Preface

The following policies provide a uniform philosophy for the conduct of GenCorp’s business affairs. They are statements of our broad governing principles and apply across the Company. They should not be modified.

With the approval of the Chief Executive Officer, GenCorp’s senior management may issue policies on other subjects, or directives for implementing policies as they apply to specific functions or business operations.

As an employee of the Company, please familiarize yourself with these policies and conform your conduct to them.

Policy 1: Code of Business Conduct

Purpose

This policy sets forth the standard of conduct for all employees of GenCorp and all of its subsidiaries.

Policy

Preamble

Directors, officers, and employees of GenCorp and its subsidiaries (collectively, the "Company") must adhere to appropriate legal and ethical practices. Their conduct must not only be within the limits of the law, but must go beyond strict legal compliance to avoid any improper action that could discredit the Company.

All Company personnel must be aware of, and conform to, the laws and ethical requirements that govern our business. Any improper activity, such as bribes, kickbacks, illegal political contributions, fraud, personal use of proprietary or inside information, improper disposal of waste, or other conduct that violates applicable laws and regulations enacted to protect the environment, and false recordkeeping is forbidden.

Other activity which would cause the Company or its customers embarrassment, adverse publicity, or public censure should be avoided, regardless of whether or not it violates the law. Company personnel are expected to act with integrity and use sound judgment to avoid inappropriate conduct.

This Code of Business Conduct applies to all Company personnel, but an individual subsidiary may issue more detailed rules pertaining to subjects addressed here in order to comply with laws applicable to that subsidiary's business.

Knowledge of Rules

All Company personnel are accountable for knowing and understanding the legal rules and Company policies that relate to the performance of their duties. Questions or concerns about applicable rules should be brought to the attention of a supervisor or a Company attorney before taking any action. The rules that follow provide the direction you need to make ethical decisions and sound judgments in sensitive or questionable situations.

Business Entertainment

We abide by the established practices in the markets we serve. In industrial and commercial fields, reasonable customer hospitality (lunch or dinner, golf outings, or inexpensive gifts) is acceptable practice. Federal government practices and policies, however, tend to be very strict.

The offer, delivery, or promise of a gift or favor to officers or employees of the U.S. Government for the purpose of influencing official acts or rewarding performance of such acts, is a criminal offense punishable by fine and/or imprisonment. State law also forbids commercial bribery, and gifts to union officials and organizers are forbidden by the National Labor Relations Act.

Company personnel must also comply with various laws and rules of federal and state agencies and departments, as well as customers, which can differ regarding the acceptance of gratuities. In unclear cases, Company personnel should seek legal advice from a Company attorney. If in doubt, it is best not to offer gratuities.

In no instance should any Company personnel offer to provide to any officer or employee of any customer, supplier, or individual, anything that their employer prohibits them from receiving. When dealing with personnel of foreign, state, or local governments, the same constraints apply.

Entertainment costs should be reasonable. Under no circumstances should entertainment of any guests by Company personnel consist of lavish affairs, extravagant trips, or expensive gifts that could embarrass the Company or the recipient.

Political Contributions

Company personnel are free to support the parties or candidates of their choice with their own funds. The Company will not reimburse any employee or Director for a political contribution. Company funds cannot be used to make a political contribution, either directly or indirectly.

The GenCorp Political Action Committee (GenPAC) is the vehicle by which any federal contributions will be made. GenPAC is overseen by a board of directors and all GenPAC contributions must be approved by a contributions committee.

In those instances where a political contribution by Company is allowable (e.g. state ballot propositions, some local elections, and in some foreign countries), the contribution request must be initiated by the Vice President of Corporate Communications and approved by the appropriate Company officers, including the General Counsel.

Bribes, Kickbacks and Payoffs

No payment or arrangement of any kind is allowable if it is illegal under United States law or the law of any country affected by the payment or arrangement. Nor is any payment allowed, even though it may be technically legal, which could embarrass the Company. This applies to all payments, direct or indirect, such as commissions, fees, or other types of payments to an attorney, salesman, agent, consultant, individual or other entity when part of the payment is to be used as a bribe, kickback, or other illegal offering.

In certain situations, custom or etiquette may sanction the giving of relatively small gratuities (e.g. tips) to lower-level foreign government employees for performing purely ministerial (i.e. non discretionary) duties. All such "gifts" must be approved by the General Counsel or designee.

Conflict of Interest

  1. Personal Conflicts
    Company personnel may engage in activities outside of the Company which do not conflict or appear to conflict with, or impair performance of their Company duties. Company personnel must ensure that all business decisions made on behalf of the Company are based on sound Company business principles and not on private interests which could influence, or appear to influence, objective decisions.

    Company personnel and their family members should not have a direct or indirect financial interest in customers or competitors of the Company or in organizations that provide goods and services to the Company. Arms length modest investments in publicly traded stocks of those companies is permitted.

    Written approval must be obtained from the Vice President, Human Resources, and an employee's department Manager and Director before establishing any relationship, including employment, consulting, or accepting a position as a board member or company officer, with any supplier, competitor, customer, or potential customer.

    All potential and actual conflicts of interest or material transactions or relationships that reasonably could be expected to give rise to such a conflict must be communicated to the General Counsel, who will take steps to ensure that a member of the Law Department who is uninvolved in the circumstances giving rise to the potential or actual conflict of interest will review the matter.

  2. Executive Loans
    Except for certain allowable pre-2002 transactions, the Company shall not extend credit or arrange for the extension of credit in the form of a personal loan to any director or officer.

  3. Hiring of Employees of Independent Auditor
    The Company shall not hire, in the capacity of chief executive officer, controller, chief financial officer, chief accounting officer or equivalent position, any individual who was employed by the Company's independent auditor and who participated in any capacity in the audit of the Company within the one-year period prior to the date of hire.

    The Company shall not appoint as its independent auditor any registered public accounting firm with whom an individual serving in the capacity of chief executive officer, controller, chief financial officer, chief accounting officer, or equivalent position for the Company was employed within the one-year period prior to such appointment.

Acceptance of Gratuities

No Company personnel may solicit or accept, for either personal or Company use, from any supplier or potential supplier any gift or entertainment that exceed clearly accepted business practice. Suppliers are not to be solicited to support any Company-sponsored function. Sound judgment must be used when receiving unsolicited gratuities or other material. If in doubt regarding whether or not the receipt of an item meets clearly accepted business practice, Company personnel should have the item reviewed by the General Counsel or designee and if appropriate, it should be returned to the contributor.

Reciprocal Arrangements

Purchasing decisions and decisions to place any supplier on a bidding list must be based solely on considerations of quality, price, service, financial responsibility, and maintenance of adequate and reliable sources of supplies. It is improper for any Company personnel to coerce suppliers to buy or use any goods or services sold by the Company. Reciprocal sales or purchase agreements are strictly prohibited.

Confidentiality

During employment or any time after leaving the Company, Company personnel will not use or divulge any data, trade secret or confidential information of the Company, its customers or its suppliers, without the prior written consent of the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its customers or its suppliers, if disclosed.

Confidential, proprietary information should be distributed on a need-to-know basis only. Company personnel must have adequate information about the Company's operations as it relates to their jobs to enable them to carry out their work successfully. However, confidential, proprietary information should not be distributed indiscriminately. If any Company personnel has a question as to whether disclosure is authorized, the individual should check with a supervisor or a Company attorney before distributing such information.

Confidential, proprietary information will not be discussed with non-Company personnel unless they need to know the information and have signed an appropriate confidentiality agreement. Upon leaving the Company, or at the Company's request, Company personnel agree to return all materials relating to the Company's business which were in their possession or under their control while they were with the Company.

Corporate Opportunities

Company personnel are prohibited from:

  1. Taking for themselves personally opportunities that are discovered through the use of corporate property, information or position

  2. Using corporate property, information, or position for personal gain

  3. Competing with the Company.

Use of Company Assets

Company personnel are responsible for ensuring that corporate assets are used only for valid corporate purposes. Company assets are much more than our equipment, inventory, corporate funds or office supplies; they include concepts, business strategies and plans, financial data, intellectual property rights and other information about our business. These assets may not be improperly used to provide personal gain for Company personnel or others.

Employees should not perform outside work, or engage in any activity not connected to their job duties or obligations for or to the Company, on Company premises or during work hours. Incidental personal use of Company assets such as telephones and personal computers shall be governed by specific directives issued by the Company or by the applicable subsidiary or business unit.

Fair Dealing

Every employee shall endeavor to deal fairly with the Company's customers, suppliers, competitors, and employees. No employee should take unfair advantage of any person through harassment, intimidation, manipulation, concealment, abuse of privileged information, misrepre-sentation of material facts, or any other unfair-dealing practice.

Disclosure

Employees of the Company and its subsidiaries, as well as members of the Board of Directors and any Company representative who regularly communicates with outside individuals concerning the Company, will ensure that communications to the public about the Company are:

  1. Full, fair, timely, factual, accurate, and understandable

  2. Meet all legal requirements

This policy applies to all disclosures of material information about the Company included in reports and documents that the Company files with the SEC as well as in other written disclosures, oral statements, visual presentations, web sites, press conferences, and media calls.

Insider Trading

No director, officer, or other employee of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities:

  1. Buy or sell the common stock of the Company (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1, or engage in any other action to take personal advantage of that information or

  2. Pass that information on to others outside the Company, including family and friends.

In addition, no director, officer, or other employee of the Company who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company's securities until the information becomes public or is no longer material (see Policy 14 for details).

Harassment

The Company prohibits harassment of any kind, whether physical or verbal in nature, that is based on an individual's race, color, national origin, ancestry, religion, religious creed, sex, age, sensory, physical or mental disability, medical condition, pregnancy, childbirth or related medical conditions, marital status, sexual orientation, gender identity, veteran status, or any protected status of an individual that is prohibited by law.

Harassment of Company employees by any Company personnel or by any non-employee, is prohibited. In addition, harassment by Company personnel of non-employees with whom the Company personnel have a business, service, or professional relationship is prohibited.

The Company also prohibits harassment of any kind in retaliation for reports made in good faith about violations of the law, rules, regulations, the Code of Business Conduct or Policies of the Company (see Policy 11 for details).

Waivers

A waiver of a provision of the Code of Business Conduct or a Policy for any officer or director may be granted only by the Board of Directors or a committee of the Board of Directors and must be promptly disclosed to shareholders in accordance with applicable law. A waiver for any other employee may be granted only by the General Counsel.

Disciplinary Action

Appropriate disciplinary action will be taken against any employee who violates the Company's Code of Business Conduct, which could include discharge, criminal prosecution, or initiation of civil litigation. Action may be particularly severe for those employees in positions of responsibility who knew or reasonably could have known of suspected violations. Any employee who believes that another Company employee may be in violation of the Code of Business Conduct or a related Policy of the Company has an obligation to bring the situation to the attention of that employee, to an appropriate supervisor, or the General Counsel or designee.

GenCorp Compliance Hotline

If you have questions or concerns regarding legal and ethical practices, or if you believe there may be a situation involving a potential violation, you are encouraged to call the GenCorp Compliance Hotline: 888-736-9839 (Outside the United States and Canada use 770-613-6314) or similar phone lines established by subsidiary companies.

GenCorp Directive (GENCORP-D01-0007): "Reporting Complaints About Accounting, Internal Accounting Controls and Auditing Matters (Non-Employee)

GenCorp Directive (GENCORP-D01-0008): "Reporting Violations of Law or Company Policy (GenCorp Employee)

Retaliation

The Company will not permit retaliation for reports made in good faith about violations of the law, rules, regulations, this Code of Business Conduct, or related Policies of the Company.

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Policy 2: Corporate Management

Purpose

This policy states GenCorp's principles that govern the administration and delegation of authority within GenCorp Inc. and its subsidiaries (collectively, the "Company").

Policy

The Directors of GenCorp have the legal authority and power to act for GenCorp on all matters, except those reserved for the shareholders or a specific officer by law, or by GenCorp's Articles of Incorporation or Code of Regulations.

The Directors have delegated, by resolution and practice, broad authority to conduct the ordinary business operations of the Company to the Chief Executive Officer.

The Chief Executive Officer has delegated to various officers of the Company the authority necessary to conduct and supervise the ordinary business operations of their respective functions.

The Chief Executive Officer has exclusive authority to issue GenCorp policies. Such policies will apply uniformly to all areas of the Company without exception or modification. The functional officers may issue directives relative to the scope of their respective functional activities throughout the Company consistent with GenCorp policies.

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Policy 3: Legal & Ethical Conduct

Purpose

This policy states GenCorp's policy concerning compliance with the law and the highest ethical standards in the conduct of its business and prescribes the procedures designed to promote compliance with the law and ethical standards.

Policy

GenCorp Inc. and all of its subsidiaries (the "Company") and all of the Company's employees shall conduct all aspects of the Company's business in compliance with applicable laws, in accordance with the highest standards of personal and professional ethics, and shall maintain the Company's reputation for conducting its business as a law-abiding and ethical company.

Employees

Each employee:

  1. Has duty to understand the laws, or related practices and procedures applicable to the performance of his or her duties and to the business where each is employed.

  2. Shall refrain from taking any action on the Company's behalf which the employee knows, or reasonably should know, violates any applicable law or ethical standard.

  3. Has an obligation to report immediately to his supervisors, the Ethics Officer assigned to his facility, or a Company attorney, any situation relating to the Company which appears to:

Company

The Company will:

  1. Provide legal and technical services to promote a general understanding of laws and ethical standards.

  2. Inform employees about the laws and ethical standards relevant to their conduct of the Company's business.

  3. Provide advice and guidance about applicable legal requirements and compliance measures

  4. Generally promote compliance with applicable laws and ethical standards.

  5. Maintain procedures designed to assure compliance with this policy by encouraging employees to disclose to the Company any known or suspected violations of the law, or other improper activities, by the Company or any of its employees in the conduct of the Company's business. In this respect, the Company will:

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Policy 4: Conflicts of Interest & Commercial Relations

Purpose

This policy state the Company's position concerning conflicts of interest and the receipt or granting of benefits intended to influence business decisions.

Policy

Conflicts of Interest

Employees and Directors of GenCorp and its subsidiaries (collectively, the "Company") are prohibited from having any direct or indirect interest, except for modest investments in publicly traded stocks, in any customer or competitor of the Company, or in any organization that provides goods or services to the Company. This prohibition extends to:

  1. An employee's or Director's immediate family members

  2. A trust or estate which is controlled by an employee, Director, family member of either, or which such person has a substantial beneficial interest

  3. A company or organization of which an employee, Director, or family member of either is a partner, director, officer, or ten percent owner.

Commercial Relations

The Company forbids the granting of personal benefits which are intended to influence business decisions to employees of firms with which the Company has business associations. The Company also forbids the receipt by its employees of personal benefits intended to influence their decisions from firms or persons with which the Company has business associations. All benefits and entitlements pertaining to Company business activities must flow exclusively to the business entities involved and not to the employees of those entities.

Employees must comply with the known policies and instructions of its suppliers, customers, and others with whom the Company does business, restricting or prohibiting the giving or taking of entertainment, gifts, gratuities, or other personal payments for benefits.

The Company recognizes that commercial business communication may be facilitated by modest and appropriate gifts and entertainment not intended to influence business decisions or judgment. Reasonable gifts and entertainment of such nature are not forbidden by this policy.

To be considered reasonable, a gift must not create embarrassment or cause an adverse reaction if the full facts were widely known to the public, government officials, competitors, the officers of the Company, or the officers of the other firms involved. Such gifts are inappropriate in dealing with federal, state, or local government employees and officials, and may be prohibited by law in certain circumstances. Company employees should consult the detailed guidance provided by the Law Department regarding such gifts.

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Policy 5: Antitrust & Trade Relation Laws

Purpose

This policy state GenCorp's policy concerning competition and compliance with antitrust and trade regulation laws in the conduct of its business.

Policy

GenCorp Inc., including all of its subsidiaries (the "Company"), will make no efforts to reduce or eliminate competition in an illegal manner. The Company's policy on legal and ethical conduct requires compliance with all laws and regulations, including those related to monopolies, restraints of trade, unfair competition, discrimination in prices and services, deceptive trade practices, and other antitrust laws, whether domestic or foreign.

The Company forbids all of its employees from entering into any agreement or arrangement or engaging in any conduct that violates any of the antitrust or trade regulation laws.

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Policy 6: Political Contributions

Purpose

This policy states GenCorp's policy concerning political contributions made by or on behalf of GenCorp and it subsidiaries (collectively, the "Company").

Policy

GenCorp will make all political contributions in compliance with all applicable laws, whether domestic or foreign. Any political contribution request made from Company funds must be initiated by the Vice President of Corporate Communications and approved by the appropriate Company officers, including the General Counsel. Any contribution made from funds of GenCorp's political action committee, GenPAC, must be approved by the GenPAC Contribution Board.

This policy applies to contributions to political parties and candidates and to persons or organizations acting on their behalf. It applies to the use of corporate or political action committee funds if the contribution is made to a third party with the knowledge or understanding that all or part of the money will be used to contribute to a party or candidate.

It also applies to contributions made to support or defeat issues placed on federal, state or local ballots (such as tax levies, referendum issues, constitutional amendments and other public policy initiatives), and to contributions made in the United States and in foreign countries.

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Policy 7: Internal Control

Purpose

This policy states GenCorp's policy on internal financial and accounting controls and procedures

Policy

GenCorp and its subsidiaries (collectively, the "Company") must maintain a comprehensive internal control structure and procedures designed to provide reasonable assurance that Company books and records accurately reflect Company transactions, that assets are protected from unauthorized use or disposition, that financial data and reports are safeguarded against material fraud and error, and that financial statements are prepared in conformity with generally accepted accounting principles.

No funds or other assets belonging to the Company or derived from its operations (regardless of the purposes or the use to which the assets are applied) may be maintained in any account not appropriately reflected in the books and records of GenCorp and subject to audit by Internal Auditing and GenCorp's independent accountants. No false or fictitious entry may be made on the books and records of the Company, nor any entry made which does not truly reflect the nature of the transaction recorded. Where an inadvertent error is discovered, it will be corrected as soon as possible, leaving an appropriate audit trail to reflect the correction. Accurate and adequate supporting documents are required for all transactions, and accountability for assets is to be maintained at all times. Financial and operating information reported internally and externally is to be current, accurate, complete and timely.

To assure effective internal controls, the Company will maintain an internal audit staff which conducts an ongoing internal audit program to test and evaluate the effectiveness of the internal control structure and procedures for financial reporting at Company business units. Internal Audit is responsible for independently evaluating and promoting effective internal controls.

The Company also seeks to assure the accuracy, objectivity and integrity of its financial records and data by developing and distributing written policies and procedures. The Company selects and trains qualified employees, maintains organizational structures and arrangements with defined lines of responsibility and delegation of authority, and conducts regular reviews of financial practices, records, and results.

The Company's communication programs are designed to assure that all employees understand the Company's commitment, and the requirement for their commitment, to adhere to the highest standards of legal and ethical conduct. Internal control is a dynamic process. It requires refinement as businesses and personnel change. Company management and all employees must continuously seek to assure that internal control objectives are met.

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Policy 8: Environmental, Health and Safety (EH&S)

Purpose

This policy states GenCorp's policy pertaining to environmental, health and safety issues and matters for the corporation and all of its subsidiaries ("the Company").

Policy

The Company will conduct its business with due regard for the preservation and protection of the natural environment and human health and safety. Accordingly, the Company must develop, manufacture, distribute and dispose of its products and materials in a manner consistent with sound and legal environmental, health, and safety practices for the benefit of its employees, shareholders, customers, and communities.

Company

The company will:

  1. Comply with applicable valid laws and regulations and establish and maintain programs and procedures to assure that those laws and regulations are known and followed by its employees.

  2. Minimize any undue risk to health, safety or the environment in connection with the conduct of its business, including product development, manufacturing operations, handling of materials and disposal of wastes, distribution of its products, and reasonable use of its products.

  3. Employ and/or retain the services of qualified technical and legal personnel to promote recognition and understanding of environmental, health and safety risks, and responsibilities for compliance with this policy and applicable legal requirements.

  4. Use the expertise of legal, communications, financial, accounting, technical, human resources, and environmental, health and safety personnel to provide integrated direction and guidance to employees in the form of procedures, training, program assistance, and auditing of performance.

  5. Communicate and instill among employees at all levels of the Company a commitment to environmental, health, and safety protection and their personal responsibility and accountability for adopting and implementing sound environmental, health, and safety practices as part of their job.

  6. Require its business units to promote continuous improvement and to establish progressive and sound policies, procedures, and practices consistent with this policy.

Business Unit Assistance

The Company will assist each of its business units to:

  1. Establish environmental, health, and safety programs and procedures designed to comply with applicable laws, government regulations, and Company policies and procedures.

  2. Identify and manage environmental, health, and safety matters inherent in, or resulting from, its operations and products.

  3. Identify and evaluate the environmental, health, and safety effects of materials and products handled, used and sold in the course of business, and disclose any significant findings to persons who may be adversely affected.

  4. Identify, evaluate, and use recycling and other waste management and reduction techniques, where practical, to reduce the waste generated by the Company's operations.

  5. Establish and administer emergency response and communications plans designed to mitigate the potential effects of an accident or other incident involving potentially significant risk to health, safety, or the environment.

  6. Cooperate constructively with the Company's staff departments, trade associations, governmental agencies and other organizations to develop equitable, effective and realistic laws and regulations.

  7. Establish goals, objectives, and programs to reduce or avoid the creation of waste and pollution and minimize the risk of accidents or injury in the workplace, and report at least annually to the Chief Executive Officer the progress in meeting such goals and objectives and implementing such programs.

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Policy 9: Work Environment

Purpose

GenCorp and its subsidiaries (collectively the "Company") seek to maintain a work environment that encourages teamwork and acknowledges the expertise and opinion of each employee.

Policy

The Company is committed to providing a safe and secure environment, competitive pay and benefits, a work place that treats all with respect and dignity, and encourages improvement in work-related skills through development opportunities. This also includes non-traditional work schedules that fit our location business needs.

The Company operates in a team-oriented environment and provides guidelines to govern personal conduct, performance, and relations with others. Employees are responsible for conducting themselves in accordance with such guidelines.

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Policy 10: Equal Employment Opportunity

Purpose

GenCorp and its subsidiaries (collectively, the "Company") seeks to achieve diversity and provide equal employment opportunities and non-discrimination in employment practices.

Policy

The Company values the contributions of every employee, and recognizes that people with unique backgrounds and experiences contribute to the strength of our company. Our commitment to a diverse workforce extends to every employee, customer, and supplier.

All employment actions by the Company, including recruiting, hiring, job assignment, job transfers, training, educational assistance, promotion, demotion, termination, layoff, recall, compensation and benefits will be conducted without regard to race, color, national origin, ancestry, religion/religious creed, sex, age, sensory, physical or mental disability, medical condition, pregnancy, childbirth, or related medical conditions, marital status, sexual orientation, gender identity, veteran status, or any other factor prohibited by federal, state or local laws.

The Company is committed to complying fully with applicable disability laws requiring reasonable accommodations to qualified individuals with disabilities in order to assure that individuals with disabilities enjoy equal access to employment and the benefits and privileges of employment. To the extent required by applicable law, the Company will provide reasonable accommodation to the known disability of any qualified individual with a disability unless to do so would cause undue hardship.

Additionally, to the extent required by applicable law, the Company will make reasonable accommodation for the bona fide religious beliefs and practices of applicants and employees unless to do so would cause an undue hardship.

Any employee who believes he or she is being subjected to discriminatory conduct in violation of this Policy by a co-worker, supervisor, manager or any other individual (whether employed by the Company or not), or who believes that his or her employment is being adversely affected by such conduct, must immediately notify the facility Human Resources Manager, any other Human Resources Representative, your designated facility ethics officer, or a Company attorney.

You may also use the Company's Compliance Hotline (888-763-9369). All reports will be forwarded to a Company attorney. These are the individuals who are authorized by this Policy to receive and act upon complaints of discrimination on behalf of this Company. If you are not promptly contacted by Human Resources or by a Company attorney after making your initial report, you are to renew your report to the Vice President of Human Resources. Any member of the Human Resources staff is available to any employee for general consultation regarding this Policy.

The Company forbids retaliation against any person for reporting conduct in violation of this Policy, or for assisting another employee or applicant in making a report, for cooperating in an investigation or for filing an administrative claim with the EEOC or any state agency. Anyone who observes or is subject to retaliatory conduct must immediately report such inappropriate conduct by the method described above, so that the alleged conduct can be promptly and thoroughly investigated and appropriate action taken.

The Company will take affirmative steps to assure compliance with this Policy. The Company will conduct periodic reviews of employment, compensation, benefits, training, management development, promotion and termination practices within its business units to ensure compliance with this policy and legal requirements. The responsibility for the success of equal employment opportunity rests with the management of the Company. All employees, however, are expected to demonstrate commitment to the Company's equal employment opportunity and diversity objectives.

Anyone found to have violated this Policy may be subject to disciplinary action up to and including termination.

Nothing within this Policy, however, changes the at-will nature of all employment by the Company, nor is it intended to create any implied or express contract of employment.

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Policy 11: Policy Against Sexual and Other Workplace Harassment

Purpose

GenCorp and its subsidiaries (collectively, the "Company") believes in respecting the dignity of every employee and expects every employee to show respect for all of our colleagues, customers, and vendors. Respectful, professional conduct furthers the Company's mission, promotes productivity, minimizes disputes, and enhances our reputation. The Company is committed to providing a work environment that is free of unlawful discrimination including harassment that is based on any legally protected status.

Policy

The Company forbids sexual and other workplace harassment and specifically prohibits any unwelcome conduct that is based on an individual's race, color, national origin, ancestry, religion/religious creed, sex, age, sensory, physical or mental disability, medical condition, pregnancy, childbirth, or related medical conditions, marital status, sexual orientation, gender identity, veteran status, or any other protected status of an individual or that individual's associates or relatives that is prohibited by law.

The Company also forbids any employee, supervisor, partner, officer, director, vendor, client or agent of the Company to harass any Company employee or applicant or any other person who provides services to the Company pursuant to a contract.

Harassment includes any unwelcome or unsolicited verbal, physical, or visual conduct based on protected status which interferes with an employee's job performance or which creates an intimidating, hostile, or offensive working environment. Among the types of unwelcome conduct prohibited by this policy are epithets, slurs, stereotyping, intimidating acts, and the circulation or posting of written or graphic materials that show hostility toward individuals because of their protected status. The Company prohibits that conduct even if it is not sufficiently severe or pervasive to constitute unlawful harassment.

Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal, physical, or visual conduct based on sex. Such conduct is unlawful when:

  1. Submission to such conduct becomes an implicit or explicit term or condition of employment, or

  2. Submission to or rejection of the conduct is used as a basis for any employment decision, or

  3. The conduct has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive work environment.

Sexual harassment includes gender-based harassment, which often is sexual in nature but sometimes is not. This Policy forbids harassment based on gender regardless of whether the offensive conduct is sexual in nature. Any unwelcome conduct based on gender is also forbidden by this Policy regardless of whether the individual engaged in the harassment and the individual being harassed are the same or different genders.

Examples

Some examples of what may be considered harassment, depending on the facts and circumstances, include the following:

  1. Verbal harassment, including derogatory or vulgar comments regarding a person's race, color, national origin, ancestry, religion/religious creed sex, age, sensory, physical or mental disability, medical condition, pregnancy, childbirth, or related medical conditions, marital status, sexual orientation, gender identity, veteran status, or any other protected status of an individual or that individual's associates or relatives that is prohibited by law.

  2. Physical harassment, including hitting, pushing, or other aggressive physical contact, including threats to take such action.

  3. Sexual harassment including:

  4. Sexual favoritism in the making of any employment decision. Sexual favoritism can occur whenever a supervisor or manager makes a decision based upon an employee's receptiveness to sexual advances.

  5. Conduct of any kind in retaliation for reports made in good faith about violations of the law, rules, regulations, the Code of Business Conduct (see Policy 1 above), or Policies of the Company.

Reporting

Any employee who believes he or she has been subjected to or witnessed any conduct that is inconsistent with this Policy must immediately notify the facility Human Resources Manager, any other Human Resources Representative, your designated facility ethics officer, or a Company attorney. You may also use the Company's Compliance Hotline (888-763-9369), where your report will be forwarded to a Company attorney. These are the individuals who are authorized by this Policy to receive and act upon complaints of harassment or discrimination on behalf of this Company.

If you are not promptly contacted by Human Resources or by a Company attorney after making your initial report, you are to renew your report to the Vice President of Human Resources. Any member of the Human Resources staff is available to any employee for general consultation regarding this policy.

Any manager or supervisor who is aware of conduct inconsistent with this Policy or who receives a report of conduct inconsistent with this Policy is to report immediately to the facility Human Resources Manager or any other Human Resource Representative.

Company Response

The Company will promptly and thoroughly investigate all reports of conduct that is inconsistent with this Policy. The Company may put reasonable interim measures in place while the investigation proceeds. The Company will take further action appropriate under the circumstances once the report has been thoroughly investigated. That action may be a conclusion that a violation occurred, as explained immediately below. The Company might also conclude, depending on the circumstances, either that no violation of policy occurred or that the Company cannot conclude whether or not a violation occurred.

If an investigation reveals that a violation of this Policy or any other inappropriate conduct has occurred, then the Company will take corrective action, including discipline up to and including termination, as is appropriate under the circumstances, regardless of the job positions of the parties involved. The Company may discipline an employee for any inappropriate conduct discovered in investigations, regardless of whether the conduct amounts to a violation of law or even a violation of this Policy. If the person who engaged in harassment is not employed by the Company, then the Company will take whatever corrective action is reasonable and appropriate under the circumstances.

In investigating and in taking any appropriate action, the Company will attempt to preserve confidentiality to the extent that the needs of the situation permit.

No Retaliation Allowed

No retaliation or adverse actions will be taken against any employee who, in good faith, reports prohibited conduct, assists another in making a report, cooperates in the investigation, or who files a claim with any federal or state agency. Anyone who experiences or witnesses any conduct they believe to be retaliatory should immediately follow the reporting procedures set forth above.

Responsibility

Everyone at the Company is responsible to help keep our workplace free from prohibited discrimination or harassment. Everyone is expected to avoid any behavior or conduct that could reasonably be interpreted as prohibited harassment.

Management at every Company location is responsible for posting this policy in a conspicuous place and assuring that it is enforced.

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Policy 12: Emergency Planning and Disaster Recovery

Purpose

This policy addresses those actions, plans, and notification processes that are required in the event of certain emergencies or disasters affecting any business location of GenCorp and its subsidiaries (collectively, the "Company").

Policy

  1. Any event that occurs that meets the following criteria needs to be reported immediately to the GenCorp Vice President, Environmental, Health and Safety. The criteria are:

  2. Emergency Action Plans must be developed to address specific types of events or conditions that may arise. Each such plan should:

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Policy 13: Protection of Company Assets

Purpose

This policy states GenCorp's policy concerning the protection and safeguarding of assets of GenCorp and its subsidiaries (collectively, the "Company").

Policy

The proper use of Company assets is critical to our performance and accountability to our shareholders, and to our relations with our customers and community. Assets may include and are not limited to cash, equipment, information, tools, electronic files, business processes, manufacturing methods, trade secrets, intellectual property, and records. In addition, assets of customers or suppliers must be used only for purposes specified by contract requirements or government regulations.

Cash or Monetary Assets

Funds, cash or other negotiable assets of the Company. The disbursement and/or transfer of cash or monetary assets must reflect proper authorization, be in accordance with Company procedures and must be adequately documented.

Property

Company owned and government owned equipment, facilities and computers must be used for authorized business purposes only. Accountability for company and government owned property requires that it be maintained, accounted for and, as necessary, disposed of properly as directed in Company procedures

Information and Intellectual Property

Knowledge, information, or know-how provides a competitive advantage and is considered intellectual property. Employees must protect Company intellectual property which can include but is not limited to proprietary information, technical designs, company or employee records, and information learned in a partnership or team arrangement.

Records

May be in either electronic or paper mediums. The use, retention, disposal, or alteration of any records must be adequately documented as directed in Company procedures.

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Policy 14: Insider Trading

Purpose

This directive ensures that all directors, officers, and employees (collectively "GenCorp personnel") of GenCorp and its subsidiaries (collectively, "GenCorp") comply with applicable laws and regulations concerning securities trading (commonly known as "insider trading").

Policy

  1. All GenCorp personnel shall comply with all applicable securities laws. GenCorp personnel must never:

  2. While in possession of material non-public information, GenCorp personnel and their families, and any entity for whom a GenCorp Director serves as its representative on the GenCorp Board of Directors, are prohibited from trading in any GenCorp securities in which such persons (and their families) or entity has a "beneficial" or financial interest, or over which such person exercises investment control, including but not limited to, transfers to or from the GenCorp Stock Fund in GenCorp's 401(k) plan, or changes in the employee contribution amount, or investment allocation under GenCorp's 401(k) plan.

  3. An individual's failure to comply with this Insider Trading Policy may subject such individual to GenCorp -imposed sanctions, including dismissal for cause, whether or not such individual's failure to comply results in a prosecution or other enforcement of insider trading laws.

  4. Non-public information means information about GenCorp that is not known to the public-at- large.

  5. Information is considered material if a reasonable investor would consider it important in deciding whether to trade. Examples of material information include:

Post-Termination Transactions

This Insider Trading Policy continues to apply to transactions in GenCorp securities even after a director, officer, or employee leaves GenCorp. If an individual is in possession of material non-public information when such individual leaves GenCorp, such individual may not trade in GenCorp securities until that information has become public or is no longer material.

Special Restrictions for the Window Group

GenCorp imposes special restrictions (including trading only during trading windows as discussed below) on GenCorp Directors and specified officers and employees with regard to trading in GenCorp securities. Except for trades made subject to an approved 10b5-1(c) trading plan, these restrictions govern even though trading may be permissible under law, and apply to the following persons, hereafter referred to as the "Window Group."

The Chief Executive Officer shall issue a directive under this policy which directive shall set forth the names of the Window Group. Such directive shall be updated on the first business day of each fiscal year by the Chief Executive Officer to reflect the then current members of the Window Group.

Trading Window

Members of the Window Group generally may trade in GenCorp securities only during the period beginning two full business days following the public release of GenCorp's quarterly or annual results and ending two weeks prior to the end of GenCorp's fiscal quarter or fiscal year. Even during a trading window, trading in GenCorp securities is not permitted if an individual is in possession of material non-public information. No member of the Window Group may trade GenCorp securities during any period in which participants in GenCorp's 401(k) plan are restricted from transferring their interests out of the GenCorp Stock Fund. GenCorp may close a trading window early at any time, as deemed appropriate by senior management.

In the event of a hardship, a member of the Window Group may petition GenCorp's General Counsel for permission to trade outside of the trading window, assuming the person does not possess any material non-public information. Hardship exceptions should be requested at least two days in advance of the proposed trade.

These restrictions apply to family members of the Window Group who live in the same household or who are financially dependent on a member of the Window Group, as well as corporations, partnerships or trusts that hold, purchase, or sell GenCorp securities and controlled by members of the Window Group.

Pre-Clearance

Even during a trading window, all GenCorp Inc. directors and other Section 16 officers (those members of the Window Group who are subject to Section 16 of the Securities Exchange Act of 1934) may not engage in any transaction in GenCorp securities without first obtaining pre-clearance of the transaction from GenCorp's General Counsel. A request for pre-clearance should be submitted to GenCorp's General Counsel at least two days in advance of the proposed transaction. GenCorp's General Counsel is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade.

10b5-1 Trading Plans

SEC Rule 10b5-1 permits the adoption of written, pre-arranged trading plans by insiders at times when they do not have material non-public information. Rule 10b5-1 avoids concerns about initiating stock transactions while an insider may be aware of material non-public information. Once such a plan is established, the insider retains no discretion over sales under the plan, and the pre-planned trades can be executed through a broker at later dates without regard to any subsequent material non-public information that the insider may receive.

A member of the Window Group wishing to trade pursuant to a Rule 10b5-1 trading plan must obtain the approval of GenCorp's General Counsel prior to entering into the plan. In addition, a member of the Window Group may only enter into a Rule 10b5-1 trading plan during a trading window and while not in possession of any material non-public information.