994
as compared to net income of $43 million in 1993. On a fully diluted basis,
earnings (loss) per share was a loss of ($7.10) per share for 1994 as compared
to earnings of $1.24 per share in 1993.

Interest expense in 1994 was $32 million compared to $26 million in 1993
and $37 million in 1992. Interest expense for 1994 increased primarily due to a
higher level of average debt outstanding and higher interest rates compared to
1993. The decrease in interest expense from 1992 to 1993 resulted from lower
interest rates and savings from the refinancing activities in 1992.

Other income and expense decreased $9 million to an expense of $4 million
in 1994 from an income of $5 million in 1993. The decrease was primarily due to
the equity loss incurred at HENNIGES Elastomer- und Kunststofftechnik GmbH & Co.
KG (HENNIGES), lower interest income and adjustments to non-operating reserves.
Other income and expense increased $9 million to an income of $5 million in 1993
from an expense of $4 million in 1992. The increase was due to the absence of
costs associated with the 1992 refinancing effort, adjustments to non-operating
reserves and other miscellaneous matters.

UNUSUAL ITEMS

As further discussed in Note B to the financial statements, in the fourth
quarter of 1994 the Company recognized net unusual charges of $83 million ($50
million or $1.56 per share after tax).

These charges included provisions for environmental remediation costs at
Aerojet's Sacramento, California facility (see Note Q), environmental costs
associated with other sites, warranty and litigation costs, asset valuation
reserves, restructuring and other costs. These provisions are net of cash
recoveries from insurers and a litigation settlement with an investment banking
firm.

The impact of these unusual charges on the operating profit of the
Company's business segments was $68 million for Aerojet, $4 million for
Automotive and $8 million for Polymer Products.

The unusual charges include a restructuring charge of $12 million. This
charge consists of $5 million for restructuring the Company's corporate and
segment headquarters and its research function and $7 million for the Reinforced
Plastics Division.

During 1994, the Company streamlined operations and removed a layer of
management by eliminating its Akron-based automotive and polymer products
segment headquarters. The operating support activities performed by the two
segments were absorbed by the Company's divisions or corporate headquarters. The
Company also eliminated levels of management and non-value added administrative
functions by reorganizing its research laboratories, engineering and technology
staffs and facilities. These actions resulted in the elimination of 65 open and
filled positions and are expected to reduce annual costs by approximately $10
million. All of the affected employees were notified of termination prior to
November 30, 1994. The Company recognized a total restructuring charge of $5
million including severance costs of $4 million and costs of

9
<PAGE> 13

exiting facilities of $1 million. The Company paid $1 million in severance
benefits during 1994. The remaining net cash outflow from these actions is
estimated to be $3 million in 1995 and $1 million thereafter.

Also during 1994, the Reinforced Plastics Division continued its program of
aggressive pursuit of the heavy truck market to further diversify its product
base. The Ionia, Michigan plant has been identified as the plant for conversion
to a heavy truck operation. In connection with this conversion, the Company
recognized a $7 million provision for the demolition of part of this facility.
The provision included $4 million for the write-off of related fixed assets and
$3 million for the cost of demolishing parts of the facilities in 1996. After
the facilities are demolished, the Company anticipates annual savings of $1
million.

During 1992, the Company recognized a $22 million provision for a prior
restructuring program within its Reinforced Plastics Division for
rationalization of excess capacity at its plants. The reserve balance amounted
to $6 million, $10 million and $22 million at November 30, 1994, 1993 and 1992,
respectively. The remaining reserve of $6 million at November 30, 1994 includes
$4 million for the write-down of fixed assets and $2 million for the cost of
demolishing facilities in 1995.

BUSINESS ACQUISITIONS AND DIVESTITURES

During 1994, the Company enhanced its European automotive presence by
acquiring the remaining 75.5 percent equity interest in HENNIGES, a German
original equipment automotive supplier. This acquisition strengthens the
Company's ability to compete in today's global automotive markets. Also during
1994, the Company sold its Aerojet Ordnance Division's medium caliber ammunition
and air dispensed munition business to Olin Corporation in May 1994. (See Note
D.)

Determining the future role of Aerojet in the corporation is a key part of
the Company's strategy. The Company is continuing to discuss the possibility of
divestiture with interested parties while at the same time evaluating
alternatives such as joint ventures, strategic alliances or continued operation
of Aerojet should efforts to divest not offer adequate shareholder value.

The sale of all or part of Aerojet would reduce the Company's exposure to
recent wide variability in defense spending and would allow the Company to focus
on its growing commercial businesses. Any divestiture would initially reduce
sales and segment operating profit until the Company is able to redeploy assets
to businesses generating equal or better returns. The Company is required to use
the proceeds from any sale of all or part of Aerojet to reduce outstanding debt
under the Company's credit facility. Further, this credit facility would be
reduced permanently by the amount of the net cash proceeds from any sale. The
reduction in debt and interest expense would improve the Company's financial
condition.

FINANCIAL RESOURCES AND CAPITAL SPENDING

Cash flow provided from operating activities for fiscal 1994 was $133
million compared to $12 million in 1993. The improvement was primarily due to
the decrease in working capital requirements. Working capital changes in 1993
included a $63 million payment of tax liabilities related to prior years.

At November 30, 1994, the Company's total debt was $385 million compared to
$439 million at the end of 1993. Debt decreased $54 million during 1994 due to
strong cash flow from operations, reduced capital expenditures, the sale of the
ordnance business and recoveries from insurers and an investment banking firm
(see Note B).

In June 1994, the Company extended its receivable financing program through
December 1994 (see Note G). When the program expired on December 31, 1994, the
Company used its existing borrowing capacity to repurchase outstanding
receivables previously sold under this program and does not currently intend to
enter into a new receivable financing program.

Capital expenditures were made principally for capacity expansion and asset
replacement, cost reduction, safety and productivity improvements and
environmental protection. Capital expenditure outlays in 1994 totaled $63
million compared to $67 million in 1993 and $96 million in 1992.

10
<PAGE> 14

Management believes that funds generated from operations and existing
borrowing capacity are adequate to finance planned capital expenditures,
company-sponsored research and development programs and dividend payments to
shareholders.

AUTOMOTIVE

Sales for the automotive business segment during fiscal 1994 totaled $577
million, an increase of 12 percent over 1993 sales of $514 million. Higher
volume for key vehicle platforms and new program launches of GM's Blazer/Jimmy,
Chrysler's Neon, Toyota's Avalon and Volvo's heavy truck contributed to the
improvement.

Increased sales during 1994 resulted in segment operating profit of $32
million excluding an unusual charge of $4 million, an increase of $11 million
over 1993 operating profit of $21 million. The Vibration Control and Reinforced
Plastics Divisions showed significant earnings improvement due to increased
sales volume and manufacturing efficiency gains. Operating profit for the
automotive segment was negatively impacted by HENNIGES as the German automotive
market remained weak.

During 1994, the Company acquired the remaining 75.5 percent equity
interest in HENNIGES, the Company's German automotive supplier. Due to the
increased ownership, near-term losses recognized by the Company are expected to
be larger. With 100 percent ownership, the Company initiated an aggressive
restructuring and cost reduction campaign to drive HENNIGES towards profitable
performance at the earliest possible date. Despite the near-term challenges
facing HENNIGES, the acquisition was an important part of the Company's
long-term European automotive strategy. HENNIGES strengthens and enhances the
Company's international presence, which is important to competing in today's
global automotive markets and is critical to meeting the needs and requirements
of customers in both Europe and North America.

Outlook

Sales growth in 1995 will be dependent on the level of domestic vehicle
production. Operating profit growth in 1995 will be based on sales growth and
continued cost reductions and productivity improvements.

1993 Results

Sales in 1993 increased 18 percent to $514 million from $436 million in
1992. Segment operating profit in 1993 was $21 million compared to $9 million in
1992 which excluded a $22 million unusual charge for restructuring Reinforced
Plastics in 1992.

The significant increase in sales for 1993 was due to the continued
recovery in domestic vehicle production and new program launches. The
improvement in operating profit was the result of increased sales, cost
reductions and improved productivity throughout the segment.

POLYMER PRODUCTS

Polymer Products again achieved record levels of sales and segment
operating profit in 1994. Sales for 1994 were $569 million, a 10 percent
increase over 1993 sales of $519 million. Sales growth in the Designed Plastics
and Specialty Polymers Divisions along with the full year performance of Reneer
in the Plastic Films Division contributed to the increase in segment sales.
These sales increases more than offset the decline in sales at Penn Racquet
Sports, attributable to softness in the world tennis market.

Segment operating profit in 1994 was $51 million excluding an unusual
charge of $8 million, a 9 percent increase over $47 million in 1993. The
earnings improvement was led by the Specialty Polymers and Plastic Films
Divisions. However, Penn Racquet Sports experienced lower earnings due to sales
volume decline and Designed Plastics was negatively impacted by an increase in
warranty expense and raw material prices.

Outlook

Due to improved market conditions, steady growth should continue for
Polymer Products during 1995 as it maintains strong market positions in its
businesses.

11
<PAGE> 15

1993 Results

Sales in 1993 were $519 million, or 8 percent over 1992 sales of $482
million. The Specialty Polymers, Wallcovering, Designed Plastics and Plastic
Films Divisions experienced sales growth while sales at Penn Racquet Sports
declined. Increased sales resulted from market penetration gains and the
acquisition of Reneer Films.

Segment operating profit in 1993 was $47 million, a 4 percent increase over
$45 million in 1992. The earnings improvement was achieved by gains in Designed
Plastics, Plastic Films and Wallcovering.

AEROSPACE AND DEFENSE

Sales in 1994 for Aerojet were $594 million, down 32 percent from 1993
sales of $872 million. The decrease is due to the residual impact of the
Peacekeeper program cancellation and the Advanced Solid Rocket Motor program
termination, lower activity in the Sense and Destroy Armor and Tube-Fired
Optically Tracked Wire programs and the sale of the Ordnance medium caliber
ammunition and air dispensed munition businesses.

Aerojet's segment operating profit in 1994 was $25 million, excluding an
unusual charge of $68 million for environmental matters at its Sacramento,
California facility (see Note Q), a decline of 53 percent from $53 million in
1993. The decrease in operating profit was due primarily to lower sales revenue
and contract mix issues. During the first quarter of 1994, Aerojet took a $17
million charge for costs associated with a meteorological sensor program, a
tactical rocket propulsion program and the projected loss on disposal of a small
business. These charges were partially offset by the settlement of Aerojet's
claim for the early termination of the ASRM program which resulted in $12
million of operating profit during the fourth quarter.

Contract backlog for Aerojet was $1.1 billion at the end of 1994, compared
to $1.4 billion at the end of 1993 and $1.3 billion in 1992. Funded backlog,
which includes only the amount of those contracts for which money has been
directly authorized by Congress, totaled $0.6 billion at the end of 1994, down
from $0.7 billion at the end of 1993 and $0.9 billion in 1992.

Outlook

1995 will continue to present Aerojet with challenges due to reductions in
the defense budget, program restructuring and the effects of industry
consolidations. To address these challenges, Aerojet completed a major
streamlining and restructuring effort in 1994 that is intended to reduce future
operating costs and improve operational efficiencies to allow for more effective
competition and performance on current programs.

1993 Results

Sales in 1993 were $872 million, down 14 percent from 1992 sales of $1,019
million. Sales declines at Aerojet's propulsion and defense electronics
businesses accounted for the overall decrease.

Segment operating profit was $53 million in 1993 compared to $71 million in
1992, a decrease of 25 percent. The decline in operating profit was due
primarily to the decline in sales and contract mix issues.

ENVIRONMENTAL MATTERS

GenCorp's policy is to conduct its businesses with due regard for the
preservation and protection of the environment. The Company devotes a
significant amount of resources and management attention to environmental
matters and actively manages its ongoing processes to comply with extensive
environmental laws and regulations. The Company is involved in the remediation
of environmental conditions which resulted from previously accepted
manufacturing and disposal practices that date back to the 1950s and 1960s at
certain of its own plants. In addition, the Company has been designated a
potentially responsible party, with other companies, at sites undergoing
investigation and remediation.

In 1994, capital expenditures for projects related to the environment were
approximately $6 million, compared to $7 million in 1993 and $10 million in
1992. The Company currently forecasts that capital

12
<PAGE> 16

expenditures for environmental projects will range between $7 million and $12
million in each of the next two years. During 1994, noncapital expenditures for
environmental compliance and protection totaled $33 million of which $13 million
was for recurring costs associated with managing hazardous substances and
pollution abatement in ongoing operations and $20 million was for investigation
and remediation efforts at other sites. Similar noncapital expenditures were $40
million and $42 million in 1993 and 1992, respectively. It is presently expected
that noncapital environmental expenditures will increase slightly for the next
several years.

The nature of environmental investigation and cleanup activities often
makes it difficult to determine the timing and amount of any estimated future
costs that may be required for remedial measures. However, the Company reviews
these matters and accrues for costs associated with the remediation of
environmental pollution when it becomes probable that a liability has been
incurred and its proportionate share of the amount can be reasonably estimated.
The Company's Consolidated Balance Sheet at November 30, 1994 reflects accruals
of $282 million and amounts recoverable of $132 million from third parties for
remediation costs.

The effect of resolution of environmental matters on results of operations
cannot be predicted due to the uncertainty concerning both the amount and timing
of future expenditures and future results of operations. However, management
believes, on the basis of presently available information, that resolution of
these matters will not materially affect the consolidated financial condition of
the Company. The Company will continue its efforts to mitigate past and future
costs through pursuit of claims for insurance coverage and continued
investigation of new remediation alternatives and associated technologies. For
additional discussion of environmental matters, refer to Note Q --
Contingencies.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information called for by this item is set forth beginning on the next page
(page 14) of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no changes in accountants or disagreements with the
Company's independent accountants on accounting and financial disclosure matters
during the Company's two most recent fiscal years or during any period
subsequent to the date of the Company's most recent financial statements.

13
<PAGE> 17

GENCORP INC.

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
----------------------------
1994 1993 1992
------ ------ ------
(DOLLARS IN MILLIONS,
EXCEPT PER-SHARE DATA)
<S> <C> <C> <C>
NET SALES........................................................ $1,740 $1,905 $1,937
------ ------ ------
COSTS AND EXPENSES
Cost of products sold............................................ 1,391 1,562 1,587
Selling, general and administrative.............................. 179 178 171
Depreciation..................................................... 73 74 79
Interest expense................................................. 32 26 37
Other (income) expense, net...................................... 4 (5) 4
Unusual items (Note B)........................................... 83 -- 22
------ ------ ------
1,762 1,835 1,900
------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES................................ (22) 70 37
Income tax (benefit) provision (Note F).......................... (9) 27 15
------ ------ ------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGES..... (13) 43 22
Cumulative effect of accounting changes (Note C)................. (213) -- --
------ ------ ------
Net Income (Loss).............................................. $ (226) $ 43 $ 22
====== ====== ======
EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Primary:
Before cumulative effect of accounting changes................. $ (.41) $ 1.35 $ .70
Cumulative effect of accounting changes........................ (6.69) -- --
------ ------ ------
Earnings (Loss) Per Share...................................... $(7.10) $ 1.35 $ .70
====== ====== ======
Fully Diluted:
Before cumulative effect of accounting changes................. $ (.41) $ 1.24 $ .70
Cumulative effect of accounting changes........................ (6.69) -- --
------ ------ ------
Earnings (Loss) Per Share...................................... $(7.10) $ 1.24 $ .70
====== ====== ======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

14
<PAGE> 18

GENCORP INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-------------------
1994 1993
------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents............................................. $ 22 $ 16
Marketable securities, at cost (approximates market)............. 8 7
Accounts receivable (Note G)..................................... 190 173
Inventories (Note H)............................................. 158 199
Prepaid expenses................................................. 43 42
------ ------
Total Current Assets................................... 421 437
Investments and other assets (Note J)............................ 468 233
Property, plant and equipment, at cost
Land........................................................... 40 35
Buildings and building equipment............................... 310 303
Machinery and equipment........................................ 907 925
Construction in progress....................................... 37 36
------ ------
1,294 1,299
Accumulated depreciation....................................... (728) (756)
------ ------
Net property, plant and equipment........................... 566 543
------ ------
Total Assets........................................... $1,455 $1,213
====== ======

CURRENT LIABILITIES
Notes payable.................................................... $ 7 $ 23
Accounts payable -- trade........................................ 104 102
Income taxes (Note F)............................................ 19 14
Accrued expenses (Note K)........................................ 237 209
------ ------
Total Current Liabilities.............................. 367 348
Long-term debt (Note L).......................................... 378 416
Postretirement benefits other than pensions (Note I)............. 373 70
Other long-term liabilities (Note K)............................. 344 144
Contingencies (Note Q)

SHAREHOLDERS' EQUITY (DEFICIT)
Preference stock -- $1.00 par value; 15 million shares
authorized; none outstanding................................... -- --
Common stock -- $.10 par value; 90 million shares authorized;
32.1 million shares outstanding................................ 3 3
Other capital.................................................... 5 1
Retained earnings (deficit)...................................... (16) 229
Cumulative translation adjustment................................ 1 2
------ ------
Total Shareholders' Equity (Deficit)................... (7) 235
------ ------
Total Liabilities and Shareholders' Equity (Deficit)... $1,455 $1,213
====== ======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

15
<PAGE> 19

GENCORP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
-------------------------
1994 1993 1992
----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net Income (Loss).................................................. $(226) $ 43 $ 22
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Cumulative effect of accounting changes....................... 213 -- --
Provision for unusual items................................... 114 -- 22
Depreciation, amortization and loss on disposal of fixed
assets....................................................... 77 86 84
Changes in operating assets and liabilities
Deferred income taxes....................................... (30) (5) (22)
Accounts receivable......................................... (11) (13) 13
Inventories................................................. 35 5 (33)
Other current assets........................................ (1) 5 12
Current liabilities......................................... (12) (93) 29
Other non-current assets.................................... (31) (14) (7)
Other long-term liabilities................................. 5 (2) 1
----- ----- -----
Net Cash Provided by Operating Activities........... 133 12 121
----- ----- -----
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Capital expenditures............................................... (63) (67) (96)
Proceeds from asset dispositions................................... 29 4 1
Acquisitions....................................................... (22) (43) --
Net (increase) decrease in marketable securities................... (1) -- 14
----- ----- -----
Net Cash Used in Investing Activities............... (57) (106) (81)
----- ----- -----
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Long-term debt incurred............................................ 341 360 416
Long-term debt paid................................................ (379) (288) (427)
Proceeds from accounts receivable financing........................ -- 10 --
Net short-term debt incurred (paid)................................ (16) 22 --
Dividends.......................................................... (19) (19) (19)
Other equity transactions.......................................... 3 (2) (3)
----- ----- -----
Net Cash Provided by (Used in) Financing
Activities....................................... (70) 83 (33)
----- ----- -----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............... 6 (11) 7
Cash and cash equivalents at beginning of year..................... 16 27 20
----- ----- -----
Cash and Cash Equivalents at End of Year............ $ 22 $ 16 $ 27
===== ===== =====
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

16
<PAGE> 20

GENCORP INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK RETAINED CUMULATIVE
------------------- OTHER EARNINGS TRANSLATION
SHARES AMOUNT CAPITAL (DEFICIT) ADJUSTMENT
---------- ------ ------- -------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BALANCE AT NOVEMBER 30, 1991.................... 31,729,776 $3 $1 $ 202 $ 7
Net income...................................... 22
Currency translation adjustment................. (3)
Cash dividends -- $.60 per share................ (19)
Reacquired shares for incentive programs........ (571) -- --
---------- -- -- ------ ---
BALANCE AT NOVEMBER 30, 1992.................... 31,729,205 3 1 205 4
Net income...................................... 43
Currency translation adjustment................. (2)
Cash dividends -- $.60 per share................ (19)
Shares issued under incentive programs.......... 811 -- --
Reacquired shares for incentive programs........ (158) -- --
---------- -- -- ------ ---
BALANCE AT NOVEMBER 30, 1993.................... 31,729,858 3 1 229 2
Net loss........................................ (226)
Currency translation adjustment................. (1)
Cash dividends -- $.60 per share................ (19)
Shares issued to employee saving plans.......... 336,461 -- 4
Shares issued under incentive programs.......... 8,881 -- --
Reacquired shares for incentive programs........ (18) -- --
---------- -- -- ------ ---
BALANCE AT NOVEMBER 30, 1994.................... 32,075,182 $3 $5 $ (16) $ 1
========== === === ====== ===
<FN>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
</TABLE>

17
<PAGE> 21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION -- The consolidated financial statements of the Company
include the accounts of the parent company and its majority-owned subsidiaries.

REVENUE RECOGNITION -- Generally, sales are recorded when products are
shipped or services are rendered. Sales and income under most government
fixed-price and fixed-price-incentive production type contracts are recorded as
deliveries are made. For contracts where relatively few deliverable units are
produced over a period of more than two years, revenue and income are recognized
at the completion of measurable tasks rather than upon delivery of the
individual units. Sales under cost reimbursement contracts are recorded as costs
are incurred and include estimated earned fees in the proportion that costs
incurred to date bear to total estimated costs. Certain government contracts
contain cost or performance incentive provisions which provide for increased or
decreased fees or profits based upon actual performance against established
targets or other criteria. Penalties and cost incentives are considered in
estimated sales and profit rates. Performance incentives are recorded when
measurable or when awards are made and provisions for estimated losses on
contracts are recorded when such losses become evident.

ENVIRONMENTAL COSTS -- The Company expenses, on a current basis, recurring
costs associated with managing hazardous substances and pollution in ongoing
operations. The Company also accrues for costs associated with the remediation
of environmental pollution when it becomes probable that a liability has been
incurred and its proportionate share of the amount can be reasonably estimated.
The Company recognizes amounts recoverable from insurance carriers, the U.S.
government or other third parties, when the collection of such amounts becomes
probable. Pursuant to U.S. government agreements or regulations, the Company
will recover a substantial portion of its environmental costs through the
establishment of prices of the Company's products and services sold to the U.S.
government. With the exception of applicable amounts representing current assets
and liabilities, recoverable amounts and accrued costs are included in other
assets and other long term liabilities. Prior to 1994, the Company recorded
environmental liabilities net of the probable future recoveries from third
parties. Accordingly, the 1993 amounts have been reclassified on the Company's
Consolidated Balance Sheet to conform to the 1994 presentation.

INVENTORIES -- Inventories are stated at the lower of cost or market. The
automotive and polymer products business segments use the last-in, first-out
method. The aerospace and defense business segment uses the average cost method.
Foreign operations use the first-in, first-out method.

Work-in-process on fixed price contracts includes direct costs and overhead
less the estimated average cost of deliveries. Appropriate general and
administrative costs are allocated to government and certain other contracts.

PROPERTY, PLANT AND EQUIPMENT -- Refurbishment costs are capitalized in the
property accounts whereas ordinary maintenance and repair costs are expensed as
incurred. Depreciation for financial reporting is computed principally by
accelerated methods for the aerospace and defense business segment and by the
straight-line method for the remainder of the Company.

GOODWILL AND OTHER INTANGIBLE ASSETS -- The excess of purchase price over
the value of net assets acquired is included in other assets and is amortized on
a straight-line basis over a 40-year period or less.

INCOME TAXES -- Deferred income taxes are provided for temporary
differences between financial statement and taxable income.

HEDGING INSTRUMENTS -- The Company periodically enters into interest rate
swap agreements to manage interest rate exposure. The differential to be paid is
accrued as interest rates change and is recognized over the life of the
agreements. The notional amounts of swap agreements are matched with a related
underlying liability and as such are not subject to lower of cost or market
value accounting.

18
<PAGE> 22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

STATEMENT OF CASH FLOWS -- For the purposes of the statement of cash flows,
all highly liquid debt instruments purchased with a maturity of three months or
less are considered to be cash equivalents.

EARNINGS PER SHARE -- Primary earnings per share of common stock is
calculated by dividing net income by the weighted average number of common
shares outstanding adjusted for the inclusion of stock options. For fully
diluted earnings per share, net income and shares outstanding have also been
adjusted as if the Company's $115,000,000 8% Convertible Subordinated Debentures
due August 1, 2002 had been converted. (See Note L for further information
regarding the debentures.)

RECLASSIFICATIONS -- Certain reclassifications have been made to conform
prior year's data to the current presentation.

NOTE B -- UNUSUAL ITEMS

In the fourth quarter of 1994, the Company recognized net unusual charges
of $83 million ($50 million or $1.56 per share after tax). These charges
included provisions for environmental remediation costs at Aerojet's Sacramento,
California facility of $68 million, environmental costs associated with other
sites of $15 million, warranty costs related to discontinued products of $6
million, estimated costs for pending litigation of $5 million, write-downs of $8
million of fixed assets and investments to net realizable value and
restructuring charges of $12 million. These provisions are net of $31 million of
cash collected during the fourth quarter of 1994 from insurers for recoveries of
environmental costs incurred by the automotive and polymer products segments and
a settlement of claims against an investment banking firm arising out of such
firm's participation in a 1987 unsolicited tender offer for GenCorp's stock.

NOTE C -- ACCOUNTING CHANGES

Effective December 1, 1993, the Company adopted the provisions of
Statements of Financial Accounting Standards SFAS No. 106 "Employers' Accounting
for Postretirement Benefits Other Than Pensions" (SFAS 106), SFAS No. 109
"Accounting for Income Taxes" (SFAS 109) and SFAS No. 112 "Employers' Accounting
for Postemployment Benefits" (SFAS 112).

SFAS 106 requires that the expected cost of providing postretirement health
care and life insurance benefits be charged to expense during the years that the
employees render service. Prior to 1994, the Company expensed the cost of these
benefits for continuing operations as they were paid. Upon implementation of the
standard, the Company elected immediate recognition of the transition obligation
by taking a one-time charge against earnings.

SFAS 109 requires the use of the liability method in accounting for income
taxes. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. Prior to the adoption of
SFAS 109, income tax expense was determined using the deferred tax method
required by Accounting Principles Board Opinion No. 11 -- "Accounting For Income
Taxes" (APB 11).

SFAS 112 requires the use of the accrual method of accounting for benefits
payable to employees that leave the Company other than by reason of retirement.
Implementation of this standard had an immaterial impact as most of these
benefits were accounted for in accordance with SFAS 112 prior to December 1,
1993.

19
<PAGE> 23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The table below shows the components of the cumulative effect of the above
accounting changes:

<TABLE>
<CAPTION>
AMOUNT PER SHARE
------ ---------
(DOLLARS IN
MILLIONS,
EXCEPT PER-SHARE
DATA)
<S> <C> <C>
Other postretirement benefits, net of $131 in taxes........... $(196) $ (6.16)
Income taxes.................................................. (17) (.53)
------ -------
Total............................................... $(213) $ (6.69)
====== =======
</TABLE>

The incremental impact of these changes in accounting methods decreased
earnings for the year ended November 30, 1994 by approximately $4 million.

NOTE D -- ACQUISITIONS AND DIVESTITURES

The Company purchased an initial 24.5 percent equity interest in HENNIGES
in July 1993. During 1994, the Company completed its acquisition of HENNIGES
through two additional purchases of 24.5 percent in July 1994 and 51 percent in
September 1994. The combined purchase price of the remaining 75.5 percent equity
interest was approximately $22 million. The total acquisition cost for HENNIGES
was approximately $40 million. HENNIGES' principal business is the manufacture
and distribution of engineered molded and extruded rubber products for the major
German original equipment automotive manufacturers. The acquisition was
accounted for as a purchase in accordance with Accounting Principles Board
Opinion No. 16 and the investment was accounted for under the equity method
until the Company acquired a majority equity interest. The financial statements
of HENNIGES have been consolidated subsequent to such date. The acquisition
resulted in goodwill of $18 million which is being amortized over 35 years.

In May 1994, the Company sold its Aerojet Ordnance Division's medium
caliber ammunition and air dispensed munition business to Olin Corporation for
$25 million which approximated net book value.

NOTE E -- RESEARCH AND DEVELOPMENT EXPENSE

Research and Development (R&D) expense was $42 million in 1994, $45 million
in 1993 and $36 million in 1992. R&D expense includes the costs of technical
activities that are useful in developing new products, services, processes or
techniques, as well as those expenses that may significantly improve existing
products or processes.

Additional R&D expenditures which are funded under government contracts
totaled $72 million in 1994, $112 million in 1993 and $166 million in 1992.

NOTE F -- INCOME TAXES

Effective December 1, 1993, the Company adopted SFAS No. 109 "Accounting
for Income Taxes" (SFAS 109). The recognition and measurement of deferred tax
assets and liabilities differs significantly under SFAS 109 and APB 11. Under
SFAS 109, the liability method is used in accounting for income taxes, whereby
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities, and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Under APB 11, income tax expense is determined using
the deferred method. Deferred tax expense is based on items of income and
expense that are reported in different years in the financial statements and tax
returns and are measured at the tax rate in effect in the year the difference
originated. As permitted under the new Statement, prior years' financial
statements have not been restated. The cumulative effect of adopting this
Statement as of December 1, 1993 was $17 million.

20
<PAGE> 24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The income tax (benefit) provision consists of the following:

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER
30,
----------------------
1994 1993 1992
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
CURRENT TAXES
U.S. federal.................................................. $11 $16 $15
State and local............................................... 1 6 4
Foreign....................................................... 6 8 6
---- ---- ----
18 30 25
DEFERRED TAXES
U.S. federal.................................................. (21) -- (9)
State and local............................................... (6) (3) (1)
---- ---- ----
(27) (3) (10)
---- ---- ----
Income tax (benefit) provision........................... $(9) $27 $15
==== ==== ====
</TABLE>

The change in deferred income taxes under APB 11 reflects the tax effects
of the following items recognized as revenue or expense in different years for
tax and financial statement purposes:

<TABLE>
<CAPTION>
YEARS ENDED
NOVEMBER 30,
-------------
1993 1992
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Accrued estimated costs............................................... $ 7 $ (7)
Long-term contract method............................................. (4) --
Depreciation.......................................................... -- (7)
Pension............................................................... 4 2
State NOLs and tax credit carryforwards............................... 1 3
Other................................................................. (11) (1)
---- ----
Total............................................................ $ (3) $(10)
==== ====
</TABLE>

The difference between the statutory federal income tax rate and the
effective tax rate is attributable to the following:

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
--------------------------
1994 1993 1992
------ ----- -----
<S> <C> <C> <C>
Statutory income tax rate.................................. (35.0)% 34.9% 34.0%
State and local income taxes, net of federal income tax
benefit.................................................. (5.0) 4.2 10.7
Change in tax rate on deferred tax reversals............... -- .4 .8
Earnings of subsidiaries taxed at other than U.S. statutory
rate..................................................... (8.1) 2.0 1.7
Adjustment to estimated income tax accruals................ 14.0 -- --
Other, net................................................. (5.9) (3.0) (6.1)
------ ----- -----
Effective income tax rate............................. (40.0)% 38.5% 41.1%
====== ===== =====
</TABLE>

21
<PAGE> 25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The table below is a summary of the significant components of the Company's
deferred tax assets and liabilities as of November 30, 1994:

<TABLE>
<CAPTION>
ASSETS LIABILITIES
------ -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Accrued estimated costs......................................... $107 $ --
Long-term contract method....................................... -- 11
Depreciation.................................................... -- 52
Pension......................................................... -- 38
State NOLs and tax credit carryforwards......................... 18 --
Other postretirement/employment benefits........................ 169 --
------ -------
Total...................................................... $294 $ 101
====== =======
</TABLE>

The balance sheet reflects deferred income taxes of $35 million and $37
million in prepaid expenses at November 30, 1994 and 1993, respectively.
Included in other long-term assets for 1994 and 1993 are deferred income taxes
of $158 million and $13 million, respectively. The majority of state net
operating losses (NOLs) and tax credit carryforwards have an indefinite
carryforward period with the remaining portion expiring in years through 2007.
Pretax income of foreign subsidiaries was $24 million in 1994, $18 million in
1993 and $25 million in 1992. Cash paid during the year for income taxes was $23
million in 1994, $79 million in 1993 and $25 million in 1992.

NOTE G -- ACCOUNTS RECEIVABLE

In June 1994, the Company extended its receivable financing program through
December 1994. Under the agreement, new receivables were sold as collections
reduced previously sold receivables. Accounts receivable as shown in the
Company's Consolidated Balance Sheet are net of $60 million for 1994 and 1993
representing the interests in receivables sold under this agreement. When this
program expired on December 31, 1994, the Company used its existing borrowing
capacity to repurchase outstanding receivables previously sold under this
agreement. The Company does not currently intend to enter into a new receivable
financing program.

Unbilled receivables of $10 million and $9 million at November 30, 1994 and
1993, respectively, relating to long-term government contracts are included in
accounts receivable from the U.S. government. Such amounts are billed either
upon delivery of completed units or settlement of contracts. The unbilled
receivables amount at November 30, 1994 includes $4 million expected to be
collected in fiscal year 1995, and $6 million expected to be collected in
subsequent years.

At year end, the amount of commercial and U.S. government receivables was
$111 million and $79 million for 1994 and $95 million and $78 million for 1993,
respectively. Included in the 1994 and 1993 U.S. government receivable is $7
million for environmental remediation (see Note Q).

22
<PAGE> 26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE H -- INVENTORIES

Components of inventories are as follows:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
---------------
1994 1993
----- -----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Raw materials and supplies.......................................... $ 51 $ 44
Work-in-process..................................................... 14 15
Finished products................................................... 67 57
----- -----
Approximate replacement cost of inventories......................... 132 116
Reserves, primarily LIFO............................................ (42) (35)
Long-term contracts at average cost................................. 206 262
Progress payments................................................... (138) (144)
----- -----
Total inventories.............................................. $ 158 $ 199
===== =====
</TABLE>

Aerojet's inventories applicable to government and other contracts include
general and administrative costs. The total of such costs incurred in 1994 and
1993 was $108 million and $127 million, respectively, and the amounts in
inventory at the end of those years are estimated at $36 million and $27
million, respectively. These estimates are based on costs being removed from
inventories on a basis proportional to the amounts of each cost element
projected through completion of the contract.

Inventories using the LIFO method represented 74 percent of consolidated
inventories at replacement cost at November 30, 1994 and 1993.

At November 30, 1994, Aerojet's contract accounting positions reflect the
expected recovery of approximately $48 million in pending claims on numerous
contracts with the U.S. government. These claims are in varying stages of
negotiation, and relate principally to contracts terminated or cancelled at the
customer's convenience, or requests for price adjustments related to customer
caused issues. Management believes that the resolution of these claims, in the
aggregate, will not have a material effect on the consolidated financial
condition of the Company.

NOTE I -- EMPLOYEE BENEFIT PLANS

Pension Plans

The Company has a number of defined benefit pension plans which cover
substantially all salaried and hourly employees. Normal retirement age generally
is 65, but certain plan provisions allow for earlier retirement. The Company's
funding policy is consistent with the funding requirements of federal law. The
pension plans provide for pension benefits, the amounts of which are calculated
under formulas principally based on average earnings and length of service for
salaried employees and under negotiated non-wage based formulas for hourly
employees.

23
<PAGE> 27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The components of net pension costs (income) are as follows:

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
-------------------------
1994 1993 1992
----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Service cost -- benefits earned during the period.......... $ 21 $ 20 $ 22
Interest cost on projected benefit obligation.............. 118 111 106
Actual return on assets.................................... 13 (231) (170)
Net amortization and deferral.............................. (161) 93 38
----- ----- -----
Net pension costs (income)....................... $ (9) $ (7) $ (4)
===== ===== =====
</TABLE>

The assumptions used in calculating the present value of the accrued
defined benefit pension plan benefits and pension cost at November 30, 1994,
1993 and 1992 and for the years then ended were determined in consultation with
the Company's actuary. Excluding a variable annuity program with an interest
assumption of 8 percent and assets at November 30, 1994 of $682 million, the
weighted average expected rate of return on plan assets for all plans was 9
percent for all years presented. The assumed weighted average discount rate was
8 percent and the assumed weighted average rate of increase in salaried
compensation levels was 5 percent in all years presented. Benefits under the
hourly plans are not based on wages. Therefore, no benefit escalation assumption
beyond negotiated increases is provided. During 1993, the Company modified its
turnover assumption to reflect past and anticipated future experience. This
change decreased 1993 pension cost by $5 million. There was no material impact
on the projected benefit obligation. The majority of the Company's plan assets
are invested in short-term investments, listed stocks and bonds.

The following table presents the funded status of the plans:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-----------------
1994 1993
------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Plan assets at fair value.......................................... $1,647 $1,757
------ ------
Actuarial present value of plan benefits:
Vested........................................................... $1,405 $1,398
Non-vested....................................................... 51 73
------ ------
Accumulated benefit obligation..................................... 1,456 1,471
Effect of projected salary increases............................... 50 49
------ ------
Projected benefit obligation....................................... $1,506 $1,520
------ ------
Overfunded plans................................................... $ 141 $ 237
Unamortized balances:
Transition assets................................................ (35) (39)
Plan amendments.................................................. 31 26
Experience gains................................................. (28) (126)
Minimum funding liability........................................ (7) --
------ ------
Prepaid pension cost (included in investments and other
assets)................................................ $ 102 $ 98
====== ======
</TABLE>

The Company also sponsors a number of defined contribution pension plans.
Participation in these plans is available to substantially all salaried
employees and to certain groups of hourly employees. Company contributions to
these plans are based on either a percentage of employee contributions or on a
specified amount per hour based on the provisions of each plan. The cost of
these plans was $12 million in 1994, $14

24
<PAGE> 28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

million in 1993 and $15 million in 1992. Beginning in August 1994, the Company
funded the contribution to the salaried plan with GenCorp common stock.

Health Care Plans

In addition to providing pension benefits, the Company currently provides
certain health care and life insurance benefits to most retired employees in the
United States with varied coverage by employee groups. The health care plans
generally provide for cost sharing in the form of employee contributions,
deductibles and coinsurance between the Company and its retirees. Retirees in
certain other countries are provided similar benefits by plans sponsored by
their governments.

Effective December 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (SFAS 106). This Statement requires accrual of the expected
cost of providing postretirement benefits during employees' active service
lives. The Company's previous practice was to record the cost of these benefits
as claims were paid except for liabilities established for certain previously
discontinued businesses. The Company elected to recognize immediately the
transition obligation, measured as of December 1, 1993, as the cumulative effect
of an accounting change. This resulted in a one-time charge of $196 million
(after a reduction for income taxes of $131 million), which does not include
amounts accrued in prior years for previously divested businesses.

The table below sets forth the components of the net periodic
postretirement benefit cost and the accumulated postretirement benefit
obligation for postretirement benefits other than pensions:

NET PERIODIC POSTRETIREMENT BENEFIT COST

<TABLE>
<CAPTION>
YEAR ENDED
NOVEMBER 30, 1994
--------------------
(DOLLARS IN
MILLIONS)
<S> <C>
Service cost................................................ $ 5
Interest cost............................................... 31
------
Total cost................................................ $ 36
======
</TABLE>

ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION

<TABLE>
<CAPTION>
AT NOVEMBER 30, 1994
--------------------
(DOLLARS IN
MILLIONS)
<S> <C>
Retirees.................................................... $294
Fully eligible active plan participants..................... 52
Other active plan participants.............................. 60
------
Total benefit obligation.................................. $406
======
</TABLE>

The accumulated postretirement benefit obligation includes the impact of
the cost-sharing program announced to employees and retirees on October 4, 1993.
The program established limits on the average amount the Company pays annually
to provide future retiree medical coverage. The Company believes that it has the
legal right to implement this cost-sharing program and has recently prevailed in
a lawsuit before the U.S. District Court challenging the Company's right to
modify retiree medical benefits as changed in 1991. This ruling is under appeal
to the U.S. Court of Appeals for the Sixth Circuit. While the Company expects to
prevail on appeal, an adverse ruling could affect the future cost of providing
retiree health benefits.

The accumulated postretirement benefit obligation and related benefit cost
are determined by the application of relevant actuarial assumptions. The Company
utilized an 8 percent discount rate and anticipates its health care cost trend
rate will decline from 12 percent in 1994 to 6 percent in 2003, after which the
trend

25
<PAGE> 29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

rate is expected to stabilize. The effect of a one percentage point increase in
the assumed health care cost trend rate for each future year would increase the
accumulated postretirement benefit obligation at November 30, 1994 by $10
million and increase the aggregate of the service and interest cost components
of net periodic postretirement health care benefit cost by $1 million.

The cost of retiree health care and life insurance benefits in 1993 and
1992 amounted to $30 million and $29 million, respectively.

NOTE J -- INVESTMENTS AND OTHER ASSETS

The components of investments and other assets are as follows:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-----------------
1994 1993
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Recoverable from U.S. government and third parties for
environmental remediation....................................... $125 $ 42
Deferred taxes.................................................... 158 13
Prepaid pension................................................... 102 93
Other............................................................. 83 85
---- ----
Total investments and other assets.............................. $468 $233
==== ====
</TABLE>

NOTE K -- ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

The components of accrued expenses are as follows:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-----------------
1994 1993
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Payable for goods, services and rights............................ $ 98 $ 98
Accrued compensation and employee benefits........................ 85 60
Environmental reserves............................................ 27 28
Restructuring and other reserves.................................. 10 6
Other............................................................. 17 17
---- ----
Total accrued expenses.......................................... $237 $209
==== ====
</TABLE>

The components of other long-term liabilities are as follows:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-----------------
1994 1993
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Environmental reserves............................................ $255 $ 97
Other............................................................. 89 47
---- ----
Total other long-term liabilities............................... $344 $144
==== ====
</TABLE>

26
<PAGE> 30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE L -- LONG-TERM DEBT AND CREDIT LINES

Long-term debt and credit lines consist of the following:

<TABLE>
<CAPTION>
AT NOVEMBER 30,
-----------------
1994 1993
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Revolving loans................................................... $240 $300
8% Unsecured convertible subordinated
debentures maturing 2002........................................ 115 115
Other............................................................. 25 3
---- ----
Total debt........................................................ 380 418
Less amounts due within one year.................................. (2) (2)
---- ----
Total long-term debt and credit lines........................... $378 $416
==== ====
</TABLE>

In April 1992, the Company converted all previously outstanding revolving
loans into a three-year $450 million unsecured revolving credit facility
(Facility). In April 1994, banks with commitments totaling $440 million extended
the maturity date of the Facility for one year to April 1996. It is extendable
for up to one additional year at the option of the Company and with the approval
of the participating banks. The amount of the Facility was reduced by $5 million
as a result of the assumption of the long-term debt of HENNIGES. As of November
30, 1994, unused revolving lines of credit totaled $205 million. The Company
pays commitment fees of 3/8 of one percent on the unused balance. Interest rates
are variable, primarily based on LIBOR, and are currently at an average rate of
6.4 percent.

The Facility contains various debt restrictions and provisions relating to
net worth and interest coverage ratios. The Company is required to maintain
consolidated net worth of not less than $243 million, excluding the impact of
the new accounting standards and the unusual items taken in the fourth quarter
pursuant to an amendment to the Facility. Excluding the impact of these items,
the Company had net worth of $257 million at November 30, 1994 and was in
compliance with the amended agreement. This agreement requires the Company to
use any net proceeds from the sale of all or part of Aerojet to reduce the
outstanding debt. Further, the Facility will be reduced permanently by the
amount of the net cash proceeds.

The Company has interest rate swap agreements covering a notional amount of
$75 million, which expire in 1995. The semi-annual settlement rates for these
agreements are calculated as a spread between a fixed annual rate of 9.54
percent and the six-month floating LIBOR rate.

The $115 million 8% Convertible Subordinated Debentures due August 1, 2002
(Debentures) are redeemable at the option of the Company, in whole or in part,
at any time on or after August 10, 1996. The Debentures are convertible at any
time prior to maturity, unless previously redeemed, into shares of common stock
at a conversion price of $16.065 per share (equivalent to a conversion rate of
approximately 62.247 shares of Common Stock per $1,000 principal amount of
Debentures) subject to adjustment in certain circumstances. The market value of
the Debentures was $105 million at November 30, 1994.

At November 30, 1994, the Company had unsecured, uncommitted lines of
credit with several banks for short-term borrowings aggregating $36 million, of
which $9 million was outstanding. Borrowings under such lines generally bear
interest at money market rates and are payable on demand. The Company also had
outstanding letters of credit totaling $29 million at November 30, 1994.

The maturities of other debt are $5 million annually through 1999.

Cash paid during the year for interest was $31 million in 1994, $28 million
in 1993 and $33 million in 1992.

27
<PAGE> 31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE M -- DISCONTINUED OPERATIONS

The balance sheet includes various current and long-term reserves relating
to operations discontinued in prior years. Those reserves include estimates for
postretirement benefits (General Tire), environmental matters (Lawrence, MA and
Muskegon, MI ) and other accrued liabilities (RKO General).

Discontinued operations reserves consist of the following:

<TABLE>
<CAPTION>
AT NOVEMBER
30,
-------------
1994 1993
---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Accrued expenses...................................................... $ 24 $ 30
Postretirement benefits other than pension............................ 60 62
Other long-term liabilities........................................... 50 45
---- ----
Total discontinued operations reserves........................... $134 $137
==== ====
</TABLE>

NOTE N -- PREFERRED SHARE PURCHASE RIGHTS

In 1987, the Directors declared a dividend of one Preferred Share Purchase
Right (Right) on each outstanding share of common stock, payable to shareholders
of record on February 27, 1987. Rights outstanding at November 30, 1994 and 1993
were 32,075,182 and 31,729,858, respectively. The Shareholder Rights Plan, as
amended effective December 1987, provides that under certain circumstances each
Right will entitle shareholders to buy one one-hundredth of a share of a new
Series A Cumulative Preference Stock at an exercise price of $100. The Rights
will be exercisable only if a person or group acquires 20 percent or more of
GenCorp's common stock or announces a tender or exchange offer that will result
in such person or group acquiring 30 percent or more of the common stock.
GenCorp will be entitled to redeem the Rights at two cents per Right at any time
until ten days after a 20 percent position has been acquired (unless the Board
elects to extend such time period, which in no event may exceed thirty days). If
the Company is involved in certain transactions after the Rights become
exercisable, a holder of Rights (other than Rights beneficially owned by a
shareholder who has acquired 20 percent or more of GenCorp's common stock, which
Rights become void) is entitled to buy a number of the acquiring company's
common shares, or GenCorp's common stock, as the case may be, having a market
value of twice the exercise price of each Right. A potential dilutive effect may
exist upon the exercise of the Rights. The Rights will expire February 18, 1997.
Until a Right is exercised, the holder will have no rights as a stockholder of
the Company including, without limitation, the right to vote as a stockholder or
to receive dividends.

At November 30, 1994, 575,000 shares of $1 par value Series A Cumulative
Preference Stock were reserved for issuance upon exercise of Preferred Share
Purchase Rights.

NOTE O -- STOCK-BASED COMPENSATION PLANS

The GenCorp Inc. 1993 Stock Option Plan provides for an aggregate of
2,500,000 shares of the Company's common stock to be purchased pursuant to stock
options or to be subject to stock appreciation rights (SARs) which may be
granted to selected officers and key employees at prices equal to the market
value of a share of common stock on the date of grant. The options are
exercisable in 25 percent increments at six months, one year, two years and
three years from date of grant. No stock appreciation rights have been granted.
None of the options were exercisable prior to March 10, 1994.

28
<PAGE> 32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Information regarding this option plan is as follows:

<TABLE>
<CAPTION>
NUMBER OF OPTION SHARES
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
Outstanding, beginning of fiscal year......................... 496,075 --
Granted at $16.00 to $16.625 per share........................ -- 501,575
Granted at $12.625 to $13.75 per share........................ 1,169,650 --
Forfeited shares.............................................. (86,575) (5,500)
--------- ---------
Outstanding, November 30...................................... 1,579,150 496,075
--------- ---------
Exercisable, November 30...................................... 220,135 --
--------- ---------
Available for grant, November 30.............................. 920,850 2,003,925
--------- ---------
</TABLE>

The Stock Incentive Compensation Plan (SIC Plan) adopted in 1983 is based
on a formula which values incentive awards payable in cash or stock based upon
changes in the market value of the Company's common stock. The SIC Plan is
compensatory, and compensation expense was $2 million in 1994, $5 million in
1993 and $3 million in 1992. The liability for accrued stock incentive
compensation was $15 million at both November 30, 1994 and 1993. Pursuant to the
SIC Plan, no awards may be granted after March 1, 1993 and the Company granted
no incentive unit shares during 1994 or 1993 and 443,000 incentive unit shares
during 1992.

NOTE P -- LEASE COMMITMENTS

The Company and its subsidiaries lease certain manufacturing plant
facilities, machinery and equipment and office buildings under long-term,
noncancelable leases. The leases generally provide for renewal options ranging
from five to ten years and require the Company to pay for utilities, insurance,
taxes and maintenance. Rent expense was $10 million in 1994, $14 million in 1993
and $15 million in 1992. Future minimum commitments at November 30, 1994 for
existing operating leases were $27 million with annual amounts declining from $9
million in 1995 to $3 million in 1998. The Company's current obligation for
leases after 1998 is $3 million.

NOTE Q -- CONTINGENCIES

ENVIRONMENTAL MATTERS

Sacramento, California -- In June 1989, the United States District Court
for the Eastern District of California approved entry of a Partial Consent
Decree (Decree) which partially settled environmental litigation initiated
against Aerojet and its inactive subsidiary, Cordova Chemical Company, by the
State of California and the United States Environmental Protection Agency (EPA)
as a result of the release of chemicals at Aerojet's Sacramento, California
facility prior to 1980.

The Decree requires Aerojet to conduct a Remedial Investigation/Feasibility
Study (RI/FS) of the Sacramento site and prepare an RI/FS report on specific
environmental conditions present at the site and alternatives available to
remedy such conditions. The Decree does not require Aerojet to perform final
remedial measures at the site. Additionally, Aerojet is required to pay for
certain costs associated with ongoing government oversight of Aerojet's
compliance with the Decree.

In September 1993, Aerojet reached a settlement with the United States
government on its claim to recover a portion of environmental remediation costs
incurred after June 1989. Aerojet recovered approximately $18 million under this
settlement for costs incurred from July 1989 through November 1992. The
settlement also provides that 65 percent of covered costs incurred after
November 1992, net of insurance recoveries, will be added to the pricing of
government contracts. As a part of the settlement, Aerojet agreed to

29
<PAGE> 33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

release its claim under the "Superfund" law against the United States in federal
district court for recovery of costs covered by the settlement.

Aerojet has substantially completed its site characterization efforts under
the Decree to determine the nature and extent of contamination at the Sacramento
facility and has identified the remediation technologies that will likely be
deployed to remedy such contamination. During the fourth quarter of 1994,
Aerojet completed its estimate of remediation costs at its Sacramento facility
and based on currently available facts, existing technology and presently
enacted laws and regulations, recorded a net $68 million charge. These
remediation costs are principally for design, construction and enhancement of
groundwater and soil treatment facilities, ongoing project management and
regulatory oversight, and are expected to be incurred over a period of
approximately 20 years. This estimate will be subject to changes as work
progresses and additional experience is gained.

At November 30, 1994, Aerojet had a reserve of $210 million for costs to
complete the RI/FS and remediate the site and has recognized $123 million for
probable future recoveries under existing settlement agreements with the United
States government.

Legal proceedings to obtain reimbursements of environmental costs from
insurers are continuing; however, Aerojet presently cannot estimate the recovery
that may be obtained under any policy.

Lawrence, Massachusetts -- The Company has completed a study of remediation
alternatives for its closed Lawrence, Massachusetts facility, which was
contaminated with PCBs, and has begun site remediation and off-site disposal of
debris. The Company has a reserve of $33 million for the decontamination and the
long-term operating and maintenance costs of this site. The reserve represents
the Company's best estimate for the remaining remediation cost. The study
indicated that the future remediation cost could range as high as $56 million
depending on the results of future testing and the ultimate remediation
alternatives undertaken at the site. The time frame for remediation is currently
estimated to range from 5 to 9 years.

Muskegon, Michigan -- Aerojet and its two inactive Cordova Chemical
subsidiaries (Cordova) have been involved in litigation regarding a former
Cordova facility in Muskegon, Michigan where the EPA has conducted an RI/FS
under the superfund law. The United States District Court for the Western
District of Michigan previously ruled that Aerojet and Cordova were liable under
the superfund law with a former owner/operator of the facility for remediation
at the site. Separately, the State of Michigan Court of Claims previously ruled
that the State of Michigan is obligated to indemnify Cordova for remediation
costs which it incurs at the site. These rulings have been appealed to the Sixth
Circuit United States Court of Appeals and the Michigan Court of Appeals,
respectively. Aerojet and Cordova expect to prevail on these appeals. On a
related matter, in May 1993 the EPA terminated, without resolution, two orders
issued in 1990 and 1991 to Cordova and other parties to perform site and
groundwater remediation.

The EPA has hired an independent contractor to construct a groundwater
treatment facility at the site. Construction is expected to be completed in July
1995. Final remediation costs for groundwater and soils cannot presently be
determined, but could range from $50 million to $100 million, depending on the
remediation methods ultimately required. Furthermore, the Company believes that
most of the remediation costs will be paid by the former owner/operator and that
its $14 million reserve will be adequate to cover the Company's costs and
expenses associated with this matter. Included in investments and other assets
is $9 million to be recovered from insurance companies.

Toledo, Ohio -- In 1992, the Company signed a Consent Decree with the State
of Ohio relative to the remediation of PCBs at its formerly owned Toledo, Ohio
facility. A remediation plan for the removal of the PCBs under the Consent
Decree was approved by the State in May 1994. Remediation is expected to be
completed in 1995. The Company believes that its established reserves of $4
million will be adequate to cover all future costs and expenses associated with
this matter.

San Gabriel Valley Basin, California -- Aerojet, through its Azusa
facility, is one of a large number of potentially responsible parties (PRPs) in
the portion of the San Gabriel Valley Superfund Site known as the

30
<PAGE> 34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Baldwin Park Operable Unit (BPOU). Regulatory action is proceeding on two
tracks: specific site investigation and cleanup supervised by the California
Regional Water Quality Control Board under delegation from the EPA, and regional
groundwater remediation, under the direct control of the EPA.

Aerojet is conducting an investigation of its current and historical
properties in Azusa pursuant to a work plan negotiated with the Regional Board
and EPA. The EPA issued a Record of Decision (ROD) on March 31, 1994 for a
groundwater remediation plan for the BPOU, estimated to cost $47 million in
non-recurring costs and $4 to $5 million in annual operating expense. Aerojet
and other PRPs are participating in an effort by the San Gabriel Valley Water
Quality Authority to develop an alternative "consensus" plan in which certain
water supply entities would integrate the EPA remedial requirements into a water
supply project. If implemented, the consensus plan could serve to reduce the
cost of the EPA remedial project to the PRPs. Negotiations concerning allocation
of potential remediation costs among PRPs and other parties are expected to
continue in 1995.

Aerojet's San Gabriel Valley cost exposure cannot be estimated at this
time. However, management believes, on the basis of presently available
information, that resolution of this matter will not materially affect the
consolidated financial condition of the Company. Among the factors considered by
management are: the number of other viable PRPs in the BPOU; the potential for
cost sharing with water supply interests; data indicating that the principal
groundwater contamination is upgradient of Aerojet's property; and the fact
that, to date, Aerojet's San Gabriel Valley costs are being recovered from the
government in the pricing of Aerojet's contracts. Additionally, Aerojet has
filed suit against its insurers for recovery of such costs.

Other Sites -- The Company is also currently involved, together with other
companies, in 21 other Superfund sites on the National Priority List under the
federal Comprehensive Environmental Response, Compensation, and Liability Act
(Superfund) and 16 other non-Superfund sites. In many instances, the Company's
liability and its proportionate share of costs has not been determined largely
due to uncertainties as to the nature and extent of site conditions, the
Company's involvement and potential recoveries from insurance and other sources.
While government agencies frequently claim potentially responsible parties are
jointly and severally liable at such sites, in the Company's experience, interim
and final allocations of liability costs are generally made based on relative
contributions of waste.

Such other Superfund sites include Stringfellow (California); Organic
Chemical (Michigan); Summit National (Ohio); Hardage/Criner (Oklahoma);
Industrial Excess (Ohio); and Solvent Recovery Service of New England
(Connecticut). Other non-Superfund sites include Westbury (New York); Four
County Landfill (Indiana); and Delta Chemical (Pennsylvania). The Company's
final allocated share of investigation and remediation costs at a number of
these sites has not yet been determined. Based on the Company's previous
experience, its allocated share has frequently been minimal, in many instances
less than 1 percent. The Company has reserves of approximately $21 million as of
November 30, 1994 which it believes are sufficient to cover its best estimate of
its share of the environmental remediation costs at these other sites.

ENVIRONMENTAL SUMMARY

In regard to the sites discussed above, management believes, on the basis
of presently available information, that resolution of these matters will not
materially affect the consolidated financial condition of the Company. The
effect of resolution of these matters on results of operations cannot be
predicted due to the uncertainty concerning both the amount and timing of future
expenditures and future results of operations.

OTHER LEGAL MATTERS

The Company and its subsidiaries are subject to various legal actions,
governmental investigations, and proceedings relating to a wide range of matters
in addition to those discussed above. In the opinion of management, after
reviewing the information which is currently available with respect to such
matters and consulting with the Company's counsel, any liability which may
ultimately be incurred with respect to these additional matters will not
materially affect the consolidated financial condition of the Company. The
effect of

31
<PAGE> 35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

resolution of these matters on results of operations cannot be predicted because
any such effect depends on both future results of operations and the amount and
timing of the resolution of such matters.

NOTE R -- BUSINESS SEGMENT INFORMATION

The automotive business segment designs and produces original equipment
components and systems for the domestic, transplant and foreign automotive
industries in Vehicle Sealing, Vibration Control and Reinforced Plastics.
Specifically, these products include extruded rubber for vehicle body and window
sealing, molded rubber for vibration control components and reinforced plastic
body panels for passenger cars and trucks.

The polymer products business segment manufactures specialty polymers and
engineered plastics for consumers and industry. The segment is a leading
producer of polymer-based products and operates five businesses: Designed
Plastics, Plastic Films, Wallcovering, Penn Racquet Sports and Specialty
Polymers. The principal markets include the paper industry, residential and
commercial construction and the sporting goods industry, as well as varied
consumer and industrial markets that demand a broad range of thermoplastic
products.

The aerospace and defense business segment designs, develops and
manufactures propulsion systems and electronic sensors for the Department of
Defense and National Aeronautics and Space Administration. Its businesses are
Propulsion and Electronic Systems.

GenCorp sales in 1994, 1993 and 1992 to the United States government and
its agencies (principally the Department of Defense) totaled $578 million, $847
million and $984 million, respectively, and were generated almost entirely by
the aerospace and defense business segment. Sales to General Motors, primarily
by the automotive business segment, of $281 million in 1994, $250 million in
1993 and $218 million in 1992 were at least 10 percent of the Company's net
sales. Intersegment sales were not material.

Segment operating profit represents net sales less applicable costs,
expenses and provision for restructuring and unusual items relating to
operations. Segment operating profit excludes corporate income and expenses,
provisions for unusual items, interest expense and income taxes.

In the fourth quarter of 1994, the Company recognized net unusual charges
of $83 million, of which $80 million related to the Company's three business
segments as follows:

<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) AEROSPACE AND DEFENSE AUTOMOTIVE POLYMER PRODUCTS
----------------------------- --------------------- ---------- ----------------
<S> <C> <C> <C>
Environmental................ $68 $2 $6
Warranty costs............... -- -- 5
Asset write-downs............ -- -- 3
Restructuring charges........ -- 7 --
Recoveries from insurers..... -- (5) (6)
-- -- --
Total unusual items..... $68 $4 $8
==== ==== ====
</TABLE>

The 1992 unusual item of $22 million, approximately $14 million after tax,
or $.45 per share, related to costs associated with restructuring the Reinforced
Plastics Division within the automotive segment.

Identifiable assets are those assets that are used by the business segments
and exclude corporate assets consisting principally of cash and marketable
securities, certain investments and headquarters' fixed assets. Prior to 1993,
the Company recorded environmental liabilities net of probable future recoveries
from third parties.

32
<PAGE> 36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

GEOGRAPHIC SEGMENTS

GenCorp's operations are located primarily in Canada, Europe and the United
States. Inter-area sales are not significant to the total revenue of any
geographic area. Unusual items included in operating profit were $80 million in
1994 and $22 million in 1992 for United States operations.

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
----------------------------
1994 1993 1992
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
NET SALES
Canada................................................... $ 81 $ 72 $ 61
Europe................................................... 33 15 19
United States............................................ 1,523 1,729 1,787
United States export sales............................... 103 89 70
------ ------ ------
$1,740 $1,905 $1,937
====== ====== ======
SEGMENT OPERATING PROFIT
Canada................................................... $ 14 $ 12 $ 11
Europe................................................... 2 2 2
United States............................................ 92 107 112
Unusual items............................................ (80) -- (22)
------ ------ ------
$ 28 $ 121 $ 103
====== ====== ======
IDENTIFIABLE ASSETS
Canada................................................... $ 32 $ 32 $ 24
Europe................................................... 119 11 14
United States............................................ 1,150 1,047 935
------ ------ ------
1,301 1,090 973
------ ------ ------
Corporate assets......................................... 154 123 158
------ ------ ------
Total assets................................... $1,455 $1,213 $1,131
====== ====== ======
</TABLE>

33
<PAGE> 37

GENCORP INC.

BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
----------------------------
1994 1993 1992
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
NET SALES
Aerospace and defense............................................ $ 594 $ 872 $1,019
Automotive....................................................... 577 514 436
Polymer products................................................. 569 519 482
------ ------ ------
$1,740 $1,905 $1,937
====== ====== ======
SEGMENT OPERATING PROFIT
Aerospace and defense............................................ $ 25 $ 53 $ 71
Automotive....................................................... 32 21 9
Polymer products................................................. 51 47 45
Unusual items.................................................... (80) -- (22)
------ ------ ------
Segment Operating Profit.................................... 28 121 103
Interest expense................................................. (32) (26) (37)
Corporate other (income) expense, net............................ 4 -- (3)
Corporate expenses............................................... (19) (25) (26)
Unusual items.................................................... (3) -- --
------ ------ ------
Income (Loss) Before Income Taxes........................... $ (22) $ 70 $ 37
====== ====== ======
ASSETS
Aerospace and defense............................................ $ 605 $ 538 $ 498
Automotive....................................................... 375 270 243
Polymer products................................................. 321 282 232
------ ------ ------
Identifiable Assets......................................... 1,301 1,090 973
Marketable securities, cash and other corporate assets........... 154 123 158
------ ------ ------
Total Assets................................................ $1,455 $1,213 $1,131
====== ====== ======
CAPITAL EXPENDITURES
Aerospace and defense............................................ $ 18 $ 20 $ 29
Automotive....................................................... 23 28 27
Polymer products................................................. 21 18 39
Corporate........................................................ 1 1 1
------ ------ ------
$ 63 $ 67 $ 96
====== ====== ======
DEPRECIATION
Aerospace and defense............................................ $ 34 $ 40 $ 47
Automotive....................................................... 21 19 19
Polymer products................................................. 16 13 10
Corporate........................................................ 2 2 3
------ ------ ------
$ 73 $ 74 $ 79
====== ====== ======
EMPLOYEES
Aerospace and defense............................................ 3,390 4,670 5,980
Automotive....................................................... 6,260 5,260 4,730
Polymer products................................................. 2,850 2,930 2,680
Corporate........................................................ 470 440 460
------ ------ ------
12,970 13,300 13,850
====== ====== ======
</TABLE>

34
<PAGE> 38

GENCORP INC.

QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------
FEBRUARY 28 MAY 31 AUGUST 31 NOVEMBER 30
----------- ------ --------- -----------
(DOLLARS IN MILLIONS, EXCEPT FOR PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C>
1994
Net sales................................................. $ 401.7 $ 467.7 $ 374.4 $ 495.7
------- ------- ------- -------
Gross profit.............................................. $ 46.6 $ 80.1 $ 64.0 $ 23.6
------- ------- ------- -------
Unusual items............................................. -- -- -- $ (82.9)
------- ------- ------- -------
Income (Loss) before income taxes......................... $ (5.3) $ 23.7 $ 10.6 $ (50.7)
------- ------- ------- -------
Income (Loss) before cumulative effect of accounting
changes................................................. $ (3.2) $ 14.2 $ 6.4 $ (30.4)
------- ------- ------- -------
Net income (loss)......................................... $(216.0) $ 14.2 $ 6.4 $ (30.4)
------- ------- ------- -------
- - ---------------------------------------------------------------------------------------------------------------

Earnings (Loss) per share of common stock
Primary:
Before cumulative effect of accounting changes........ $ (.10) $ .45 $ .20 $ (.95)
Cumulative effect of accounting changes............... (6.71) -- -- --
------- ------- ------- -------
Earnings (Loss) per share............................. $ (6.81) $ .45 $ .20 $ (.95)
------- ------- ------- -------
Fully diluted:
Before cumulative effect of accounting changes........ $ (.10) $ .40 $ .20 $ (.95)
Cumulative effect of accounting changes............... (6.71) -- -- --
------- ------- ------- -------
Earnings (Loss) per share............................. $ (6.81) $ .40 $ .20 $ (.95)
------- ------- ------- -------

The sum of the quarterly E.P.S. amounts may not equal the annual amount due to changes in the number of shares
outstanding during the year.

Common stock price range -- high.......................... 16 3/8 15 1/2 14 1/2 14 3/8
-- low.......................... 13 1/4 12 11 1/2 10
- - ---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------
FEBRUARY 28 MAY 31 AUGUST 31 NOVEMBER 30
----------- ------ --------- -----------
(DOLLARS IN MILLIONS, EXCEPT FOR PER-SHARE AMOUNTS)
<S> <C> <C> <C> <C>
1993
Net sales................................................. $ 401.5 $ 492.3 $ 482.1 $ 529.2
------- ------- ------- -------
Gross profit.............................................. $ 58.9 $ 79.0 $ 63.2 $ 73.4
------- ------- ------- -------
Income before income taxes................................ $ 10.2 $ 29.6 $ 12.9 $ 16.9
------- ------- ------- -------
Net income................................................ $ 6.1 $ 17.8 $ 7.7 $ 11.2
------- ------- ------- -------
- - ---------------------------------------------------------------------------------------------------------------

Earnings per share of common stock
Primary................................................. $ .19 $ .56 $ .25 $ .35
Fully diluted........................................... $ .19 $ .49 $ .24 $ .32

Common stock price range -- high.......................... 13 1/8 13 3/8 17 3/8 17
-- low.......................... 10 1/8 11 5/8 12 3/8 13 7/8
- - ---------------------------------------------------------------------------------------------------------------
</TABLE>

CAPITAL STOCK

The common stock is listed on the New York and Chicago Stock Exchanges. At
November 30, 1994 and December 31, 1994, there were approximately 15,100 holders
of record of the Company's common stock. During 1994, 1993 and 1992, the Company
paid quarterly cash dividends on common stock of $.15 per share.

35
<PAGE> 39

GENCORP INC.

SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED NOVEMBER 30,
------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
------ ------ ------ ------ ------ ------ ------
(DOLLARS IN MILLIONS, EXCEPT PER-SHARE AND RATIO DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
NET SALES
Aerospace and defense................ $ 594 $ 872 $1,019 $1,142 $ 878 $1,034 $1,056
Automotive........................... 577 514 436 368 436 433 358
Polymer products..................... 569 519 482 483 461 471 477
------ ------ ------ ------ ------ ------ ------
$1,740 $1,905 $1,937 $1,993 $1,775 $1,938 $1,891
====== ====== ====== ====== ====== ====== ======

SEGMENT OPERATING PROFIT
Aerospace and defense................ $ 25 $ 53 $ 71 $ 75 $ 65 $ 92 $ 93
Automotive........................... 32 21 9 (5) 23 10 28
Polymer products..................... 51 47 45 41 37 39 39
Unusual items........................ (80) - (22) - 29 (52) (12)
------ ------ ------ ------ ------ ------ ------
$ 28 $ 121 $ 103 $ 111 $ 154 $ 89 $ 148
====== ====== ====== ====== ====== ====== ======

OPERATIONS
Income (Loss) from continuing
operations......................... $ (13) $ 43 $ 22 $ 32 $ 51 $ 8 $ 55
Income from discontinued
operations......................... - - - - 12 202 12
Cumulative effect of accounting
changes............................ (213) - - - - - 3
------ ------ ------ ------ ------ ------ ------
Net Income (Loss)................ $ (226) $ 43 $ 22 $ 32 $ 63 $ 210 $ 70
====== ====== ====== ====== ====== ====== ======

EARNINGS (LOSS) PER SHARE OF COMMON
STOCK
Income (Loss) from continuing
operations......................... $ (.41) $ 1.35 $ .70 $ 1.00 $ 1.60 $ .25 $ 1.72
Income from discontinued
operations......................... - - - - .39 6.36 .37
Cumulative effect of accounting
changes............................ (6.69) - - - - - .10
------ ------ ------ ------ ------ ------ ------
Net income (loss) (primary).......... $(7.10) $ 1.35 $ .70 $ 1.00 $ 1.99 $ 6.61 $ 2.19
Net income (loss) (fully diluted).... $(7.10) $ 1.24 $ .70 $ 1.00 $ 1.99 $ 6.61 $ 2.19
Cash dividends paid.................. $ .60 $ .60 $ .60 $ .60 $ .60 $ .60 $ .60

OPERATING RATIOS (CONTINUING
OPERATIONS)
Return on average assets employed.... 1.2% 9.3% 7.3% 9.4% 11.6% 5.9% 12.7%
Assets employed turnover............. 2.3x 2.6x 2.7x 2.9x 2.3x 2.3x 2.7x
Income (Loss) from continuing
operations to net sales............ (.7)% 2.3% 1.1% 1.6% 2.9% .4% 2.9%

GENERAL
Capital expenditures................. $ 63 $ 67 $ 96 $ 93 $ 79 $ 111 $ 122
Depreciation......................... 73 74 79 77 74 70 63
Total assets*........................ 1,455 1,213 1,131 1,113 1,078 1,270 1,230
Long-term debt....................... 378 416 344 355 345 496 674
</TABLE>

*Prior to 1993, the Company recorded environmental liabilities net of probable
future recoveries from third parties.

36
<PAGE> 40

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of GenCorp Inc.:

We have audited the accompanying consolidated balance sheets of GenCorp
Inc. as of November 30, 1994 and 1993, and the related consolidated statements
of income, shareholders' equity (deficit), and cash flows for each of the three
years in the period ended November 30, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of GenCorp Inc. at
November 30, 1994 and 1993, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended November 30,
1994, in conformity with generally accepted accounting principles.

As discussed in Note C to the consolidated financial statements, in 1994
the Company changed its method of accounting for postretirement benefits other
than pensions, income taxes and postemployment benefits.

ERNST & YOUNG LLP

Akron, Ohio
January 17, 1995

37
<PAGE> 41

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to nominees who will stand for election as a
director of the Company at the March 29, 1995 Annual Meeting of Shareholders is
set forth on page 3 of the Company's 1995 Proxy Statement and is incorporated
herein by reference. Information with respect to directors of the Company whose
terms extend beyond the March 29, 1995 Annual Meeting of Shareholders is set
forth on pages 3 and 4 of the Company's 1995 Proxy Statement and is incorporated
herein by reference.

Also, see Executive Officers of the Registrant on pages 7 and 8 of this
report.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is set forth on pages 8
through 19 of the Company's 1995 Proxy Statement and is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding the security ownership of certain beneficial owners
and management is set forth on pages 5 and 6 of the Company's 1995 Proxy
Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain transactions and employment arrangements with
management is set forth on pages 14 through 16 of the Company's 1995 Proxy
Statement and is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

A list of financial statements and financial statement schedules is set
forth in a separate section of this report beginning on page GC-1.

(a)(3) LISTING OF EXHIBITS

An index of exhibits begins on page -i- of this report.

(b) REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended November 30,
1994.

The response to this portion of Item 14 is set forth in a separate section
of this report immediately following the Exhibit Index.

(d) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted because they are
inapplicable, not required by the instructions or the information is included in
the consolidated financial statements or notes thereto.

38
<PAGE> 42

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

GENCORP INC.

February 14, 1995
By /s/ C. R. ENNIS
C. R. Ennis, Senior Vice
President, Law and
Environmental Affairs; General
Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ---------------------------------------- --------------------------------- -------------------
<S> <C> <C>

/s/ J. B. YASINSKY President and Chief Executive February 14, 1995
- - ---------------------------------------- Officer; Director
J. B. Yasinsky

/s/ D. M. STEUERT Senior Vice President and Chief February 14, 1995
- - ---------------------------------------- Financial Officer
D. M. Steuert

/s/ F. J. LUCKSINGER Vice President and Controller February 14, 1995
- - ----------------------------------------
F. J. Lucksinger

* Chairman of the Board February 14, 1995
- - ----------------------------------------
A. W. Reynolds

* Director February 14, 1995
- - ----------------------------------------
R. K. Jaedicke

* Director February 14, 1995
- - ----------------------------------------
P. X. Kelley

* Director February 14, 1995
- - ----------------------------------------
R. D. Kunisch

* Director February 14, 1995
- - ----------------------------------------
J. Lafontant-Mankarious

* Director February 14, 1995
- - ----------------------------------------
J. M. Osterhoff

* Director February 14, 1995
- - ----------------------------------------
P. J. Phoenix

* Director February 14, 1995
- - ----------------------------------------
R. B. Pipes

* Director February 14, 1995
- - ----------------------------------------
J. R. Stover
*Signed by the undersigned as
attorney-in-fact and agent for the
Directors indicated.

/s/ E. R. DYE February 14, 1995
- - ----------------------------------------
E. R. Dye
</TABLE>

39
<PAGE> 43

ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1)(2) AND (3), (c) AND (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
CERTAIN EXHIBITS
FISCAL YEAR ENDED NOVEMBER 30, 1994
GENCORP INC.
FAIRLAWN, OHIO 44333-3300
<PAGE> 44
<TABLE>

GENCORP INC.

ITEM 14(a)(1) AND (2)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

<CAPTION>
PAGE
NUMBER
---
<S> <C>
(1) FINANCIAL STATEMENTS:
The following consolidated financial statements of GenCorp Inc. are included in Item 8:
Consolidated Statement of Income for the years ended November 30, 1994, 1993 and
1992............................................................................... 14
Consolidated Balance Sheet at November 30, 1994 and 1993.............................. 15
Consolidated Statement of Cash Flows for the years ended November 30, 1994, 1993 and
1992............................................................................... 16
Consolidated Statement of Shareholders' Equity (Deficit) for the years ended November
30, 1994, 1993 and 1992............................................................ 17
Notes to Consolidated Financial Statements.............................................. 18
</TABLE>
(2) FINANCIAL STATEMENT SCHEDULES:

All consolidated financial statement schedules are omitted because they are
inapplicable, not required by the instructions or the information is included in
the consolidated financial statements or notes thereto.

GC-1
<PAGE> 45

CONSENT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
GenCorp Inc.

We consent to the incorporation by reference in the Prospectuses
constituting part of GenCorp Inc.'s Registration Statements No. 33-61928,
33-28056 and 2-98730 on Form S-8, Post Effective Amendment No. 1 to Registration
Statements No. 2-80440 and 2-83133 on Form S-8, and Post Effective Amendment No.
4 to Registration Statement No. 2-66840 on Form S-8 of our report dated January
17, 1995, with respect to the consolidated financial statements of GenCorp Inc.
included in this Annual Report (Form 10-K) for the year ended November 30, 1994.

ERNST & YOUNG LLP

Akron, Ohio
February 14, 1995

GC-2
<PAGE> 46

EXHIBIT INDEX

<TABLE>
<CAPTION>
TABLE EXHIBIT EXHIBIT
ITEM NO. DESCRIPTION LETTER
- - --------- ----------------------------------------------------------------------- -------
<C> <S> <C>
3. ARTICLES OF INCORPORATION AND BY-LAWS
The Amended Articles of Incorporation of GenCorp Inc., as amended as of
December 7, 1987, were filed as Exhibit A to the Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 1988 (File
No. 1-1520), and are incorporated herein by reference. (17 pages)
The Code of Regulations of GenCorp Inc., as amended November 25, 1987,
were filed as Exhibit B to the Company's Annual Report on Form 10-K for
the fiscal year ended November 30, 1988 (File No. 1-1520), and are
incorporated herein by reference. (16 pages)

4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
Amended and Restated Rights Agreement (with exhibits) dated as of
December 7, 1987 between GenCorp Inc. and Morgan Shareholder Services
Trust Company as Rights Agent was filed as Exhibit D to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1987
(File No. 1-1520), and is incorporated herein by reference. (86 pages)
Information relating to the Company's long-term debt is set forth in
Note L of this report, which information is incorporated herein by
reference. The Indenture, dated as of July 1, 1992, between GenCorp and
the Bank of New York as trustee relating to the Company's $115,000,000
8% Convertible Subordinated Debentures due August 1, 2002 and the form
of Debenture were filed as Exhibits A and B to the Company's Quarterly
Report on Form 10-Q for the quarter ended August 31, 1992 (File No.
1-1520), and are incorporated herein by reference. (107 pages)
Instruments defining the rights of holders of other long-term debt are
not filed herewith since no such single debt item exceeds 10 percent of
consolidated assets. The Company agrees, however, to furnish a copy of
any such agreement or instrument to the Commission upon request.

10. MATERIAL CONTRACTS
10.(iii)(A) MANAGEMENT CONTRACTS, COMPENSATORY PLANS OR ARRANGEMENTS
An Employment Agreement dated August 4, 1984 between the Company and A.
W. Reynolds, Chairman and Chief Executive Officer and a Director of the
Company, was filed as Exhibit A to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1984 (File No. 1-1520), and
is incorporated herein by reference. (3 pages)
Transition and Consulting Agreement dated June 29, 1994, as amended
October 19, 1994 between the Company and A. William Reynolds. (8 pages) A
An Employment Agreement dated October 15, 1993 between the Company and
J. B. Yasinsky, President and Chief Operating Officer of the Company,
was filed as Exhibit A to the Company's Annual Report on Form 10-K for
the fiscal year ended November 30, 1993 (File No. 1-1520), and is
incorporated herein by reference. (4 pages)
An Employment Agreement dated November 9, 1994 between Aerojet-General
Corporation and Roger I. Ramseier, Executive Vice President of the
Company and President of Aerojet-General Corporation. (23 pages) B
</TABLE>

i
<PAGE> 47

<TABLE>
<CAPTION>
TABLE EXHIBIT EXHIBIT
ITEM NO. DESCRIPTION LETTER
- - --------- ----------------------------------------------------------------------- -------
<C> <S> <C>
A Retention Agreement dated November 9, 1994 between the Company and
Roger I. Ramseier, Executive Vice President of the Company and
President of Aerojet-General Corporation. (23 pages) C
Form of Severance Agreement granted to executive officers of the
Company to provide for payment of an amount equal to 125 percent of
base salary multiplied by a factor of 3 if their employment should
terminate for any reason other than death, disability, willful
misconduct or retirement within three years after a change in control,
as such term is defined in such agreement was filed as Exhibit A to the
Company's Annual Report on Form 10-K for the fiscal year ended November
30, 1990 (File No. 1-1520), and is incorporated herein by reference.
(12 pages)
Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and
Certain Subsidiary Companies as amended and restated effective December
1, 1986, was filed as Exhibit G to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1987 (File No. 1-1520), and
is incorporated herein by reference. (6 pages)
The Stock Incentive Compensation Plan of GenCorp Inc. (as amended
effective October 1, 1985) was filed as Exhibit B to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1985
(File No. 1-1520), and is incorporated herein by reference. (21 pages)
Amendment to the GenCorp Inc. and Participating Subsidiaries Stock
Incentive Compensation Plan, effective as of April 5, 1987, was filed
as Exhibit H to the Company's Annual Report on Form 10-K for the fiscal
year ended November 30, 1987 (File No. 1-1520), and is incorporated
herein by reference. (6 pages)
Information relating to the Deferred Bonus Plan of GenCorp Inc. is
contained in Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 2-83133 dated April 18, 1986 and is incorporated herein
by reference. (16 pages)
Amendment to the Deferred Bonus Plan of GenCorp Inc. effective as of
April 5, 1987, was filed as Exhibit I to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1987 (File No.
1-1520), and is incorporated herein by reference. (3 pages)
GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors
effective January 1, 1992 was filed as Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1991
(File No. 1-1520) and is incorporated herein by reference. (18 pages)
GenCorp Inc. Long-Term Incentive Program effective January 27, 1993 and
as amended March 31, 1993. (20 pages) D
GenCorp Inc. 1993 Stock Option Plan effective March 31, 1993 was filed
as Exhibit 4.1 to Form S-8 Registration Statement No. 33-61928 dated
April 30, 1993 and is incorporated herein by reference. (11 pages)
Form of Restricted Stock Agreement between the Company and Nonemployee
Directors providing for payment of part of Directors' compensation for
service on the Board of Directors in Company stock. (4 pages) E

11. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(1 page) F
</TABLE>

ii
<PAGE> 48

23. CONSENTS OF EXPERTS
Consent of Ernst & Young LLP is contained on page GC-2 of this Form
10-K and is incorporated herein by reference.

24. POWER OF ATTORNEY H
Powers of Attorney executed by A. W. Reynolds, R. K. Jaedicke, P. X.
Kelley, R. D. Kunisch, J. Lafontant-Mankarious, J. M. Osterhoff, R. B.
Pipes, P. J. Phoenix, and J. R. Stover, Directors of the Company. (9
pages)
27. FINANCIAL DATA SCHEDULE
(Filed for EDGAR only)
The Company will supply copies of any of the foregoing exhibits to any
shareholder upon receipt of a written request addressed to GenCorp
Inc., 175 Ghent Road, Fairlawn, Ohio 44333-3300 -- Attention:
Secretary, and payment of $1 per page to help defray the costs of
handling, copying and return postage.
</TABLE>

iii

<PAGE> 1

EXHIBIT A

TRANSITION AND CONSULTING AGREEMENT

AGREEMENT, dated 29 June 1994, between GENCORP INC. ("GenCorp"), an Ohio
corporation whose headquarter offices are located at 175 Ghent Road, Fairlawn,
Ohio 44333-3303, and A. WILLIAM REYNOLDS, an individual residing at Old Mill
Road, Gates Mills, Ohio 44044.

You have notified GenCorp that you have decided to retire and terminate your
status as an employee of GenCorp as of October 1, 1994, and thereafter, you
will be willing to continue to perform certain services on behalf of GenCorp in
the capacities and during the periods specified below. Accordingly, the
purpose of this Agreement is to record the terms and conditions applicable to
(a) the transition of your employment and relationships with GenCorp and (b)
your performance of services as a consultant to GenCorp.

1. Status and Services As An Employee
----------------------------------
(a) From the date hereof and until July 1, 1994, you will continue to
serve as Chairman of the Board ("Chairman"), Chief Executive Officer ("CEO")
and a Director of GenCorp and, in such capacities, will continue to perform
all duties that you heretofore have performed in these capacities. Effective
as of July 1, 1994, you will cease to be the CEO of GenCorp.

(b) During the period commencing on July 1, 1994 and ending on September
30, 1994, you will serve as the Chairman and a Director of GenCorp and
continue your status as an employee of GenCorp. You will perform all duties
that you heretofore have performed in these capacities. Effective as of
October 1, 1994, you will retire from your employment and cease to be an
employee of GenCorp.

(c) During the periods specified in Sections 1(a) and 1(b) above, your
employment will be governed by the provisions of your current employment
agreement with GenCorp, except as otherwise expressly provided herein.
<PAGE> 2
A.W. Reynolds
Transitions & Consulting Agreement
29 June 1994
Page 2

2. Status and Services As A Consultant
-----------------------------------

(a) During the period commencing on October 1, 1994 and continuing until
March 29, 1995, you will serve as Chairman and as a Director of GenCorp but
will not be an employee of GenCorp. During such period, you will perform the
duties which the Chairman customarily has performed and, additionally, be
available at reasonable times to consult with the Directors, the President
and CEO and other executive officers of GenCorp about matters related to the
conduct of GenCorp's business. Effective as of March 29, 1995, you will
cease to serve as the Chairman and a Director of GenCorp unless you and the
Directors otherwise agree.

(b) During the period commencing on March 29, 1995 and ending on June 30,
1998, you will be available at reasonable times to (i) consult with the
Directors, Chairman, CEO, President and/or other executive officers of
GenCorp about matters related to the conduct of GenCorp's business and (ii)
undertake to perform services which any of them request you to perform in
connection with the conduct of GenCorp's business.

(c) During the periods specified in Sections 2(a) and (b), your role and
services as an officer of and a consultant to GenCorp will be governed by
this Agreement.

3. Compensation
------------

(a) Until you retire on October 1, 1994, GenCorp will continue to pay to
you the annual salary which the Directors last established for your position
in semi-monthly installments of $28,333.34 each. Additionally, you will be
eligible for consideration in early 1995 for payment of a year-end incentive
amount in respect of fiscal year 1994 in accordance with GenCorp's
established policy and practices.

(b) Commencing on October 1, 1994 and on the first business day of each
succeeding nine calendar months (i.e., through June, 1995), GenCorp
<PAGE> 3
A. W. Reynolds
Transition & Consulting Agreement
29 June 1994
Page 3

will pay you a consulting fee in the amount of $56,666.68 per month.
Additionally, on July 1, 1995, GenCorp will pay to you a one-time lump-sum
amount of $40,000.00.

(c) On and after July 1, 1995 and until July 1, 1998, GenCorp will pay
you a daily consulting fee of $2,000.00 per day (or pro rata part thereof for
a partial day) for any consulting services which you perform at the request of
GenCorp, any of its Directors or the Chairman and Chief Executive Officer of
GenCorp.

4. Pension and Other Benefits
--------------------------

(a) Upon your retirement, your pension benefits will be payable as
provided and in the amounts specified below:

(i) Commencing on October 1, 1994, you will be eligible to receive
your pension benefit under the Pension Plan For Salaried Employees of GenCorp
Inc. and Certain Subsidiary Companies ("Pension Plan") and GenCorp will
arrange for payment of your pension benefit under the Pension Plan in
accordance with your election of payment in the form of a 50 percent joint
and survivor annuity. This amount will be $29,228.00 per year.

(ii) Also commencing on October 1, 1994, GenCorp will begin payment
of (i) the pension benefit which you are entitled to receive under the
Benefits Restoration Plan (i.e., $106,960.00 per year) and (ii) the
supplemental pension benefit due to you under paragraph 8 of the letter
agreement, dated August 8, 1984, between you and GenCorp (i.e., $244,421.00
per year), a total of $351,381.00 per year. The foregoing amount reflects
(i) the decision of the Compensation Committee to accord you nine additional
months of service (i.e., October 1994 through June 1995), (ii) your election
of payment in the form of a 50 percent joint and survivor annuity, and (iii)
the reduction made in respect of the pension benefit which you are eligible
to receive
<PAGE> 4
A. W. Reynolds
Transition & Consulting Agreement
29 June 1994
Page 4

under the pension plans of TRW Inc., based on your decision to receive same
commencing as of October 1, 1994 (i.e., $58,962.00 per year).

(b) You will be eligible to participate in and will be covered by the
GenCorp Retiree Medical Plan ("Medical Plan") in accordance with and subject
to all provisions thereof, including without limitation GenCorp's right to
amend, modify and/or terminate the Medical Plan with or without notice
thereof.

(c) GenCorp will pay or reimburse to you in accordance with its current
policy and practices a portion of the fees charged by The Ayco Corporation
for personal financial consulting services rendered to you in respect of
calendar years 1994, 1995 and 1996 to the extent that such fees do not exceed
$7,500.00 per year.

(d) Nothing herein will be deemed to limit or otherwise effect any right
that you may have after your retirement under any other employee benefit plan
of GenCorp.

5. Reimbursement of Business Expenses
----------------------------------

(a) During the period commencing on July 1, 1994 and ending on September
30, 1994, GenCorp will pay or reimburse to you any reasonable business
expenses (including, but not limited to, travel, lodging and meals) which you
incur in performing your duties as CEO and an employee of GenCorp in
accordance with GenCorp's established policies and practices.

(b) After September 30, 1994, and while you serve as a consultant,
GenCorp will pay or reimburse to you any reasonable business expenses
(including, but not limited to, travel, lodging and meals) which you incur
in performing services requested or otherwise authorized by GenCorp as herein
provided. GenCorp will pay or reimburse you for such expenses promptly
<PAGE> 5
A. W. Reynolds
Transition & Consulting Agreement
29 June 1994
Page 5

(but within 30 days) after you submit receipts or other evidence showing
the amount of each such expense.

(c) You will pay all taxes, if any, which are assessed in connection with
any payment which GenCorp makes to you, directly or indirectly, for or in
connection with any services that you perform after your retirement and as a
consultant.

6. Offices and Office Facilities
-----------------------------

(a) On about July 1, 1994, GenCorp will make available at a satellite
office facility in the Cleveland metropolitan area an office for your
exclusive use until you retire and become a consultant as provided in Section
2(a). Thereafter and until October 31, 1998, you will share use of the
office with any Director, executive employee or other consultant of GenCorp,
who may be assigned to perform work at the satellite office facility.

(b) GenCorp will provide at the office all furniture, fixtures,
equipment, supplies and services reasonably required in connection with
operation of a business office, including (a) for your use a personal
computer, software and printer of the type (or reasonable equivalent thereof)
currently located in your office and (b) for use by a secretary or
administrative assistant at the office a personal computer, software and
printer of the type (or reasonable equivalent thereof) currently used by your
secretary.

7. Confidential Information
------------------------

You will hold in confidence and will not disclose to any third person or
use for your personal benefit any confidential information or trade secret
which GenCorp has disclosed to you in connection with this Agreement. As used
herein, "confidential information" and "trade secrets" mean any and all
information of GenCorp and/or any of its subsidiaries, which is not generally
available to third persons and relates to the products, customers, pricing,
terms of sale, manufacturing processes, research and development or any
<PAGE> 6
A. W. Reynolds
Transition & Consulting Agreement
29 June 1994
Page 6

other aspect of the business of GenCorp and/or any of its subsidiaries.

8. Noncompetition
--------------

During the term hereof, you will not perform, directly or indirectly, any
consulting or other services for or on behalf of any company or person that
makes or sells any product or service in competition with any product or
service sold by GenCorp or any of its subsidiaries without the prior written
consent of GenCorp's CEO which will not be unreasonably withheld.

9. Status and Authority
--------------------

After your retirement, you will perform all consulting services as an
independent contractor and not as an employee of GenCorp. Nothing herein
will be deemed to authorize you to act as GenCorp's agent or legal
representative after your retirement.

10.Assignment
----------
(a) This Agreement will be deemed to require you to perform personal
services. Accordingly, you may not assign any right, delegate any duty, or
otherwise transfer any interest hereunder, whether by operation of law or
otherwise, without GenCorp's prior written consent.

(b) GenCorp may not assign any right, delegate any duty or otherwise
transfer my interest hereunder, except to a successor corporation.

11. Term
----

This Agreement will remain in effect until the earlier of the following
events: (i) October 31, 1998, (ii) your death or disability which
substantially impairs your ability to perform services hereunder, or (iii)
you elect to terminate performance of services as a consultant.
Notwithstanding the preceding sentence, if this Agreement is terminated for
any reason, your
<PAGE> 7
A. W. Reynolds
Transition & Consulting Agreement
29 June 1994
Page 7

and/or your spouse's right to (i) the pension benefit specified in paragraph
4(a)(i) will continue to be governed by the Pension Plan, (ii) the additional
pension benefit specified in paragraph 4(a)(ii) will continue as if it were
payable under the provisions of the Pension Plan applicable to payment of the
pension benefit thereunder, and (iii) health care benefits will be governed
by the Medical Plan as provided in paragraph 4(b).

12. Agreement
---------

This Agreement amends and supplements the letter agreements, dated
August 8, 1984 and September 7, 1984, between you and GenCorp.

GenCorp Inc.

by: _________________________

_________________________
A. William Reynolds
awragree
<PAGE> 8

October 19, 1994

Mr. A. William Reynolds
1696 Georgetown Road, Unit F
Hudson, OH 44236

Re: Transition and Consulting Agreement dated as of 29 June 1994

Dear Bill:

This will confirm our agreement that the monthly consulting fee (i.e.,
$56,666.68) payable to you during the ten-month period specified in Section
3(b) of the above-referenced Agreement is to be reduced by an amount equal to
the aggregate monthly pension benefits payable to you (i.e., $36,360.92) and,
consequently, the amount of such monthly consulting fee payable to you under
Section 3(b) is and will be $20,035.76.

Please indicate your agreement to the foregoing by signing and
remitting to the undersigned one of the duplicate original copies of this
letter.

GenCorp Inc.

by: ____________________________
Gary J. Goberville

Agreed this __ day of October, 1994

______________________________
A. William Reynolds
<PAGE> 9

EXHIBIT B
EMPLOYMENT AGREEMENT

AGREEMENT, dated 9 November 1994, between AEROJET-GENERAL CORPORATION
("Aerojet"), an Ohio corporation having offices at Highway 50 and Aerojet Road,
Rancho Cordova, California 95670, a wholly-owned subsidiary of GENCORP INC
("GenCorp") and Roger I. Ramseier, an individual residing at 9475 King Road,
Loomis, CA 95650.

1. Recitals
--------

1.1 STRATEGIC REVIEW: GenCorp is conducting a review of Aerojet's
operations to determine the strategic options respecting the Aerojet's future
business prospects and operations, which options may include the sale of all or
some of its operations.

1.2 KEY EMPLOYEE: Aerojet has determined that you are a key employee of
Aerojet and are expected to make a major contribution to the successful
operation and profitability of Aerojet.

1.3 RETENTION OF SERVICES: Aerojet wishes to induce you and other key
employees to remain in Aerojet's employ during the strategic review mentioned
above and any subsequent period during which GenCorp and/or Aerojet are engaged
in negotiations for the sale of Aerojet and/or its operations, thereby assuring
to Aerojet continuity of its management and your support and assistance in
connection with any such sale, and assuring to you continuity of your
employment, as hereinafter provided.

Therefore, in consideration of the mutual provisions hereof, you and Aerojet
agree as follows:
<PAGE> 10
- 2 -

2. Definitions
-----------

2.1 DEFINED TERMS: As used herein, each of the following terms whose
initial letter is capitalized will have the meaning corresponding thereto as
shown below:

(a) COMPARABLE EMPLOYMENT: Employment in any capacity, whether as an
employee, consultant, independent contractor, leased employee or otherwise,
which is broadly within the career scope indicated by your present and
previous training and positions and for which the annualized cash
compensation for services rendered (including salary, bonus, fees and
contractual payments of any kind) is not less than 85% of the sum of (i) your
base salary in effect as of the Termination Date, as determined in accordance
with Aerojet's normal compensation practices for executive employees, and
(ii) the year-end payment which Aerojet paid to you in respect of its last
full fiscal year preceding the Termination Date.

(b) FIXED PERIOD: The period commencing 9 November 1994 and ending on
the earliest of (i) 31 October 1995, (ii) the occurrence of a Termination
Event, or (iii) an announcement by GenCorp's Chief Executive Officer that
GenCorp has ceased further consideration of any sale of Aerojet or its
operations.

(c) PROTECTED PERIOD: The period of three consecutive years (i.e.,
1,095 consecutive days) which commences on the Termination Date.

(d) SEPARATION PAY AND BENEFITS: The payments specified in Article 5
and the benefits specified in Section 5.5 and Article 6.

(e) SUCCESSOR EMPLOYER: Any person or legal entity that directly, or
indirectly through another person or legal entity, buys or otherwise acquires
either (i) from GenCorp all or substantially all of the shares of Aerojet's
capital stock or (ii) from Aerojet all
<PAGE> 11
- 3 -

or substantially all of Aerojet's business assets or all or substantially all
of the business assets associated with Aerojet's electronic or propulsion
operations, pursuant to an agreement with GenCorp and/or Aerojet and approved
by GenCorp's and/or Aerojet's directors.

(f) TERMINATION DATE: The date during the Fixed Period which Aerojet
specifies for the discontinuance of your employment duties.

(g) TERMINATION EVENT: GenCorp's and/or Aerojet's execution of a
legally binding and final agreement, which is approved by the directors of
GenCorp and/or Aerojet and obligates (i) GenCorp to sell to another person or
legal entity all or substantially all of the shares of Aerojet's capital
stock or (ii) Aerojet to sell or otherwise transfer to another person or
legal entity (a) all or substantially all of its business assets or (b) all or
substantially all of the business assets associated with its electronic or
propulsion operations.

2.2 GENERAL: In addition to the foregoing defined terms, "you" and "your"
as used herein denote the employee who is a party to this Agreement, the
singular form of any term used herein includes the plural form and, unless
noted otherwise, "Article" or "Section" refers to an Article or Section of this
Agreement.

3. Term of Employment
------------------

3.1 FIXED PERIOD: During the Fixed Period, Aerojet will continue to employ
you in your present position or in a comparable position, as determined solely
by Aerojet, and you will continue to perform all duties related to and required
by such position as well as provide support and assistance in connection with
any negotiations for a sale of Aerojet and/or its operations, an orderly
transition following any such sale and the implementation and administration of
any sale agreements. Subject to Article 4, your employment during the Fixed
<PAGE> 12
- 4 -

Period may be terminated by you and/or Aerojet at any time, with or without
cause, by notice to the other party.

3.2 SUBSEQUENT TERM: Aerojet may continue to employ you subsequent to the
Fixed Period. If your employment by Aerojet continues after the Fixed Period,
such period of employment will be indefinite in duration and may be terminated
by you and/or Aerojet at any time, with or without cause, by notice to the
other party, subject to the terms of any separate Retention Agreement between
you and GenCorp.

4. Eligibility for Separation Pay and Benefits
-------------------------------------------

4.1 ELIGIBILITY CONDITIONS: Subject to the provisions of Sections 4.2 and
4.3, you will be eligible to receive Separation Pay and Benefits during the
Protected Period if Aerojet terminates your employment during the Fixed Period
for any reason, except a reason specified in Section 4.3.

4.2 ADDITIONAL ELIGIBILITY CONDITIONS: To be eligible to receive the
Separation Pay and Benefits during the Protected Period, you also must satisfy
each of the following conditions during the Fixed Period:

(a) Until the Termination Date, you (i) continue to perform your
duties diligently and loyally in the best interests of Aerojet and GenCorp,
and (ii) provide support and assistance to Aerojet and GenCorp in
connection with any negotiations for the sale of Aerojet and/or its
operations;

(b) You execute a Settlement Agreement and Release in substantially
the form attached hereto as Exhibit A, when your employment with Aerojet
terminates; and

(c) Upon Aerojet's request, you execute and deliver to Aerojet one
or more certificates substantially in the form attached hereto as Exhibit B.
<PAGE> 13
- 5 -

4.3 EXCLUSIONS: Other provisions hereof notwithstanding, you will not be
eligible to receive any Separation Pay and Benefits during any portion of the
Protected Period subsequent to any of the following events:

(a) You decline an offer of Comparable Employment by GenCorp or a
Successor Employer, which employment would commence within 90 days of the
Termination Date;

(b) You accept an offer of employment (whether as an employee,
consultant, independent contractor, leased employee or otherwise) by
GenCorp or a Successor Employer at any time during the Protected Period,
whether or not such employment is Comparable Employment; provided that, if
you accept an employment offer by a Successor Employer but such employment
is involuntarily terminated by the Successor Employer within the Protected
Period, you will be eligible to receive a portion of the Separation Pay in
accordance with Section 5.2;

(c) You voluntarily retire, resign or otherwise terminate your
employment with Aerojet, GenCorp or a Successor Employer during or at the
end of the Fixed Period, whether due to death, disability or any other
reason; or

(d) Aerojet terminates your employment "for cause", as determined in
accordance with Section 5.2 of the Aerojet Involuntary Separation Pay Plan,
or due to your breach of a fiduciary duty to Aerojet and/or GenCorp.

5. Separation Pay and Outplacement Assistance
------------------------------------------

5.1 SEPARATION PAY AND OUTPLACEMENT ASSISTANCE: If you satisfy the
requirements of Section 4.1 and 4.2 and are not ineligible due to any reason
specified in Section 4.3, Aerojet will pay and provide to you during the
Protected Period the Separation Pay specified in Section 5.2 and outplacement
assistance specified in Section 5.4.
<PAGE> 14
- 6 -

5.2 COMPUTATION OF SEPARATION PAY: Your Separation Pay will be an amount
equal to (i) three times the sum of (A) your base salary in effect on the
Termination Date, as determined in accordance with Aerojet's normal
compensation practices for executive employees, and (B) the year-end payment
which Aerojet paid to you in respect of Aerojet's fiscal year ended 30 November
1993, (ii) less the sum of the following:

(a) the amount of any separation, severance and/or termination pay to
which you are entitled due to the termination of your employment under (A)
any other individual employment, separation or severance agreement between
you, Aerojet, GenCorp and/or a Successor Employer and/or (B) any plan,
policy or practice of Aerojet, GenCorp and/or a Successor Employer, which
provides compensation upon termination of employment, and

(b) the amount of any compensation paid to you by Aerojet, GenCorp
and/or a Successor Employer for services rendered during the Protected
Period, whatever the form of such compensation may be.

Notwithstanding the foregoing, if you accept an employment offer by a Successor
Employer but such employment is involuntarily terminated by the Successor
Employer within the Protected Period, the amount of your Separation Pay shall
not exceed (i) the amount determined above without any reduction pursuant to
Section 5.2(b), (ii) multiplied by a fraction the numerator of which is the
number of months remaining in the Protected Period and the denominator of which
is 36.

5.3 TIME OF PAYMENT

(a) Aerojet will pay your Separation Pay (subject to normal
withholdings) to you during the Protected Period at the times that regular
base salary payments are payable in accordance with Aerojet's payroll
schedule for executive level employees, in equal installments determined by
dividing the amount of your Separation Pay determined under Section 5.2 by
the number of
<PAGE> 15
- 7 -

pay periods remaining in the Protected Period after the Termination Date,
subject to Aerojet's right to accelerate payment thereof at any time and for
any reason.

(b) If you become eligible to receive Separation Pay as provided in
Article 4 and thereafter are hired in any capacity (as an employee,
consultant, independent contractor, leased employee or otherwise) by
Aerojet, GenCorp or a Successor Employer during the Protected Period,
payment of Separation Pay hereunder will cease.

(c) If you die during the Protected Period after you become eligible
to receive but prior to receiving all Separation Pay for which you are
eligible hereunder, Aerojet will pay to your spouse or estate a lump sum
equal to the amount of Separation Pay not paid prior to your death.

5.4 EXECUTIVE OUTPLACEMENT ASSISTANCE: If you satisfy the requirements of
Article 4 and become eligible to receive Separation Pay under Section 5.1,
Aerojet will pay or reimburse to you the expense of outplacement assistance
during the Protected Period, in an amount not to exceed fifteen percent (15%)
of your base salary in effect at the Termination Date. However, Aerojet's
obligation under the preceding sentence shall be offset and reduced by any
outplacement assistance provided by any Successor Employer.

6. Separation Benefits
-------------------

6.1 SEPARATION BENEFITS: If you satisfy the requirements of Section 4.1
and Section 4.2 and are not ineligible for any reason specified in Section 4.3,
then notwithstanding your acceptance of an employment offer by a Successor
Employer, Aerojet will provide to you the Separation Benefits described in this
Article 6:
<PAGE> 16
- 8 -

6.2 Medical and Dental Benefits
---------------------------

(a) Subject to Section 6.2(b), you and your eligible dependents may
participate during the Protected Period in the GenCorp Medical Plan and the
Aerojet Dental Plan ("Health Plans"), subject to all terms and conditions
thereof (including without limitation all contributions, co-payments and
deductibles), in effect during the Protected Period.

(b) Coverage under the Health Plans for you and your eligible
dependents will be secondary to any medical and dental benefit plan or
program provided to you by any other employer, whether or not that employer
is a Successor Employer. For this purpose, you and your eligible dependents
will be deemed to participate in and be covered by any such medical or dental
benefit plan or program whenever such participation and/or benefits are
available to you, whether as an active employee, retiree or eligible
dependent thereof. However, you will not be deemed to participate in such
other plan or program solely because such participation is available to you
pursuant to ERISA Section 601 et. seq. ("COBRA").

(c) If you are employed by a Successor Employer, contributions which
you otherwise would be required to make under the Health Plans may be
suspended at your request, and your coverage under the Health Plans will be
suspended during such period. Thereafter, if your employment is involuntarily
terminated by a Successor Employer within the Protected Period, you may, upon
paying to Aerojet any required contributions under the Health Plans, resume
your participation in the Health Plans for the remainder of the Protected
Period.

(d) The extended periods of participation in the Health Plans
provided in accordance with Section 6.2(a) include, and are not in addition
to, any period of extended participation which may be provided under the
terms of the Health Plans. At the end of any such period of extended
participation, you may elect to
<PAGE> 17
- 9 -

continue participation for a period of eighteen months under the terms of
conditions of the Health Plans and pursuant to COBRA.

6.3 GENCORP STOCK OPTION PLAN. Subject to approval by the Compensation
Committee of GenCorp's Board of Directors, any unexercised portion of any
Option granted to you under the GenCorp Stock Option Plan prior to a
Termination Date will remain in effect during the original term of the Option
and will be or become exercisable pursuant to the schedule set forth in Section
3 of the Option and in accordance with the original terms of the Option, and
any provision requiring you to hold GenCorp shares issued pursuant to your
exercise of rights under such Options will be waived.

6.4 FINANCIAL PLANNING. If you currently are participating in Aerojet's
financial planning and/or tax assistance program, Aerojet will pay or reimburse
to you the cost of comparable financial planning and/or tax assistance during
the Protected Period.

6.5 LIFE INSURANCE: During the Protected Period, Aerojet will provide to
you under its group life insurance program term life insurance coverage
equivalent to that available to you and in force, as of the Termination Date,
subject to your payment of all required contributions and related taxes. This
Section 6.5 is not intended to, and does not, provide any extended insurance
coverage under the group universal life insurance program, which is not funded
by Aerojet or GenCorp and requires you to pay all applicable insurance premiums
and/or contributions.

7. Termination of Employment
-------------------------

7.1 DATE OF TERMINATION: Except as provided in Sections 6.2, 6.3 and 6.5,
or the terms of any employee benefit plan of Aerojet and/or GenCorp, your
participation as an active employee in any employee benefit plan of Aerojet or
GenCorp will cease on your Termination Date. Any Separation Pay paid to you
hereunder shall not be included in your earnings or compensation for purposes
of determining the amount of any benefit payable to you under any retirement
plan, savings plan or other employee benefit plan of Aerojet
<PAGE> 18
- 10 -

and/or GenCorp. Similarly, no part of any Protected Period subsequent to your
Termination Date shall be counted or included in your service for purposes of
determining your benefits under any such plan unless you are employed by
GenCorp during such period.

7.2 YEAR-END PAYMENTS: Notwithstanding any other provisions of this
Agreement, you will be eligible to receive a year-end payment under Aerojet's
executive compensation program as follows: (1) For each fiscal year which ends
prior to your Termination Date, the full amount of such year-end payment, and
(2) for any partial fiscal year during which your employment terminates, a
portion of the year-end payment otherwise determined for that fiscal year,
which will be pro-rated based upon the percentage of that fiscal year during
which you were employed hereunder. The amount of any such year-end payment
will be subject to GenCorp's approval in accordance with past practice and will
be paid (subject to normal tax withholding) at the time year-end payments
normally are paid by Aerojet. If you die prior to receiving any such year- end
payment, the amount thereof will be paid to your spouse or estate.

8. Miscellaneous
-------------

8.1 ASSIGNMENT: This Agreement requires you to perform personal services.
Accordingly, you may not assign any right, delegate any duty, or otherwise
transfer any interest hereunder, whether by operation of law or otherwise.

8.2 OTHER CONTRACTUAL RIGHTS: The provisions of this Agreement, and any
payment provided for hereunder, shall not reduce any amounts otherwise payable,
or in any way diminish your existing rights, or rights which would accrue
solely as a result of the passage of time, under any other employment agreement
or other contract, plan or arrangement with Aerojet which was in existence on
the date of this Agreement and which had been approved by GenCorp.

8.3 BINDING AGREEMENT: This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representative, executor, administrators,
heirs, distributees and legatees.
<PAGE> 19
- 11 -

8.4 MITIGATION OF DAMAGES: During the Protected Period, you will have no
duty to mitigate damages to be entitled to any payment or benefits to which you
are eligible under Articles 5 and 6, nor shall the amount of any payment or
benefits provided under Articles 5 and 6 be reduced by any compensation earned
by you as the result of (i) employment by any employer, except Aerojet, GenCorp
or a Successor Employer, or (ii) self-employment as a consultant, independent
contractor or otherwise, from any source, except Aerojet, GenCorp or a
Successor Employer.

8.5 GOVERNING LAW: The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws of such
State.

8.6 SETTLEMENT OF DISPUTES: In the event you disagree with Aerojet's
interpretation of any provision of this Agreement, you may refer such
disagreement to GenCorp's Chief Executive Officer for review and decision. If
you disagree with the decision by GenCorp's Chief Executive Officer, such
disagreement shall thereafter be settled in Akron, Ohio by arbitration in
accordance with the then-current Model Employment Arbitration Procedures of the
American Arbitration Association, before an arbitrator who is licensed to
practice law in the State of Ohio. Neither Aerojet nor you will initiate or
prosecute any lawsuit in any way related to the interpretation of this
Agreement. You and Aerojet will share equally the fees and expenses of the
arbitrator, and you will pay any additional expenses which you choose to incur
on your own behalf in connection with any such arbitration. Aerojet will pay
its own expenses.

8.7 NOTICES: For the purpose of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed as indicated below or to
such other address as any party may have furnished to the other in writing and
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
<PAGE> 20
- 12 -

If to Aerojet: Aerojet-General Corporation
P. O. Box 13222
Sacramento, CA 95813-6000

If to you: Roger I. Ramseier
9475 King Road
Loomis, CA 95650

8.8 TERMINATION: This Agreement will terminate automatically upon an
announcement by the Chief Executive Officer of GenCorp that GenCorp has ceased
further consideration of any sale of Aerojet or its operations.

Executed this ____ day of _______________, 1994.

AEROJET-GENERAL CORPORATION

by: _____________________________

EMPLOYEE

________________________________
Signature of Employee

GenCorp Inc. hereby agrees to perform the obligations of Aerojet under this
Agreement in accordance with its terms.

GenCorp Inc.

By:______________________________
<PAGE> 21
EXHIBIT A

SETTLEMENT AGREEMENT AND RELEASE
--------------------------------

This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") between AEROJET-GENERAL
CORPORATION. ("Company") and _____________ ("Employee") has been concluded in
connection with the involuntary termination of Employee's employment with the
Company.

In consideration of the mutual provisions hereof, the Company and Employee
agree as follows:

ONE: Benefits.
--------

The Company will pay the Employee the separation pay and benefits
("benefits") to which the Employee, by entering into this Agreement, has become
entitled under the Employment Agreement entered into between the Employee and
the Company effective _________, 1994 ("Employment Agreement"). The Employee
agrees that these benefits are more than the Company is required to pay under
its normal policies and procedures.

TWO: Date of Payment.
---------------

Payment of benefits conditioned on this Agreement will be made at the
time or times called for in the Employment Agreement, but in no event before
this Agreement becomes irrevocable under Section Nine.
<PAGE> 22
- 2 -

THREE: Complete Release:
----------------

(a) RELEASE: The Employee irrevocably and unconditionally releases
all the claims described in subsection (b) that the Employee may now have (or
which may arise before the Employee's employment with the Company ends) against
the following persons or entities (the "Releasees"): The Company, all related
companies and all of the Company's or such related companies' predecessors and
successors; and, with respect to each such entity, all of its past and present
employees, officers, directors, stockholders, owners, representatives, assigns,
attorneys, agents, insurers, employee benefit programs (and the trustees,
administrators, fiduciaries and insurers of such programs) and any other
persons acting by, through, under or in concert with any of the persons or
entities listed in this subsection.

(b) CLAIMS RELEASED: Except as provided in subsection (d), the
claims released include all claims, promises, debts, causes of action or similar
rights of any type or nature the Employee has or had which in any way relate to
(1) the Employee's employment with the Company, or the termination of that
employment, such as claims for compensation, bonuses, commissions, lost wages
or unused accrued vacation or sick pay, (2) the design or administration of any
employee benefit program or the Employee's entitlement to benefits under any
such program, (3) any rights the Employee has to severance or similar benefits
under any program, policy or procedure of the Company, except as provided in
the Employment Agreement, (4) any rights the Employee may have to the continued
receipt of health or life insurance-type benefits, except as provided in the
Employment Agreement, (5) any claims to attorneys fees or other indemnities,
and (6) any other claims or demands the Employee may on any basis have. The
claims released, for example, may have arisen under any of the following
statutes or common law doctrines.

ANTI-DISCRIMINATION STATUTES, such as the Age Discrimination in
Employment Act and Executive Order 11141, which prohibit age discrimination in
employment; Title VII of the Civil Rights Act of 1964, Section 1981 of the
Civil Rights Act of 1866 and Executive Order
<PAGE> 23
- 3 -

11246, which prohibit discrimination based on race, color, national origin,
religion or sex; the Equal Pay Act, which prohibits paying men and women
unequal pay for equal work; the Americans With Disabilities Act and Section
Section 503 and 504 of the Rehabilitation Act of 1973, which prohibit
discrimination against the disabled; the California Fair Employment and Housing
Act, which prohibits discrimination in employment based on race, color,
national origin, ancestry, physical or mental disability, medical condition,
marital status, sex or age; and any other federal, state or local laws or
regulations prohibiting employment discrimination.

FEDERAL EMPLOYMENT STATUTES, such as the WARN Act, which requires that
advance notice be given of certain work force reductions; the Employee
Retirement Income Security Act of 1974, which, among other things, protects
pension or health plan benefits; and the Fair Labor Standards Act of 1938,
which regulates wage and hour matters.

OTHER LAWS, such as any federal, state or local laws providing workers
compensation benefits, restricting an employer's right to terminate employees
or otherwise regulating employment; any federal, state or local law enforcing
express or implied employment contracts or requiring an employer to deal with
employees fairly or in good faith; California Labor Code Section Section 200
ET SEQ., relating to salary, commission, compensation, benefits and other
matters; the California Workers' Compensation Act; the California Unemployment
Insurance Code; any applicable California Industrial Welfare Commission Order;
and any other federal, state or local laws, whether based on statute,
regulation or common law, providing recourse for alleged wrongful discharge,
physical or personal injury, emotional distress, fraud, negligent
misrepresentation, libel, slander, defamation and similar or related claims.

(c) RELEASE EXTENDS TO BOTH KNOWN AND UNKNOWN CLAIMS: This release
covers both claims that the Employee knows about and those he or she may not
know about. The Employee expressly waives all rights afforded by any statute
(such as Section 1542 of the Civil Code of the State of California) which
limits the effect of a release
<PAGE> 24
- 4 -

with respect to unknown claims. The Employee understands the significance of
his or her release of unknown claims and his or her waiver of statutory
protection against a release of unknown claims (such as
under Section 1542). Section 1542 of the Civil Code of the State of California
states as follows:

A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.

(d) CLAIMS NOT RELEASED: This Agreement does not release (1) Any rights
or claims that arise under the Age Discrimination in Employment Act after this
Agreement was signed; or (2) the Employee's right to enforce this Agreement; or
(3) the Employee's rights to benefits under the Retention Agreement or the
Employee's rights, if any, to unpaid salary, pension and COBRA health benefits
under the Company's standard compensation and benefits programs applicable to
the Employee, except to the extent the Employee's claim was rejected or denied,
either as to the Employee or as to other similarly situated employees, before
this Agreement became effective.

(e) OWNERSHIP OF CLAIMS: The Employee represents that the Employee has
not assigned or transferred, or purported to assign or transfer, all or any
part of any claim released by this Agreement.

FOUR: Employee's Promises.
---- -------------------

In addition to the release of claims provided for in Section Three,
the Employee also agrees to the following:

(a) EMPLOYMENT TO TERMINATE: The Employee acknowledges that his
or her employment with the Company has ended or will end on _________, ____,
and it will not be resumed again at any
<PAGE> 25
- 5 -

time in the future. The Employee understands that the Employee's employment
with the Company and all related companies will never be resumed again at any
time in the future.

(b) NO PURSUIT OF RELEASED CLAIMS: The Employee promises never to
file or prosecute a lawsuit or other complaint or charge asserting any claims
that are released by the Agreement. The Employee represents that the Employee
has not filed or caused to be filed any lawsuit, complaint or charge with
respect to any claim this Agreement releases. The Employee further agrees to
request any government agency or other body assuming jurisdiction of any
complaint or charge relating to a released claim to withdraw from or dismiss
the matter with prejudice.

(c) COMPANY PROPERTY TO BE RETURNED: The Employee promises that,
on or before the Employee's last day of work, the Employee will return to the
Company all files, memoranda, documents, records, copies of the foregoing,
credit cards, keys and any other Company property in the Employee's possession
or control.

(d) EMPLOYEE NOT TO HARM THE COMPANY: The Employee agrees not to
incur any expenses or obligations or liabilities on behalf of the Company and
agrees not to criticize, denigrate or otherwise disparage the Company or any
other Releasees.

(e) COOPERATION REQUIRED: The Employee agrees that, to the extent
and in the manner requested by the Company, the Employee will fully cooperate
with the Company and assist the Company in effecting a smooth transition of the
Employee's responsibilities.

FIVE: Non-Admission of Liability.
--------------------------

The Company does not believe or admit that it or any other Releasee
has done anything wrong. The Employee agrees that this Agreement shall not be
admissible in any court or other forum for any purpose other that the
enforcement of its terms.
<PAGE> 26
- 6 -

SIX: Consequences of Employee's Violation of Promises.
------------------------------------------------

(a) GENERAL CONSEQUENCES: If the Employee breaks any of the
Employee's promises in this Agreement, for example, by filing or prosecuting a
lawsuit or charge based on claims that the Employee has released, or if any
representation made by the Employee in this Agreement was false when made, the
Employee (1) shall forfeit all right to future benefits under this Agreement,
(2) must repay all benefits previously received, upon the Company's demand, and
(3) must pay reasonable attorneys' fees and all other costs incurred as a
result of the Employee's breach or false representation, such as the cost of
defending any suit brought with respect to a released claim by the Employee or
other owner of a released claim.

(b) CHALLENGES TO VALIDITY: Should the Employee attempt to challenge
the enforceability of this Agreement, the Employee shall initially tender to
the payor, by certified checks delivered to the Company, all amounts received
pursuant to this Agreement, plus interest and invite the Company to cancel this
Agreement. In the event the Company accepts this offer, this Agreement shall
be canceled. In the event the Company does not accept this offer, the Company
shall so notify the Employee and the amount tendered by the Employee shall be
placed in an interest-bearing account pending a determination of the
enforceability of this Agreement. If the Agreement is determined to be
enforceable, the amount in the account shall be repaid to the Employee; if this
Agreement is not enforceable, the amount in the account shall be retained by
the Company or its designee.

SEVEN: Period for Consideration of Agreement.
-------------------------------------

The Employee acknowledges that the Employee was given a period of
at least forty-five days to review and consider this Agreement before signing
it. The Employee further acknowledges that the Employee (1) took advantage of
this period to consider this Agreement before signing it, (2) carefully read
this Agreement, (3) fully understands it and is entering into it voluntarily.
<PAGE> 27
- 7 -

EIGHT: Encouragement to Consult with Attorney.
--------------------------------------

The Employee acknowledges that the Company strongly encouraged the
Employee to discuss this Agreement with an attorney (at the Employee's own
expense) before signing this Agreement and that, to the extent the Employee
deemed it appropriate, the Employee did so.

NINE: Effective Date of Agreement.
---------------------------

The Employee may revoke this Agreement within seven days after the
Employee signs it. The last day on which this Agreement can be revoked is
called the "Last Revocation Day." Revocation shall be made by delivering a
written notice of revocation to Terry L. Cochran, Vice President, Human
Resources, at Aerojet Headquarters, P.O. Box 13222, Sacramento, CA 95813-6000,
no later than the close of business on the Last Revocation Day. If the
Employee revokes this Agreement, it shall not become effective and the Employee
will not receive the amounts or benefits described in Section One. If the
Employee does not revoke this Agreement, it shall become effective on the day
after the Last Revocation Day.

TEN: Severability.
------------

The provisions of this Agreement are severable. If any part of it
is found to be unenforceable, all other provisions shall remain fully valid and
enforceable.

ELEVEN: Governing Laws.
--------------

The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws of such State.
<PAGE> 28
- 8 -

TWELVE: Nature, Effect and Interpretation of this Agreement.
---------------------------------------------------

(a) ENTIRE AGREEMENT: This is the entire Agreement between the
Employee and the Company; it may not be modified or cancelled in any manner
except by a writing signed by both the Company and the Employee. The Company
has made no promises to the Employee other than those in this Agreement. It is
not necessary that the Company sign this Agreement for it to become binding
upon the Company and the Employee. It shall be binding on the Company when it
becomes irrevocable pursuant to Section Nine.

(b) SUCCESSORS AND ASSIGNEES: This Agreement shall bind the
Employee's heirs, administrators, representatives, executors, successors and
assigns, and shall inure to the benefit of all Releasees and their respective
heirs, administrators, representatives, executors, successors and assigns.

(c) INTERPRETATION: This Agreement shall be construed as a whole
according to its fair meaning, and not strictly for or against any of the
parties. Unless the context indicates otherwise, the term "or" shall be deemed
to include the term "and" and the singular or plural number shall be deemed to
include the other. Paragraph headings used in this Agreement are intended
solely for convenience of reference and shall not be used in the interpretation
of any of this Agreement.

(d) IMPLEMENTATION: The Company and the Employee both agree that,
without the receipt of further consideration, they will sign and deliver any
documents and do anything else that is necessary in the future to make the
provisions of this Agreement effective.
<PAGE> 29
- 9 -

PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT A LAWYER IF YOU HAVE ANY
QUESTIONS OR CONCERNS. IT CONTAINS A RELEASE OF ALL CLAIMS, PRESENT OR FUTURE,
WHETHER KNOWN OR UNKNOWN.

Executed at __________________, ____________, this ____ day of

_______________, 19__.

EMPLOYEE

_____________________
Signature of Employee

AEROJET-GENERAL CORPORATION

By:___________________
<PAGE> 30
EXHIBIT B

CERTIFICATE
-----------

I, ____________ the _________ of AEROJET-GENERAL CORPORATION do hereby
certify to _______________ as follows:

1. In my capacity described above, I am responsible for management of the
___________ function.

2. I have received and am familiar with the representations and warranties
contained in Section ____ of the ___________ Agreement to be entered into
between _________ and _________ ("Purchase Agreement").

3. I have participated in the preparation of parts ____ of the Disclosure
Statement to be delivered to _____________ as part of the Purchase
Agreement.

4. In preparing the Disclosure Statement I have made reasonable inquiries of
knowledgeable persons and reviewed relevant documentation and other
materials.

5. I believe that the representations and warranties contained in Section
____ of the Purchase Agreement and Schedule ____ of the Disclosure
Statement are accurate and complete in all material respects.

I understand that ________ intends to rely on this Certificate in connection
with the execution of the Purchase Agreement and delivery of the Purchase
Agreement and Disclosure Statement to ___________.
<PAGE> 31
- 2 -

IN WITNESS WHEREOF, I have executed this Certificate this ____ day of ______,

199_.

_________________________
Name

WITNESSES:

____________________
Name
____________________
Date

<PAGE> 32

EXHIBIT C

RETENTION AGREEMENT

AGREEMENT, dated 9 November 1994, between GENCORP INC. ("GenCorp"), an Ohio
corporation having offices at 175 Ghent Road, Fairlawn, Ohio 44333-3300, and
Roger I. Ramseier, an individual residing at 9475 King Road, Loomis, CA 95650
and currently employed by GenCorp's wholly-owned subsidiary, Aerojet-General
Corporation ("Aerojet").

1. Recitals
--------

1.1 STRATEGIC REVIEW: GenCorp is conducting a review of Aerojet's
operations to determine the strategic options respecting Aerojet's future
business prospects and operations, which options may include the sale of all or
some of its operations.

1.2 KEY EMPLOYEE: GenCorp has determined that you are a key employee of
Aerojet and are expected to make a major contribution to the successful
operation and profitability of Aerojet.

1.3 RETENTION OF SERVICES: GenCorp wishes to induce you and other key
employees to remain in Aerojet's employ during the strategic review mentioned
above and any subsequent period during which GenCorp and/or Aerojet are engaged
in negotiations for the sale of the Aerojet and/or its operations, thereby
assuring to Aerojet continuity of its management and your support and
assistance in connection with any such sale, and assuring to you continuity of
your employment, as hereinafter provided.

Therefore, in consideration of the mutual provisions hereof, you and GenCorp
agree as follows:
<PAGE> 33
- 2 -

2. Definitions
-----------

2.1 DEFINED TERMS: As used herein, each of the following terms whose
initial letter is capitalized will have the meaning corresponding thereto as
shown below:

(a) COMPARABLE EMPLOYMENT: Employment in any capacity, whether as an
employee, consultant, independent contractor, leased employee or otherwise,
which is broadly within the career scope indicated by your present and
previous training and positions and for which the annualized cash
compensation for services rendered (including salary, bonus, fees and
contractual payments of any kind) is not less than 85% of the sum of (i) your
base salary in effect as of a Termination Event, as determined in accordance
with Aerojet's normal compensation practices for executive employees, and
(ii) the year-end payment which Aerojet paid to you in respect of its last
full fiscal year preceding a Termination Event.

(b) PROTECTED PERIOD: The period of three consecutive years (i.e.,
1,095 consecutive days) commencing on the day that a Termination Event occurs
but not later than the earlier of (i) 1 November 1995, or (ii) an
announcement by GenCorp's Chief Executive Officer that GenCorp has ceased
further consideration of any sale of Aerojet or its operations.

(c) RETENTION PAY AND BENEFITS: The payments specified in Article 4
and the benefits specified in Section 4.5 and Article 5.

(d) SUCCESSOR EMPLOYER: Any person or legal entity that directly, or
indirectly through another person or legal entity, buys or otherwise acquires
either (i) from GenCorp all or substantially all of the shares of Aerojet's
capital stock or (ii) from Aerojet all or substantially all of Aerojet's
business assets or all or substantially all of the business assets associated
with Aerojet's electronic or propulsion operations, pursuant to an agreement
with GenCorp and/or Aerojet and approved by GenCorp's directors.
<PAGE> 34
- 3 -

(e) TERMINATION DATE: The date which is specified by Aerojet, GenCorp
or a Successor Employer for the discontinuance of your employment duties on
its behalf.

(f) TERMINATION EVENT: GenCorp's and/or Aerojet's execution of a
legally binding and final agreement, which is approved by GenCorp's and/or
Aerojet's directors and obligates (i) GenCorp to sell to another person or
legal entity all or substantially all of the shares of Aerojet's capital
stock or (ii) Aerojet to sell or otherwise transfer to another person or
legal entity (a) all or substantially all of its business assets or (b) all
or substantially all of the business assets associated with its electronic or
propulsion operations.

2.2 GENERAL: In addition to the foregoing defined terms, "you" and "your"
as used herein denote the employee who is a party to this Agreement, the
singular form of any term used herein includes the plural form and, unless
noted otherwise, "Article or "Section" refers to an Article or Section of this
Agreement.

3. Eligibility for Retention Pay and Benefits
------------------------------------------

3.1 ELIGIBILITY CONDITIONS: Subject to the provisions of Sections 3.2 and
3.3, you will be eligible to receive Retention Pay and Benefits if:

(a) Aerojet terminates your employment during the Protected Period
and, at that time, you are not employed by and/or have not been offered
Comparable Employment by GenCorp or a Successor Employer;

(b) GenCorp or a Successor Employer employs you after Aerojet
terminates your employment during the Protected Period and, thereafter,
terminates your employment during the Protected Period; or

(c) You elect to terminate your employment with Aerojet during the
Protected Period because Aerojet changes the terms of
<PAGE> 35
- 4 -

your employment and, thereafter, the terms of your employment with Aerojet
do not constitute Comparable Employment.

3.2 ADDITIONAL ELIGIBILITY CONDITIONS: To be eligible to receive Retention
Pay and Benefits, you also must satisfy each of the following conditions:

(a) Throughout the period of your employment with Aerojet and/or
GenCorp, you (i) continue to perform your duties diligently and loyally in
the best interests of GenCorp and Aerojet, (ii) provide support and
assistance in connection with any negotiations for a sale of Aerojet and/or
its operations, and (iii) use all reasonable efforts to administer,
implement and otherwise carry out any agreement for or related to the sale of
the shares of Aerojet's capital stock or any of Aerojet's assets in a manner
which will enable GenCorp and/or Aerojet to obtain in connection therewith
the maximum economic consideration and value consistent with the terms of
such agreement.

(b) You execute a Settlement Agreement and Release in substantially the
form attached hereto as Exhibit A, when your employment with Aerojet, GenCorp
and/or a Successor Employer terminates, as GenCorp may elect; and;

(c) Upon request by GenCorp or Aerojet, you execute and deliver to
GenCorp or Aerojet, as GenCorp may direct, one or more certificates
substantially in the form attached hereto as Exhibit B.

3.3 EXCLUSIONS: Other provisions hereof notwithstanding, you will not be
eligible to receive any Retention Pay and/or Benefits during the portion of the
Protected Period subsequent to any of the following events:

(a) You decline an offer of Comparable Employment by GenCorp or a
Successor Employer, which employment would commence within 90 days of the
Termination Date;
<PAGE> 36
- 5 -

(b) You accept an offer of employment (whether as an employee,
consultant, independent contractor, leased employee or otherwise) by GenCorp
or a Successor Employer at any time during the Protected Period, whether or
not such employment is Comparable Employment; provided that, if you accept an
employment offer by a Successor Employer but such employment is involuntarily
terminated by the Successor Employer within the Protected Period, you will be
eligible to receive a portion of the Retention Pay in accordance with Section
4.2;

(c) You voluntarily retire, resign or otherwise terminate your
employment with Aerojet, GenCorp or a Successor Employer, whether due to
death, disability or any other reason, except the reason specified in Section
3.1(c); or

(d) Aerojet and/or any Successor Employer terminates your employment
"for cause", as determined in accordance with Section 5.2 of the Aerojet
Involuntary Separation Pay Plan, or due to your breach of a fiduciary duty to
GenCorp, Aerojet and/or a Successor Employer.

4. Retention Pay and Outplacement Assistance
-----------------------------------------

4.1 RETENTION PAY AND OUTPLACEMENT ASSISTANCE: If you satisfy the
requirements of Section 3.1 and Section 3.2 and are not ineligible for any
reason specified in Section 3.3, GenCorp will pay and provide to you during the
portion of the Protected Period remaining after the Termination Date the
Retention Pay specified in Section 4.2 and the outplacement assistance
described in Section 4.4.

4.2 COMPUTATION OF RETENTION PAY: Your Retention Pay will be an amount
equal to (i) three times the sum of (A) your base salary in effect on the date
of the Termination Event, as determined in accordance with Aerojet's or
GenCorp's (as applicable) normal compensation practices for executive
employees, and (B) the year-end payment which Aerojet paid to you in respect of
Aerojet's fiscal year ended 30 November 1993, (ii) less the sum of the
following:
<PAGE> 37
- 6 -

(a) the amount of any separation, severance and/or termination pay to
which you are entitled due to the termination of your employment under (A)
any other individual employment, separation or severance agreement between
you and Aerojet, GenCorp and/or a Successor Employer and/or (B) any plan,
policy or practice of Aerojet, GenCorp and/or a Successor Employer, which
provides compensation upon termination of employment, and

(b) the amount of any compensation paid to you by Aerojet, GenCorp
and/or a Successor Employer for services rendered during the Protected Period,
whatever the form of such compensation may be.

Notwithstanding the foregoing, if you accept an employment offer by a Successor
Employer but such employment is involuntarily terminated by the Successor
Employer within the Protected Period, the amount of your Retention Pay shall
not exceed (i) the amount determined above without any reduction pursuant to
Section 4.2(b), (ii) multiplied by a fraction the numerator of which is the
number of months remaining in the Protected Period and the denominator of which
is 36.

4.3 Time of Payment
---------------

(a) GenCorp will pay your Retention Pay (subject to normal
withholdings) to you during the Protected Period at the times that regular
base salary payments are payable in accordance with GenCorp's payroll
schedule for corporate headquarters employees, in equal installments
determined by dividing the amount of your Retention Pay determined under
Section 4.2 by the number of pay periods remaining in the Protected Period
after the Termination Date, subject to GenCorp's right to accelerate payment
thereof at any time and for any reason.

(b) If you become eligible to receive Retention Pay as provided in Article
3 and thereafter are hired in any capacity (as
<PAGE> 38
- 7 -

an employee, consultant, independent contractor, leased employee or
otherwise) by Aerojet, GenCorp or a Successor Employer during the Protected
Period, payment of Retention Pay hereunder will cease.

(c) If you die during the Protected Period after you become eligible to
receive but prior to receiving all Retention Pay for which you are eligible
hereunder, GenCorp will pay to your spouse or estate a lump sum equal to the
amount of Retention Pay not paid prior to your death.

4.4 EXECUTIVE OUTPLACEMENT ASSISTANCE: If you satisfy the
requirements of Article 3 and become eligible to receive Retention Pay under
Section 4.1, GenCorp will pay or reimburse to you the expense of outplacement
assistance during the Protected Period, in an amount not to exceed fifteen
percent (15%) of your base salary in effect at the Termination Event. However,
GenCorp's obligation under the preceding sentence shall be offset and reduced
by any outplacement assistance which Aerojet and/or any Successor Employer
provides to you.

5. Retention Benefits
------------------

5.1 RETENTION BENEFITS: If you satisfy the requirements of Section 3.1 and
Section 3.2 and are not ineligible for any reason specified in Section 3.3,
then notwithstanding the continuation of your employment with Aerojet or your
acceptance of an employment offer by a Successor Employer, GenCorp will provide
to you during the portion of the Protected Period after termination of our
employment the Retention Benefits described in this Article 5:

5.2 Medical and Dental Benefits
---------------------------

(a) Subject to Section 5.2(b), you and your eligible dependents may
participate during the Protected Period in the GenCorp Medical Plan and, if
the Aerojet Dental Plan is no longer in operation, the GenCorp Dental Plan
("Health Plans"), subject to all terms and conditions thereof (including
without limitation all

<PAGE> 39
- 8 -

contributions, co-payments and deductibles), in effect during the Protected
Period.

(b) Coverage under the Health Plans for you and your eligible
dependents will be secondary to any medical and dental benefit plan or
program provided to you by any other employer, whether or not that employer
is Aerojet or a Successor Employer. For this purpose, you and your eligible
dependents will be deemed to participate in and be covered by any such
medical or dental benefit plan or program whenever such participation and/or
benefits are available to you, whether as an active employee, retiree or
eligible dependent thereof. However, you will not be deemed to participate
in such other plan or program solely because such participation is available
to you pursuant to ERISA Section 601 et. seq. ("COBRA").

(c) If you are employed by Aerojet or a Successor Employer,
contributions which you otherwise would be required to make under the Health
Plans may be suspended at your request, and your coverage under the Health
Plans will be suspended during such period. Thereafter, if your employment is
involuntarily terminated by Aerojet or a Successor Employer within the
Protected Period, you may, upon paying to GenCorp any required contributions
under the Health Plans, resume your participation in the Health Plans for the
remainder of the Protected Period.

(d) The extended periods of participation in the Health Plans provided
in accordance with Section 5.2(a) include, and are not in addition to, any
period of extended participation which may be provided under the terms of the
Health Plans. At the end of any such period of extended participation, you
may elect to continue participation for a period of eighteen months under the
terms of conditions of the Health Plans and pursuant to COBRA.

5.3 GENCORP STOCK OPTION PLAN. Subject to approval by the Compensation
Committee of GenCorp's Board of Directors, any unexercised portion of any
Option granted to you under the GenCorp
<PAGE> 40
- 9 -

Stock Option Plan prior to the termination of your employment with Aerojet will
remain in effect during the original term of the Option and will be or become
exercisable pursuant to the schedule set forth in Section 3 of the Option and
in accordance with the original terms of the Option, and any provision
requiring you to hold GenCorp shares issued pursuant to your exercise of rights
under such Options will be waived.

5.4 FINANCIAL PLANNING. If you currently are participating in Aerojet's
financial planning and/or tax assistance program and, additionally, Aerojet
terminates your employment during a Protected Period, GenCorp will pay or
reimburse to you the cost of comparable financial planning and/or tax
assistance during the remainder of the Protected Period less any amount payable
to you by Aerojet in respect of such services during the same period.

5.5 LIFE INSURANCE: During the Protected Period, GenCorp will provide to
you, under its group life insurance program, term life insurance coverage
equivalent to that available to you and in force as of the Termination Event,
subject to your payment of all required contributions and related taxes. This
Section 5.5 is not intended to, and does not, provide any extended insurance
coverage in the group universal life insurance program which is not funded by
GenCorp and requires you to pay all applicable insurance premiums and/or
contributions.

6. Termination of Employment
-------------------------

6.1 DATE OF TERMINATION: Notwithstanding any provisions of this Agreement,
the termination of your employment by Aerojet (or GenCorp, if applicable) shall
be deemed to occur as of the date specified by Aerojet or GenCorp for the
discontinuance of your duties. Therefore, except as provided in Sections 5.2,
5.3 and 5.5, or the terms of any employee benefit plan of Aerojet and/or
GenCorp, your participation as an active employee in any employee benefit plan
of Aerojet or GenCorp will cease on such date. Any Retention Pay paid to you
hereunder shall not be included in your earnings or compensation for purposes
of determining the amount of any benefit
<PAGE> 41
- 10 -

payable to you under any retirement plan, savings plan or other employee
benefit plan of Aerojet and/or GenCorp. Similarly, no part of any Protected
Period subsequent to the termination of your employment with Aerojet shall be
counted or included in your service for purposes of determining your benefits
under any such plan unless you are employed by GenCorp during such period.

6.2 YEAR-END PAYMENTS: Notwithstanding any other provisions of this
Agreement, you will be eligible to receive a year-end payment under Aerojet's
executive compensation program as follows: (1) For each fiscal year which ends
prior to the date your employment by Aerojet terminates, the full amount of
such year-end payment, and (2) for any partial fiscal year during which your
employment by Aerojet terminates, a portion of the year-end payment otherwise
determined for that fiscal year, which will be pro-rated based upon the
percentage of that fiscal year during which you were employed hereunder. The
amount of any such year-end payment will be subject to GenCorp's approval in
accordance with past practice and will be paid (subject to normal tax
withholding) at the time year-end payments normally are paid by Aerojet. If
you die prior to receiving any such year-end payment, the amount thereof will
be paid to your spouse or estate.

7. Miscellaneous
-------------

7.1 ASSIGNMENT: This Agreement requires you to perform personal services.
Accordingly, you may not assign any right, delegate any duty, or otherwise
transfer any interest hereunder, whether by operation of law or otherwise.

7.2 OTHER CONTRACTUAL RIGHTS: The provisions of this Agreement, and any
payment provided for hereunder, shall not reduce any amounts otherwise payable,
or in any way diminish your existing rights, or rights which would accrue
solely as a result of the passage of time, under any other employment agreement
or other contract, plan or arrangement with GenCorp which was in existence on
the date of this Agreement and which had been approved by GenCorp.
<PAGE> 42
- 11 -

7.3 BINDING AGREEMENT: This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representative, executor, administrators,
heirs, distributees and legatees.

7.4 MITIGATION OF DAMAGES: During the Protected Period, you will have no
duty to mitigate damages to be entitled to the Retention Pay and Benefits
provided under Articles 4 and 5, nor shall the amount of any such payment or
benefits be reduced by any compensation earned by you as the result of (i)
employment by any employer, except GenCorp, Aerojet and/or a Successor
Employer, or (ii) self-employment as a consultant, independent contractor or
otherwise, from any source, except GenCorp, Aerojet and/or a Successor
Employer.

7.5 GOVERNING LAW: The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Ohio, without giving effect to the principles of conflict of laws of such
State.

7.6 SETTLEMENT OF DISPUTES: In the event you disagree with GenCorp's
interpretation of any provision of this Agreement, you may refer such
disagreement to GenCorp's Chief Executive Officer for review and decision. If
you disagree with the decision by GenCorp's Chief Executive Officer, such
disagreement shall thereafter be settled in Akron, Ohio by arbitration in
accordance with the then-current Model Employment Arbitration Procedures of the
American Arbitration Association, before an arbitrator who is licensed to
practice law in the State of Ohio. Neither GenCorp nor you will initiate or
prosecute any lawsuit in any way related to the interpretation of this
Agreement. You and GenCorp will share equally the fees and expenses of the
arbitrator, and you will pay any additional expenses which you choose to incur
on your own behalf in connection with any such arbitration. GenCorp will pay
its own expenses.

7.7 NOTICES: For the purpose of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed as indicated below or to
such other address as any
<PAGE> 43
- 12 -

party may have furnished to the other in writing and in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.

If to GenCorp: GenCorp Inc.
175 Ghent Road
Fairlawn, Ohio 44333-3300

If to you: Roger I. Ramseier
9475 King Road
Loomis, CA 95650

7.8 TERMINATION: This Agreement will terminate automatically upon an
announcement by the Chief Executive Officer of GenCorp that GenCorp has ceased
further consideration of any sale of Aerojet or its operations.

Executed this ____ day of _______________, 1994.

GENCORP INC.

by: _____________________________

EMPLOYEE

________________________________
Signature of Employee
<PAGE> 44
EXHIBIT A

SETTLEMENT AGREEMENT AND RELEASE
--------------------------------

This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") between GENCORP INC.
("Company") and _____________ ("Employee") has been concluded in connection
with the involuntary termination of Employee's employment with the Company's
wholly-owned subsidiary, Aerojet-General Corporation ("Aerojet").

In consideration of the mutual provisions hereof, the Company and Employee
agree as follows:

ONE: Benefits.
--------

The Company will pay the Employee the separation pay and benefits
("benefits") to which the Employee, by entering into this Agreement, has become
entitled under the Retention Agreement entered into between the Employee and
the Company effective _________, 1994 ("Retention Agreement"). The Employee
agrees that these benefits are more than the Company and/or Aerojet is required
to pay under its normal policies and procedures.

TWO: Date of Payment.
---------------
Payment of benefits conditioned on this Agreement will be made at the
time or times called for in the Retention Agreement, but in no event before this
Agreement becomes irrevocable under Section Nine.
<PAGE> 45
- 14 -

THREE: Complete Release:
----------------

(a) RELEASE: The Employee irrevocably and unconditionally releases
all the claims described in subsection (b) that the Employee may now have (or
which may arise before the Employee's employment with Aerojet ends) against the
following persons or entities (the "Releasees"): The Company, all related
companies (including, but not limited to, Aerojet) and all of the Company's or
such related companies' predecessors and successors; and, with respect to each
such entity, all of its past and present employees, officers, directors,
stockholders, owners, representatives, assigns, attorneys, agents, insurers,
employee benefit programs (and the trustees, administrators, fiduciaries and
insurers of such programs) and any other persons acting by, through, under or
in concert with any of the persons or entities listed in this subsection.

(b) CLAIMS RELEASED: Except as provided in subsection (d), the
claims released include all claims, promises, debts, causes of action or similar
rights of any type or nature the Employee has or had which in any way relate to
(1) the Employee's employment with Aerojet, or the termination of that
employment, such as claims for compensation, bonuses, commissions, lost wages
or unused accrued vacation or sick pay, (2) the design or administration of any
employee benefit program or the Employee's entitlement to benefits under any
such program, (3) any rights the Employee has to severance or similar benefits
under any program, policy or procedure of the Company or Aerojet, except as
provided in the Retention Agreement, (4) any rights the Employee may have to
the continued receipt of health or life insurance-type benefits, except as
provided in the Retention Agreement, (5) any claims to attorneys fees or other
indemnities, and (6) any other claims or demands the Employee may on any basis
have. The claims released, for example, may have arisen under any of the
following statutes or common law doctrines.

(d) CLAIMS NOT RELEASED: This Agreement does not release (1) Any rights
or claims that arise under the Age Discrimination in Employment Act after this
Agreement was signed; or (2) the Employee's right to enforce this Agreement; or
(3) the Employee's rights to benefits under the Retention Agreement or the
Employee's rights, if any, to unpaid salary, pension and COBRA health benefits
under the Company's or Aerojet's standard compensation and benefits programs
applicable to the Employee, except to the extent the Employee's claim was
rejected or denied, either as to the Employee or as to other similarly situated
employees, before this Agreement became effective.

(e) OWNERSHIP OF CLAIMS: The Employee represents that the Employee has
not assigned or transferred, or purported to assign or transfer, all or any
part of any claim released by this Agreement.

FOUR: Employee's Promises.
-------------------

In addition to the release of claims provided for in Section Three,
the Employee also agrees to the following:

(a) EMPLOYMENT TO TERMINATE: The Employee acknowledges that his or
her employment with Aerojet has ended or will end on _________, ____, and it
will not be resumed again at any time in the
<PAGE> 48
- 5 -

future. The Employee understands that the Employee's employment with Aerojet,
the Company and all related companies will never be resumed again at any time
in the future.

(c) COMPANY PROPERTY TO BE RETURNED: The Employee promises that, on
or before the Employee's last day of work, the Employee will return to the
Company all files, memoranda, documents, records, copies of the foregoing,
credit cards, keys and any other Company or Aerojet property in the Employee's
possession or control.

(d) EMPLOYEE NOT TO HARM THE COMPANY: The Employee agrees not to
incur any expenses or obligations or liabilities on behalf of the Company and/or
Aerojet and agrees not to criticize, denigrate or otherwise disparage the
Company, Aerojet or any other Releasees.

FIVE: Non-Admission of Liability.
--------------------------

SIX: Consequences of Employee's Violation of Promises.
------------------------------------------------

SEVEN: PERIOD FOR CONSIDERATION OF AGREEMENT.
-------------------------------------

The Employee acknowledges that the Employee was given a period of at
least forty-five days to review and consider this Agreement before signing it.
The Employee further acknowledges that the Employee (1) took advantage of this
period to consider this Agreement before signing it, (2) carefully read this
Agreement, (3) fully understands it and is entering into it voluntarily.
<PAGE> 50
- 7 -

EIGHT: Encouragement to Consult with Attorney.
--------------------------------------

NINE: Effective Date of Agreement.
---------------------------

The Employee may revoke this Agreement within seven days after the
Employee signs it. The last day on which this Agreement can be revoked is
called the "Last Revocation Day." Revocation shall be made by delivering a
written notice of revocation to Gary J. Goberville, Vice President, Human
Resources, at GenCorp Inc. 175 Ghent Road, Fairlawn, Ohio 44333-3300, no later
than the close of business on the Last Revocation Day. If the Employee revokes
this Agreement, it shall not become effective and the Employee will not receive
the amounts or benefits described in Section One. If the Employee does not
revoke this Agreement, it shall become effective on the day after the Last
Revocation Day.

TEN: Severability.
------------

The provisions of this Agreement are severable. If any part of it
is found to be unenforceable, all other provisions shall remain fully valid and
enforceable.

ELEVEN: Governing Laws.
--------------

The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio, without giving
effect to the principles of conflict of laws of such State.
<PAGE> 51
- 8 -

TWELVE: Nature, Effect and Interpretation of this Agreement.
---------------------------------------------------

PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT A LAWYER IF YOU HAVE ANY
QUESTIONS OR CONCERNS. IT CONTAINS A RELEASE OF ALL CLAIMS, PRESENT OR FUTURE,
WHETHER KNOWN OR UNKNOWN.

Executed at __________________, ____________, this ____ day of

_______________, 19__.

EMPLOYEE

_____________________
Signature of Employee

GENCORP INC.

By:___________________
<PAGE> 53
EXHIBIT B

CERTIFICATE
-----------

I, ____________ the _________ of AEROJET-GENERAL CORPORATION do hereby
certify to _______________ as follows:

1. In my capacity described above, I am responsible for management of the
___________ function.

3. I have participated in the preparation of parts ____ of the Disclosure
Statement to be delivered to _____________ as part of the Purchase
Agreement.

4. In preparing the Disclosure Statement I have made reasonable inquiries of
knowledgeable persons and reviewed relevant documentation and other
materials.

IN WITNESS WHEREOF, I have executed this Certificate this ____ day of ______,

199_.

_________________________
Name

WITNESSES:

____________________
Name
____________________
Date

<PAGE> 55

EXHIBIT D

GENCORP INC.

LONG-TERM INCENTIVE PROGRAM

Effective January 27, 1993
And As
Amended March 31, 1993
<PAGE> 56
<TABLE>
<CAPTION>
GENCORP INC.
LONG-TERM INCENTIVE PROGRAM

Table of Contents

Page
----
<S> <C> <C> <C>
Article 1 Establishment, Purpose and Duration of Program 1

1.1 Establishment 1
1.2 Purpose 1
1.3 Effective Date 1
1.4 Duration of Program 1

Article 2 Definitions and Interpretation 1

2.1 Definitions 1
2.2 Gender and Number 4
2.3 Time of Exercise 5
2.4 Amendments 5
2.5 Severability 5

Article 3 Overview of Program 5

Article 4 Performance Awards 6

4.1 Eligibility for Performance Awards 6
4.2 Performance Criteria 6
4.3 Performance Goals 7
4.4 Amounts of Performance Awards 7

Article 5 Performance Periods 8

5.1 Performance Periods 8

Article 6 Payment of Awards 8

6.1 Payment of Awards 8
6.2 Nontransferability 8
6.3 Tax Withholding 8
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
Article 7 Rights to Performance Awards After
Death, Disability, Retirement or Other
Termination of Employment 9

7.1 Death 9
7.2 Disability 9
7.3 Retirement 9
7.4 Termination For Other Reasons 10

Article 8 Beneficiary Designation 10

8.1 Designation 10
8.2 Effectiveness 10
8.3 Revocation 11

Article 9 Rights of Employees 11

9.1 Participation 11
9.2 Employment 11
9.3 Transfer 11
9.4 Compensation 11

Article 10 Administration 12

10.1 Committee 12
10.2 Power of the Committee 12
10.3 Committee Decisions 12
10.4 Delegation 12

Article 11 Disputes 13

11.1 Disputes 13
11.2 Notice 13
11.3 Decision 13
11.4 Lawsuit 14

Article 12 Amendment and Termination 14

12.1 Amendment and Termination 14
12.2 Performance Awards 14

Article 13 Indemnification 14
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
13.1 Indemnity 14
13.2 Additional Right 15

Article 14 Miscellaneous 15

14.1 Unfunded Program 15
14.2 Costs of Program 15
14.3 Governing Law 15
</TABLE>
<PAGE> 59
GENCORP INC.
LONG-TERM INCENTIVE PROGRAM
(As Amended March 31, 1993)

1. Establishment, Purpose and Duration of Program
----------------------------------------------

1.1 ESTABLISHMENT: GenCorp Inc. hereby establishes a long-term
incentive program, as set forth herein, which will be called "GenCorp Inc.
Long-Term Incentive Program".

1.2 PURPOSE: The purpose of the program is to promote the success
and enhance the value of the Company by linking the personal interests of
Participants to the interests of the Company's shareholders and providing to
Participants an incentive for outstanding performance. The program also is
intended to provide to the Company flexibility in its ability to hire,
motivate, and retain the services of Participants whose judgment, interest and
efforts contribute significantly to the successful conduct of the Company's
business.

1.3 EFFECTIVE DATE: When approved by the Company's Directors, the
program will become effective on the Effective Date, January 27, 1993.

1.4 DURATION OF PROGRAM: The program will commence on the Effective
Date and will remain in effect until terminated by the Directors in accordance
with Section 12.1.
<PAGE> 60
- 2 -

2. Definitions and Interpretation
------------------------------

2.1 DEFINITIONS: Whenever used in the program, the following
words shall have the meanings set forth in this Section 2.1 and, when such
meaning is intended, the initial letter of the word will be capitalized.

(a) ANNUAL COMPENSATION: The sum of (i) the base salary
paid to a Participant during a Fiscal Year while the Participant is
employed in an Eligible Position, and (ii) that portion of the
Participant's year-end payment for such fiscal year which is
determined by the Directors to be attributable to the Participant's
employment in such Eligible Position.

(b) AVERAGE ANNUAL COMPENSATION: If a Performance Period
includes two or more Fiscal Years, the sum of a Participant's Annual
Compensation in each such Fiscal Year, divided by the number of such
Fiscal Years (even if the Participant did not have Annual Compensation
in all Fiscal Years in the Performance Period).

(d) CODE: The Internal Revenue Code of 1986.
<PAGE> 61
- 3 -

(e) COMMITTEE: The Compensation Committee of the
Directors or other committee designated by the Directors as provided
in Section 10.1.

(f) COMPANY: GenCorp Inc., an Ohio corporation having
its registered offices at 175 Ghent Road, Fairlawn, Ohio 44333-3300.

(g) DIRECTOR: A person elected by the Company's
shareholders or Directors pursuant to the Company's Articles of
Incorporation and Code of Regulations to serve, and who serves during
the term of this program, as a director of the company.

(h) DISABILITY: A permanent and total disability,
physical or mental, as defined in the GenCorp Long-Term Disability
program and as determined by the Committee.

(i) ELIGIBLE POSITION: A position of employment with the
Company specified by the Directors in Part A of the Appendix for each
Performance Period.

(j) EMPLOYEE: Each full-time salaried employee
(including, without limitation, a Director who also is an employee) of
the Company or a Participating Subsidiary, who is not in a bargaining
unit represented by a labor organization.
<PAGE> 62
- 4 -

(k) FISCAL YEAR: The Company's fiscal year which is
the annually recurring period of twelve (12) consecutive calendar
months, commencing on December 1 and ending on November 30.

(l) PROGRAM: The GenCorp Inc. Long-Term Incentive
Program, as described in this document.

(m) PARTICIPANT: An Employee who is employed, during a
Performance Period, in an Eligible Position specified by the Directors
for such Performance Period.

(n) PARTICIPATING SUBSIDIARY: Any domestic corporation
in which the Company owns directly, or indirectly through a
subsidiary, at least fifty percent (50%) of the total combined voting
power of all classes of stock and whose directors adopt and ratify the
Program in a manner determined by the Committee.

(o) PERFORMANCE AWARD: A cash payment determined
pursuant to Article 4 and paid to a Participant pursuant to Article 6.

(p) PERFORMANCE CRITERIA: The measures of economic
achievement selected by the Directors for a specific Performance
Period and set forth in Part B of the Appendix for that Performance
Period in accordance with Section 4.2.
<PAGE> 63
- 5 -

(q) PERFORMANCE GOALS: The specified levels of economic
achievement, based on the selected Performance Criteria, established
by the Directors and set forth in Part C of the Appendix for each
Performance Period in accordance with Section 4.3.

(r) PERFORMANCE PERIOD: Each successive and overlapping
period of three consecutive Fiscal Years authorized by the Directors
in accordance with Section 5.1.

2.2 GENDER AND NUMBER: Except as otherwise indicated by the context,
any masculine term used herein also includes the feminine; any singular term
includes the plural thereof; and any plural term includes the singular thereof.

2.3 TIME OF EXERCISE: Any action or right specified in the Program
may be taken or exercised at any time and from time to time unless a specific
time is designated herein for the taking or exercise thereof.

2.4 AMENDMENTS: The Program and each law and/or regulation mentioned
herein will be deemed to include each and every amendment thereof.

2.5 SEVERABILITY: If any provision of the Program is held illegal or
invalid for any reason, the illegal or invalid provision will be severed and,
to the extent possible, the remaining provisions of the program will be
enforced as if such illegal or invalid provision had not been included herein.
<PAGE> 64
- 6 -

3. Overview of the Program
-----------------------

The Program is designed to allow Participants to earn cash Performance
Awards based upon attainment by the Company and/or the appropriate operating
segment (Aerojet, Automotive or Polymer Products) of specific Performance Goals
established by the Directors for each Performance Period. For each Performance
Period, the Directors shall set forth in an Appendix hereto (i) the Eligible
Positions specified by the directors as Participants in the Program, (ii)
Performance Criteria (Section 4.2), (iii) Performance Goals and a description
of how the relative attainment of Performance Goals by the Company and the
operating segments affect the Performance Award for the holder of each Eligible
Position (Section 4.3), and (iv) a schedule of Participants' eligibility for
Performance Awards based upon the degree of attainment of Performance Goals
(Section 4.4).

4. Performance Awards
------------------

4.1 ELIGIBILITY FOR PERFORMANCE AWARDS: Upon attainment and
satisfaction of the Performance Goals and other specific terms and conditions
established in accordance with this Article 4, each Participant shall be
entitled to receive a Performance Award following the conclusion of the
applicable Performance Period. A Performance Award shall constitute a cash
payment calculated as a percentage of the Participant's Average Annual
Compensation in accordance with Section 4.4.
<PAGE> 65
- 7 -

4.2 PERFORMANCE CRITERIA: For the purpose of setting Performance
Goals, the Directors shall establish Performance Criteria for each Performance
Period. The Directors may use such measures as return on total capital, return
on assets employed, return on equity, earnings growth, revenue growth, cash
flow, comparisons to peer companies or such other measure or measures of
performance in such manner as the Directors deem appropriate. Different
Performance Criteria may be established for each operating segment and for the
Company as a whole. The Performance Criteria established by the Directors for
each Performance Period shall be set forth in Part B of the Appendix applicable
to that Performance Period.

4.3 PERFORMANCE GOALS: Based upon the Performance Criteria chosen
for a Performance Period, the Directors shall establish precise measures of
achievement as specified Performance Goals for that Performance Period. The
Directors may specify different Performance Goals for each segment, for each
division within each segment, and for the Company as a whole and may determine
separately the applicability and relative weighting of such different
Performance Goals for each Eligible Position. Such Performance Goals and the
application and weighting of such Performance Goals for each Eligible Position
shall be set forth in Part C of the Appendix for each Performance Period. A
Participant who occupies, successively, more than one Eligible Position during
a Performance Period shall have his Performance Award determined on a pro rata
basis based upon the Performance Goals applicable to each such Eligible
Position.
<PAGE> 66
- 8 -

4.4 AMOUNTS OF PERFORMANCE AWARDS: The amount of a Participant's
Performance Award, if any, shall be determined in accordance with a schedule
set forth in Part D of the Appendix for each Performance Period. Such schedule
will be determined by the Directors for each Performance Period, and generally
will provide a Performance Award payable as either (i) a specified percentage
of the Participant's Average Annual Compensation for attainment of the
threshold, target or maximum Performance Goal established by the Directors,
(ii) a prorated percentage of the Participant's Average Annual Compensation
upon attainment of a level of economic achievement greater than the threshold
Performance Goal but less than the target Performance Goal, or (iii) a prorated
percentage of the Participant's Average Annual Compensation upon attainment of
a level of economic achievement greater than the target Performance Goal but
less than the maximum Performance Goal.

5. Performance Periods
-------------------

5.1 PERFORMANCE PERIOD: Subject to the Directors' adoption of
Performance Criteria and Performance Goals pursuant to Article 4, there shall
be successive and overlapping Performance Periods having a duration of three
fiscal years each. The First Performance Period shall commence on December 1,
1992 and terminate on November 30, 1995.
<PAGE> 67
- 9 -

6. Payment of Awards
-----------------

6.1 PAYMENT OF AWARDS: Payment in settlement of a Performance Award
shall be made as soon as practicable following the conclusion of the respective
Performance Period in cash.

6.2 NONTRANSFERABILITY: All rights to payment under Performance
Awards shall be nontransferable other than by will or by the laws of descent
and distribution in accordance with Article 7 hereof.

6.3 TAX WITHHOLDING: The Company shall have the right to deduct from
any payment made under the program any federal, state or local taxes of any
kind required by law to be withheld with respect to such payments or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligation for the payment of such taxes.

7. Rights to Performance Awards After Death, Disability,
Retirement or Other Termination of Employment
-----------------------------------------------------

7.1 DEATH: If a Participant's employment with the Company or a
Participating Subsidiary terminates by reason of death, the Participant's
Beneficiary shall be entitled to receive, at such times as normally payable,
(i) any Performance Award due to the Participant at the time of his death for
any Performance Period already completed, and (ii) any
<PAGE> 68
- 10 -

Performance Award which would become payable for any Performance Period which
has not been completed at the time of his death.

7.2 DISABILITY: If a Participant's employment with the Company or a
Participating Subsidiary terminates by reason of disability, the Participant
shall be entitled to receive, at such times as normally payable, (i) any
Performance Award due to the Participant at the time of his employment
termination for any Performance Period already completed, and (ii) any
Performance Award which would become payable for any Performance Period which
has not been completed at the time of his employment termination.

7.3 RETIREMENT: If a Grantee's employment with the Company or a
Participating Subsidiary terminates by reason of retirement, the Participant
shall be entitled to receive, at such times as normally payable, (i) any
Performance Award due to the Participant at the time of his retirement for any
Performance Period already completed, and (ii) any Performance Award which
would become payable for any Performance Period which has not been completed at
the time of his retirement.

7.4 TERMINATION FOR OTHER REASONS: Upon termination of a
Participant's employment with the Company or a Participating Subsidiary for any
reason other than those specified in Sections 7.1 through 7.3 above, the
Participant shall be entitled to receive, at such times as normally payable,
any Performance Award due to him for any Performance Period already
<PAGE> 69
- 11 -

completed. However, the Participant shall not be entitled to receive any
Performance Award for any current Performance Period.

8. Beneficiary Designation
-----------------------

8.1 DESIGNATION: A Participant may name any Beneficiary
(contingently or successively) to whom any benefit under the Program is to be
paid if the Participant dies before receiving such benefit. Absent such
designation, any benefit which is due but not paid to a Participant under the
program during his lifetime will be payable to the Participant's estate.

8.2 EFFECTIVENESS: The designation of a Beneficiary will be
effective only when the Participant designates his Beneficiary in the form
prescribed by the Company and delivers it to the Company's Secretary during the
Participant's lifetime.

8.3 REVOCATION: The designation of a Beneficiary as herein provided
will revoke each prior designation of a Beneficiary by the Participant.

9. Rights of Employees
-------------------

9.1 PARTICIPATION: Except as provided in Article 4, no Employee will
have the right to participate in the Program or, having been a Participant for
any Performance Period, to
<PAGE> 70
- 12 -

continue to be a Participant in any subsequent Performance Period.

9.2 EMPLOYMENT: Nothing in the Program will interfere with or limit
the right of the Company or a Participating Subsidiary to terminate any
Participant's employment, nor confer to any Participant any right to continue
in the employ of the Company or a Participating Subsidiary.

9.3 TRANSFER: For purposes of the program, transfer of a
Participant's employment between the Company and a Participating Subsidiary or
between Participating Subsidiaries will not be deemed a termination of
employment.

9.4 COMPENSATION: No benefit or other amount paid to a Participant
pursuant to the Program will be included in the Participant's compensation or
earnings for purposes of any pension or other employee benefit program of the
Company or any Participating Subsidiary.

10. Administration
--------------

10.1 COMMITTEE: The Compensation Committee of the Directors (or any
other committee of not less than three (3) Directors, which the Directors may
appoint) will administer the Program. No member of the Committee may be an
Employee.
<PAGE> 71
- 13 -

10.2 POWER OF THE COMMITTEE: The Committee will have full authority
and power to (i) interpret and construe the Program; and (ii) establish, amend
and/or waive rules and regulations for the Program's administration.

10.3 COMMITTEE DECISIONS: The Committee will make all determinations
and decisions hereunder by not less than a majority of its members. The
Committee may act or take action by written instrument or vote at a meeting
convened after reasonable notice. The Committee's determinations and decisions
hereunder, and related orders or resolutions of the Directors, will be final,
binding and conclusive on all persons, including the Company, its stockholders,
Participating Subsidiaries, employees, Participants and Beneficiaries.

10.4 DELEGATION: The Committee may delegate any authority or power
conferred to it under the Program as and to the extent permitted by law.

11. Disputes
--------

11.1 DISPUTES: The Committee will have full and exclusive authority
to determine all disputes and controversies concerning the interpretation of
the Program to the fullest extent permitted by law.

11.2 NOTICE: If any Participant disputes any decision or
determination by the Committee, the Company or any Participating Subsidiary
concerning the administration of the
<PAGE> 72
- 14 -

Program or any provision of the Program, the Participant must give written
notice to the Committee as to such dispute at least ninety (90) days prior to
commencing any lawsuit or legal proceeding in connection therewith. The
Participant must give such notice of dispute by delivering to the Company's
Secretary written notice which identifies the dispute and any provision of the
Program in question. Such notice will be a condition of participation in the
Program and failure to satisfy such condition will extinguish all rights of the
Participant to any payment pursuant to the Program.

11.3 DECISION: Promptly (but within seventy-five (75) days after
notice of dispute), the Committee will review and decide the dispute and give
the Participant written notice of its decision. Except as provided in Section
11.4, the Committee's decision will be final and binding on the Company, the
Company's shareholders, Participating Subsidiaries, and the Participant
(including his Beneficiary).

11.4 LAWSUIT: A Participant may institute a lawsuit in connection
with the Committee's decision involving his rights under the Program within one
hundred and eighty (180) days after receiving the Committee's decision, but
such lawsuit will be limited to whether the Committee acted in good faith and
its decision was reasonable under the circumstances and in light of the
information available to and considered by the Committee.
<PAGE> 73
- 15 -

12. Amendment and Termination
-------------------------

12.1 AMENDMENT AND TERMINATION: The Directors may terminate, amend,
or modify the Program at any time or for any reason.

12.2 PERFORMANCE AWARDS: No termination, amendment, or modification
of the Program will in any manner adversely affect any Participant's rights to
receive a Performance Award previously earned under the Program.

13. Indemnification
---------------

13.1 INDEMNITY: The Company will defend and indemnify each person who
is or has been a member of the Committee in respect of any claim which is
asserted against him and is based on his action or failure to take action under
or in connection with the program or any agreement related to the Program;
provided that such person gives the Company notice of such claim, cooperates
with the Company in defense of such claim, permits the Company to control the
defense of such claim prior to his undertaking any defense on his own behalf
and confers to the Company full authority to compromise and settle the claim.

13.2 ADDITIONAL RIGHT: The indemnity provided under Section 13.1 will
be in addition to, and not in lieu of, any other right of indemnification to
which such person may be entitled
<PAGE> 74
- 16 -

under the Company's Code of Regulations, as a matter of law or otherwise, and
will not exclude any other power that the Company may have to defend and
indemnify him.

14. Miscellaneous

14.1 UNFUNDED PROGRAM: The Program shall be unfunded and the Company
shall not be required to segregate any assets that may at any time be
represented by Performance Awards under the program. Any liability of the
Company to any person with respect to any Performance Award under the Program
shall be based solely upon any contractual obligations that may be effected
pursuant to the Program. No such obligation of the Company shall be deemed to
be secured by any pledge of, or other encumbrance on, any property of the
Company.

14.2 COSTS OF PROGRAM: The costs and expenses of administering the
Program shall be borne by the Company.

14.3 GOVERNING LAW: To the extent not preempted by federal law, the
Program and all agreements hereunder will be governed by and interpreted in
accordance with the laws of the State of Ohio.

<PAGE> 75

EXHIBIT E

RESTRICTED STOCK AGREEMENT

GENCORP INC.

November 1994

AGREEMENT, Made in Fairlawn, Ohio as of November 9, 1994 between GenCorp Inc.,
an Ohio corporation ("Company") and the undersigned non- employee director of
the Company ("Director").

Whereas the Company desires to increase Director's identification with the
interests of its shareholders and to increase Director's compensation for
service on the Board of Directors of the Company ("Board") by granting to
Director 1,000 (One Thousand) shares of GenCorp Inc. Common Stock, $0.10 par
value per share ("Shares"), subject to the conditions and restrictions set
forth in this Restricted Stock Agreement ("Agreement").

NOW, THEREFORE, In consideration of the premises and the mutual covenants set
forth in this Agreement and for other good and valuable consideration, the
parties hereto agree as follows:

1. GRANT OF SHARES. As consideration for services to be rendered as a
member of the Board, the Company will issue in the name of the Director 1,000
Shares which shall be subject to restrictions described below and shall be
legended as having been issued in a private transaction not registered with the
Securities and Exchange Commission.

2. ESCROW OF SHARES DURING RESTRICTION PERIOD. In aid of the restrictions
to which the Shares shall be subject pursuant to this Agreement, the Shares
shall be deposited with the Shareholder Services Department of the Company
which serves as Transfer Agent for the Company's Common Stock and shall be so
held by the Company during the period of Director's service on the Board
("Restriction Period").

3. SHAREHOLDER RIGHTS. Director shall, during the Restriction Period, have
the right to vote all Shares deposited hereunder and to receive all dividends
and other distributions paid with respect to such Shares.
<PAGE> 76
- 2 -

4. AUTOMATIC DIVIDEND REINVESTMENT. As to the Shares deposited hereunder,
Director shall be automatically enrolled in GenCorp's Automatic Dividend
Reinvestment Service ("Service"), pursuant to the "Terms and Conditions of
Participation" as set forth in the brochure provided to Director herewith.
Additional shares of GenCorp common stock accumulated pursuant to the dividend
reinvestment feature shall be freely transferable, subject to the terms and
conditions of the Service. Director may decline to participate in such Service
by so indicating below his signature on this Agreement.

5. ADJUSTMENTS. Shares issued pursuant to this Agreement and held by the
Company during the Restriction Period will be subject to the same adjustment,
if any, accorded to all other outstanding shares in the event of (i) any
change in the total number of shares of common stock of the Company outstanding
or the number or kind of securities into which shares have been changed, (ii)
any reorganization or change in the Company's capital structure, or (iii) any
other transaction or event having an effect similar to the foregoing.

6. VESTING. Unless vesting is accelerated pursuant to paragraph 9 hereof,
ownership of the Shares deposited hereunder shall vest irrevocably in the
Director, subject to the other terms and restrictions of this Agreement,
pursuant to the following schedule:

<TABLE>
<CAPTION>
Number of Shares Vesting Date Total Shares Vested
- - ---------------- ------------ -------------------
Vested To Date
------ -------
<S> <C> <C>
200 November 9, 1994 200
200 November 9, 1995 400
200 November 9, 1996 600
200 November 9, 1997 800
200 November 9, 1998 1,000
</TABLE>

7. RESTRICTIONS ON TRANSFER. During the Restriction Period, the Shares may
not be sold, transferred, pledged, assigned, alienated or hypothecated, or
otherwise transferred to another person whether by operation of law or
otherwise, except by will, the laws of descent and distribution or a qualified
domestic relations order.

8. BENEFICIARY DESIGNATION. Director may designate any beneficiary or
beneficiaries (contingently or successively) to whom Shares are to be paid if
Director dies during the Restriction Period, and may at any time revoke or
change any such designation. Absent such designation, any Shares which are
due to Director under this Agreement upon Director's death will be payable to
Director's estate. The designation
<PAGE> 77
- 3 -

of a Beneficiary will be effective only when Director has delivered a completed
Designation of Beneficiary form to the Company's Secretary. A successive
designation of Beneficiary will revoke a prior designation.

9. TERMINATION DUE TO DEATH, DISABILITY, OR RETIREMENT. If
Director's service on the Board terminates by reason of his or her death,
disability or retirement under the Non-Employee Directors' Retirement Plan,
Shares not already vested, if any, shall automatically vest, the Restriction
Period shall terminate and all restrictions shall lapse.

10. TERMINATION DUE TO OTHER REASONS. If Director's service on
the Board terminates for any reason other than a reason set forth in paragraph
9 above, the number of Shares which have not vested prior to such date of
termination will be forfeited and cancelled as of such date. Notwithstanding
the foregoing, by a majority vote of the directors then in office (with the
terminating director abstaining), the Board shall have the right, in its sole
discretion, to waive the forfeiture of all or any portion of such Shares
subject to such terms as it deems appropriate.

11. DISPUTES. The Board shall have full and exclusive authority
to determine all disputes and controversies concerning the interpretation of
this Agreement by a majority vote of the directors then in office (with any
disputing director abstaining).

12. NOTICES. All written notices and communications directed to
the Company pursuant to this Agreement must be addressed to GenCorp Inc., 175
Ghent Road, Fairlawn, Ohio 44333-3300; Attention: Secretary. All
communications directed to Director pursuant to this Agreement will be mailed
to the Director's current address as recorded on the payroll records of the
Company.

13. GOVERNING LAW. To the extent not preempted by federal law,
this Agreement will be governed by and interpreted in accordance with the laws
of the State of Ohio.
<PAGE> 78
- 4 -

IN WITNESS WHEREOF, this Agreement has been executed by a duly
authorized officer of the Company and by the Director as of the 9th day of
November, 1994.

GENCORP INC.

By:__________________________
J. B. Yasinsky
Chief Executive Officer

Agreed to and accepted:

__________________________________
Director Signature*

TO OPT OUT OF PARTICIPATION IN THE COMPANY'S AUTOMATIC DIVIDEND REINVESTMENT
SERVICE, INITIAL THE STATEMENT BELOW:

____ I DO NOT ELECT TO PARTICIPATE IN THE AUTOMATIC DIVIDEND REINVESTMENT
SERVICE

*Sign and return one copy by December 1, 1994 to GenCorp Inc., 175 Ghent Road,
Fairlawn, Ohio 44333-3300; Attention: Secretary.

restragr.cas

EXHIBIT F

GENCORP INC.
COMPUTATION OF EARNINGS PER COMMON SHARE

<CAPTION>
YEARS ENDED NOVEMBER 30,
----------------------------------
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
EARNINGS (LOSS) (Dollars in Millions)
Income (Loss) Before Cumulative Effect of
Accounting Changes............................... $ (13.0) $ 42.8 $ 22.1
Cumulative Effect of Accounting Changes............ (212.7) -- --
-------- -------- --------
Net Income (Loss) for Primary Earnings Per Share... $ (225.7) $ 42.8 $ 22.1
Tax Affected Interest Expense Applicable to 8%
Convertible Subordinated Debentures.............. 5.5 5 .5 1.9
-------- -------- --------
Net Income (Loss) for Fully Diluted Earnings Per
Share............................................ $ (220.2) $ 48.3 $ 24.0
======== ======== ========
SHARES (In Thousands)
Weighted Average Number of Common Shares
Outstanding for Primary Earnings Per Share....... 31,797 31,730 31,729
Assuming Conversion of 8% Convertible Subordinated
Debentures....................................... 7,158 7,158 2,470
-------- -------- --------
Weighted Average Number of Common Shares
Outstanding for Fully Diluted Earnings Per
Share............................................ 38,955 38,888 34,199
======== ======== ========
EARNINGS (LOSS) PER SHARE
Income (Loss) Before Cumulative Effect of
Accounting Changes............................... $ (.41) $ 1.35 $ .70
Cumulative Effect of Accounting Changes............ (6.69) -- --
-------- -------- --------
Net Income (Loss) for Primary Earnings Per Share... $ (7.10) $ 1.35 $ .70
======== ======== ========
Fully Diluted Earnings (Loss) Per Share............ $ (7.10) $ 1.24 $ .70
======== ======== ========
</TABLE>

EXHIBIT G

LISTING OF GENCORP INC. SUBSIDIARIES(1)

<CAPTION>
STATE OR PERCENTAGE
JURISDICTION OF OF VOTING
INCORPORATION OWNERSHIP
--------------- ----------
<S> <C> <C>
Aerojet-General Corporation(2)..................................... Ohio 100.
Aerojet Ordnance Tennessee, Inc.................................... Tennessee 100.
Chemical Construction Corporation.................................. Delaware 100.
General Applied Science Laboratories, Inc.......................... New York 100.
GenCorp International.............................................. Ohio 100.
Penn Racquet Sports Co. (Ireland).................................. Ireland 100.
Penn Europe GmbH................................................... Germany 100.
GenCorp S.A.R.L.................................................... France 100.
GenCorp Canada Inc................................................. Canada 100.
HENNIGES Elastomer- und Kuntstofftechnik
GmbH & Co. KG.................................................... Germany 100.
RKO General, Inc................................................... Delaware 100.
RKO Hotel Group, Inc............................................... Delaware 100.
RKO Hotels, Inc.................................................... Delaware 100.
Genco Insurance Limited............................................ Bermuda 100.
GenCorp Export Corporation......................................... Virgin Islands 100.
GenCorp Investment Management, Inc................................. Ohio 100.
GKK Automotive Co., Ltd............................................ Ohio 60.
GT Automotive Co., Ltd............................................. Ohio 60.
</TABLE>

- - ---------------

(1) GenCorp Inc. conducted business using the names GenCorp, GenCorp Automotive
and GenCorp Polymer Products.

(2) Aerojet-General Corporation conducted business using the names Aerojet ASRM
Division, Aerojet Electronic Systems Division and Aerojet Propulsion
Division.

<PAGE> 1
EXHIBIT H

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp Inc.
hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), 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, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1994 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, 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 he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
or agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This Power of Attorney
expires March 1, 1995.

/s/ R. K. Jaedicke
------------------
R. K. Jaedicke, Director

Dated: January 24, 1995
----------------
<PAGE> 2
POWER OF ATTORNEY

/s/ P. X. Kelley
----------------
P. X. Kelley, Director

Dated: January 25, 1995
----------------
<PAGE> 3
POWER OF ATTORNEY

/s/ R. D. Kunisch
-----------------
R. D. Kunisch, Director

Dated: January 25, 1995
----------------
<PAGE> 4
POWER OF ATTORNEY

/s/ J. Lafontant-Mankarious
---------------------------
J. Lafontant-Mankarious, Director

Dated: January 25, 1995
----------------
<PAGE> 5
POWER OF ATTORNEY

/s/ J. M. Osterhoff
-------------------
J. M. Osterhoff, Director

Dated: January 25, 1995
----------------
<PAGE> 6
POWER OF ATTORNEY

/s/ P. J. Phoenix
-----------------
P. J. Phoenix, Director

Dated: January 25, 1995
----------------
<PAGE> 7
POWER OF ATTORNEY

/s/ R. B. Pipes
---------------
R. B. Pipes, Director

Dated: January 25, 1995
----------------
<PAGE> 8
POWER OF ATTORNEY

/s/ A. W. Reynolds
------------------
A. W. Reynolds, Director

Dated: January 25, 1995
----------------
<PAGE> 9
POWER OF ATTORNEY

/s/ J. R. Stover
----------------
J. R. Stover, Director

Dated: January 25, 1995
----------------

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<CASH> 22,400
<SECURITIES> 7,300
<RECEIVABLES> 190,100
<ALLOWANCES> 0
<INVENTORY> 158,100
<CURRENT-ASSETS> 420,800
<PP&E> 1,294,400
<DEPRECIATION> 728,400
<TOTAL-ASSETS> 1,455,200
<CURRENT-LIABILITIES> 367,300
<BONDS> 115,000
<COMMON> 3,200
0
0
<OTHER-SE> (10,100)
<TOTAL-LIABILITY-AND-EQUITY> 1,455,200
<SALES> 1,739,500
<TOTAL-REVENUES> 1,739,500
<CGS> 1,525,300
<TOTAL-COSTS> 1,725,700
<OTHER-EXPENSES> 4,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,500
<INCOME-PRETAX> (21,700)
<INCOME-TAX> 8,700
<INCOME-CONTINUING> (13,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (212,700)
<NET-INCOME> (225,700)
<EPS-PRIMARY> (7.10)
<EPS-DILUTED> (7.10)

</TABLE>