THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

GenCorp Inc. (GY)

3/4/2005 Proxy Information

During fiscal year 2004, Mr. T. Hall, the Company's Chairman of the Board, President and Chief Executive Officer, had the principal sum of $77,170 indebtedness to the Company outstanding under the GenCorp Key Employee Loan Program (the Loan Program) which was approved by the Board to enable employees whose restricted stock had vested to pay taxes on the stock and retain it for as long as they remain in the employ of the Company. Repayment provisions under the Loan Program begin upon termination of employment. Interest, which is calculated and payable annually, is charged at the Company's marginal borrowing rate which for 2004 was 6.5%. Interest accrued and paid by Mr. T. Hall for fiscal year 2004 totaled $5,182. The largest principal amount of indebtedness under the program during fiscal year 2004 for Mr. T. Hall was $77,170. Following the enactment of the Sarbanes-Oxley Act of 2002, the Loan Program was terminated effective July 30, 2002, but outstanding loans remain in effect in accordance with their existing terms.

3/1/2004 Proxy Information

During FY2003 Mr. T. Hall, the Company's Chairman of the Board, President and CEO, had a $77,170 indebtedness to the Company outstanding under the GenCorp Key Employee Loan Program (Loan Program) which was approved by the Board to enable employees whose restricted stock had vested to pay taxes on the stock and retain it for as long as they remain in the employ of the Company. Repayment provisions under the Loan Program begin upon termination of employment. Interest, which is calculated and payable annually, is charged at the Company's marginal borrowing rate which for 2003 was 5.7%. Interest accrued and paid by Mr. T. Hall for FY2003 totaled $4,421. The largest amount of indebtedness under the program during FY2003 for Mr. T. Hall was $77,170. Following the enactment of the Sarbanes-Oxley Act of 2002, the Key Employee Loan Program was terminated effective July 30, 2002, but outstanding loans remain in effect in accordance with their existing terms.

Robert A. Wolfe served as Chairman GenCorp, Inc. from July 2002 until December 2003 and Chief Executive Officer and President from October 1999 to July 2002. He was Vice President of GenCorp and President of Aerojet - General Corporation (a subsidiary of GenCorp) from September 1997 until October 1999. Mr. Wolfe was Executive Vice President of the Pratt & Whitney Group (a division of United Technologies) during 1997, President of Pratt & Whitney Aircraft's Large Commercial Engines business from 1994 until 1997, and Senior Vice President of Pratt & Whitney's Commercial Engine Management for Latin and North America from 1992 to 1994.