<PAGE>   1
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                  SCHEDULE 14A
                                 (RULE 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
 
Filed by the Registrant  [X]
 
Filed by a Party other than the Registrant  [ ]
 
Check the appropriate box:
 

<TABLE>
<S>                                            <C>
[X]  Preliminary Proxy Statement               [ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION
                                                    ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

 
                                  GENCORP INC.
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
    (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
 
Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
  (1) Title of each class of securities to which transaction applies:
 
  (2) Aggregate number of securities to which transaction applies:
 
  (3) Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
      calculated and state how it was determined):
 
  (4) Proposed maximum aggregate value of transaction:
 
  (5) Total fee paid:
 
[ ]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
  (1) Amount Previously Paid:
 
  (2) Form, Schedule or Registration Statement No.:
 
  (3) Filing Party:
 
  (4) Date Filed:
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>   2
 
                                  GENCORP INC.
               P.O. BOX 537012, SACRAMENTO, CALIFORNIA 95853-7012
 
                               ------------------
 
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
                               ------------------
 

<TABLE>
<S>                     <C>
To the Shareholders of    February    , 2000
         GenCorp Inc.:  Sacramento, California
</TABLE>

 
  The Annual Meeting of Shareholders of GENCORP INC. (the "Company") will be
held at the Sheraton Sacramento Hotel, 11211 Point East Drive, Rancho Cordova,
California, on March 29, 2000 at 9 o'clock a.m. to consider and act on the
following matters:
 
          1. Election of two Directors to serve a term of three years. (page 2)
 
          2. Ratification of the Board of Directors' selection of Ernst & Young
     LLP as independent auditors to audit the books of account and other
     corporate records of the Company for fiscal 2000. (page 24)
 
  Board of Directors proposals to amend the Amended Articles of Incorporation
and Amended Code of Regulations of GenCorp Inc:
 
          3. Proposal to amend the Articles to designate Cleveland, Ohio as the
     location of GenCorp's principal Ohio office for purposes of the Ohio
     General Corporation Law. (page 25)
 
          4. Proposal to amend the Regulations to provide that GenCorp's
     corporate seal contain only the name of the Company and the words
     "Corporate Seal." (page 25)
 
          5. Proposal to amend the Articles to provide that GenCorp's corporate
     purpose is to engage in any lawful act or activity for which corporations
     may be formed under Ohio law. (page 25)
 
          6. Proposal to amend the Regulations to permit additional forms of
     proxy authorizations. (page 26)
 
          7. Proposal to amend the Regulations to require indemnification by
     GenCorp of current and former directors, officers, employees and others to
     the fullest extent permitted by applicable law. (page 26)
 
          8. Proposal to amend the Articles to increase the number of authorized
     shares of GenCorp Common Stock from 90,000,000 to 150,000,000 shares. (page
     27)
 
          9. Such other matters as may properly come before the meeting or any
     adjournments thereof.
 
  The Board of Directors has fixed the close of business on February 11, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
 
    THE COMPANY HAS A GREAT NUMBER OF SHAREHOLDERS ENTITLED TO VOTE AT THE
ANNUAL MEETING WHO OWN FEWER THAN 100 SHARES. WHETHER YOU OWN ONE SHARE OR
HUNDREDS OF SHARES, YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO PROMPTLY VOTE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY. YOUR COOPERATION WILL ENABLE THE COMPANY TO AVOID
ADDITIONAL EXPENSE AND DELAY. A RETURN ENVELOPE, REQUIRING NO POSTAGE IF MAILED
IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
 
                                            By Order of the Board of Directors,
                                            WILLIAM R. PHILLIPS, Secretary

<PAGE>   3
 
                                 ANNUAL MEETING
 
                                       OF
 
                                  GENCORP INC.
               P.O. BOX 537012, SACRAMENTO, CALIFORNIA 95853-7012
 
                               ------------------
 
                                PROXY STATEMENT
 
                                                               February   , 2000
 
  This Proxy Statement is being mailed to shareholders beginning on or about
February   , 2000 in connection with the solicitation by the Company, on behalf
of its Board of Directors, of proxies to be used at the Annual Meeting of
Shareholders of the Company which is to be held on March 29, 2000 at the
Sheraton Sacramento Hotel, 11211 Point East Drive, Rancho Cordova, California,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
 
  If the accompanying form of proxy is signed, dated and returned to the
Company's transfer agent, The Bank of New York, it will be voted, but it may be
revoked at any time before it is voted. Shares in respect of which a proxy or
other written instruction is not received by the Bank will not be voted. The
presence of a shareholder at the meeting does not automatically revoke any proxy
previously given. A shareholder, without affecting any vote previously taken,
may revoke his or her proxy by giving notice to the Company in writing or at the
meeting.
 
  Any shares held for the account of a shareholder participating in the GenCorp
dividend reinvestment program will be voted in accordance with the participant's
instructions set forth in the proxy returned to the Bank in respect of the
shares which the shareholder holds of record. If a proxy in respect of the
shares which the shareholder holds of record is not returned to the Bank, the
shareholder's dividend reinvestment program shares will not be voted.
 
  The Trustees for the Company's savings and profit sharing plans, Mellon Bank
N.A. and Royal Trust Corporation of Canada, will each vote any shares held for
participants' accounts in accordance with the confidential voting instructions
returned by the participants to the Trustees, (CLo) The Bank of New York. If
such confidential voting instructions are not returned, the participants' shares
will be voted by the Trustees in accordance with the instructions of the
Benefits Management Committee for the plans.
 
  A copy of the Company's 1999 Annual Report, including financial statements, is
enclosed in the envelope with this Proxy Statement.
 
  At the close of business on February 11, 2000, there were
outstanding shares of Common Stock and no outstanding shares of Cumulative
Preference Stock of the Company. Holders of outstanding shares of Common Stock
are entitled to one vote for each full share held on the February 11, 2000
record date.
 
                                        1

<PAGE>   4
 
                      NOMINATION AND ELECTION OF DIRECTORS
 
  The Company's Code of Regulations provides for a Board of not less than seven
nor more than seventeen directors, and authorizes the Board to determine from
time to time the number of directors within that range that will constitute the
Board by the affirmative vote of a majority of the members then in office.
Additionally, the Company's Articles of Incorporation require that the Board of
Directors be divided into three classes having staggered three-year terms.
 
  Pursuant to a Board policy, a director ordinarily would retire at the annual
meeting following his or her 70th birthday. In March 1999, the Board decided to
waive immediate compliance with its retirement policy for Dr. Robert K. Jaedicke
in order to continue to draw upon his experience and expertise. Dr. Jaedicke has
agreed to continue as a director as long as his services are required.
Additionally, Mr. Irving Gutin and Dr. Sheila Widnall joined the Board in
November 1999.
 
  The Board has set the number of directors currently constituting the Board at
seven, and has set the number of directors to be elected at this annual meeting
at two. The Board recommends the election of its two nominees named below.
 
  Abstentions and non-votes are counted as present for purposes of determining
whether a quorum is present at the meeting. Directors are elected by a plurality
of the votes cast. Votes cast for a nominee will be counted in favor of
election. Withheld votes and broker non-votes will not count either in favor of,
or against, election of a nominee. It is the intention of the persons named in
the accompanying form of proxy, unless authorization to do so is withheld, to
vote for the election of the Board's two nominees. Proxies cannot be voted for a
greater number of persons than the number of directors set by the Board for
election. If, prior to the meeting, a nominee becomes unable to serve as a
director for any reason, the proxyholders reserve the right to substitute
another person of their choice in such nominee's place and stead. It is not
anticipated that any nominee will be unavailable for election.
 
  The Company has no provision for cumulative voting in the election of
directors. Holders of Common Stock are, therefore, entitled to cast one vote for
each share held on the February 11, 2000 record date for each nominee for
director.
 
  The information set forth below is given as of December 31, 1999 unless stated
otherwise. Each nominee for election and each director continuing in office has
had the same principal occupation or employment during the past five years
unless otherwise indicated.
 
NOMINEES FOR ELECTION AT THIS MEETING TO THREE-YEAR TERMS EXPIRING IN MARCH
2003:
 
JAMES M. OSTERHOFF
Director since 1990
 
Executive Vice President and Chief Financial Officer of US WEST Inc., Englewood,
CO (communications company) from 1991 until retirement in 1995. Previously Vice
President, Chief Financial Officer of Digital Equipment Corporation, Maynard, MA
(computer systems, software and services company). Director of Financial
Security Assurance Holdings Ltd., New York, NY. Chairman of the Audit Committee
and Member of the Organization and Compensation Committee of the Board. Age 63.
 
                                        2

<PAGE>   5
 
J. GARY COOPER
Director since 1998
 
Chairman and Chief Executive Officer of Commonwealth National Bank, Mobile, AL
(a commercial bank) since January 1998. United States Ambassador to Jamaica from
November 1994 until November 1997. Previously Senior Vice President, David
Volkert and Associates (engineering and architectural firm) from 1992 until
1994. Assistant Secretary of the United States Air Force for Manpower, Reserve
Affairs, Installations and the Environment from 1989 to 1992. Active and reserve
duty, United States Marine Corps until 1996. Major General, United States Marine
Corps Reserve. Chairman of the Corporate Governance and Environmental/Government
Issues Committee and member of the Audit Committee of the Board. Age 62.
 
DIRECTORS WHOSE TERMS CONTINUE UNTIL MARCH 2001:
 
IRVING GUTIN
Director since November 1999
 
Senior Vice President of Tyco International (U.S.), Ltd., Exeter, NH
(Diversified manufacturing holding company) and head of Tyco's Mergers and
Acquisitions group since 1979. Member of the Finance and the Organization &
Compensation Committees of the Board. Age 67.
 
ROBERT A. WOLFE
Director since October 1999
 
Chairman, Chief Executive Officer and President of the Company since October 1,
1999. Vice President of the Company and President of Aerojet - General
Corporation (a subsidiary of the Company) from September 1, 1997 until October
1999. Previously Executive Vice President of the Pratt & Whitney Group, a
division of United Technologies during 1997; President, Pratt & Whitney
Aircraft's Large Commercial Engines business from 1994 until 1997, and Senior
Vice President, Pratt & Whitney's Commercial Engine Management for Latin and
North America from 1992 to 1994. Member of the Finance Committee of the Board.
Age 61.
 
DIRECTORS WHOSE TERMS CONTINUE UNTIL MARCH 2002:
 
WILLIAM K. HALL
Director since 1995
 
Executive Consultant & retired Chairman of Falcon Building Products, Inc.,
Chicago, IL (manufacturer of building products) since December 31, 1999
(Chairman and Chief Executive Officer from 1997 until December 1999 and
(President and Chief Executive Officer from 1994 to 1997). Previously President
and Chief Executive Officer of Eagle Industries, Inc., Chicago, IL (diversified
manufacturing company) from 1988 until 1997. Director of A. M. Castle & Co.,
Franklin Park, IL. Chairman of the Organization & Compensation Committee and
member of the Audit Committee of the Board. Age 56.
 
DR. ROBERT K. JAEDICKE
Director since 1990
 
Professor of Accounting at the Graduate School of Business, Stanford University,
Stanford, CA since 1961 (formerly served as Dean of the Graduate School of
Business from 1983 until 1990). Director of Boise Cascade Corporation, Boise,
ID; Enron Corporation, Houston, TX; and the California Water Services Company,
San Jose, CA; Chairman of the Finance Committee and
 
                                        3

<PAGE>   6
 
member of the Corporate Governance and Environmental/Government Issues Committee
of the Board. Age 70.
 
DR. SHEILA E. WIDNALL
Director since November 1999
 
Institute Professor at the Massachusetts Institute of Technology since 1998, and
a member and current Vice President of the National Academy of Engineering.
Secretary of the United States Air Force from August 1993 until October 1997.
Member of the Organization & Compensation Committee and the Corporate Governance
and Environmental/Government Issues Committee of the Board. Age 61.
 
               HOLDINGS OF SHARES OF THE COMPANY'S CAPITAL STOCK
 
SECURITY OWNERSHIP OF MANAGEMENT
 
  The following table lists share ownership of the Company's Common Stock by
directors and executive officers of the Company as of January 31, 2000. Unless
otherwise indicated, share ownership is direct.
 

<TABLE>
<CAPTION>
                                                                   AMOUNT OF          PERCENT
                     BENEFICIAL OWNER                        BENEFICIAL OWNERSHIP    OF CLASS
----------------------------------------------------------------------------------------------
<S>                                                          <C>                     <C>
J. Gary Cooper                                                           868             --
Irving Gutin                                                             250             --
William K. Hall                                                        3,535(1)          --
Robert K. Jaedicke                                                     2,015             --
James M. Osterhoff                                                     4,624(1)          --
Sheila E. Widnall                                                        250             --
Robert A. Wolfe                                                       20,189(2)(3)       --
William R. Phillips                                                   18,338(2)(3)       --
Terry L. Hall                                                         16,513(2)(3)       --
Carl W. Fischer                                                       20,588(2)(3)       --
Samuel W. Harmon                                                      11,975(2)(3)       --
John B. Yasinsky                                                     376,719(2)          --
All directors and executive officers as a group                           --(2)(3)       --%
  (20 persons)
</TABLE>

 
---------------
 
(1) Shares held indirectly through the William K. Hall trust and the James M.
    Osterhoff trust, respectively.
 
(2) Includes shares subject to stock options which may be exercised within 60
    days of January 31, 2000 as follows: Mr. Wolfe, 123,027 shares; Mr.
    Phillips, 83,819 shares; Mr. Hall, 16,579 shares; Mr. Fischer, 116,164
    shares; Mr. Harmon, 73,940 shares; Mr. Yasinsky 351,719 shares, and all
    executive officers as a group, 623,638 shares. Nonemployee directors
    currently do not hold options under the Company's stock option plans.
 
(3) Includes the approximate number of shares credited to the individual's
    account as of January 31, 2000 under the joint GenCorp/OMNOVA Solutions
    Retirement Savings Plan, and where applicable, under the GenCorp Profit
    Sharing Retirement and Savings Plan, a savings plan for salaried employees
    sponsored by the Company prior to September 1989.
 
               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 
  Based solely upon a review of reports of ownership, reports of changes of
ownership and written representations under Section 16(a) of the Securities
Exchange Act of 1934 which were
 
                                        4

<PAGE>   7
 
furnished to the Company during or with respect to 1999 by persons who were, at
any time during 1999, directors or officers of the Company or beneficial owners
of more that 10% of the outstanding shares of Common Stock, no such person
failed to file on a timely basis any report required by such section during
1999.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
  The following table lists the only persons believed by the Company to be the
beneficial owners of more than five percent of the 41,862,301 shares of the
Company's Common Stock outstanding as of December 31, 1999. The dates applicable
to the beneficial ownership indicated are set forth in the footnotes below.
 

<TABLE>
<CAPTION>
                                                                   SHARES         PERCENT
                     BENEFICIAL OWNER                        BENEFICIALLY OWNED   OF CLASS
------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>
GenCorp/OMNOVA Solutions employee savings plans                  5,827,692          13.92%(1)
175 Ghent Road
Fairlawn, OH 44333
FMR Corp.                                                        4,406,173          10.61%(2)
  82 Devonshire Street
  Boston, MA 02109
Mario J. Gabelli/Gabelli Funds Inc.                              5,034,087          12.03%(3)
  One Corporate Center
  Rye, NY 10580
Franklin Resources, Inc.                                         2,567,400           6.13%(4)
  51 John F. Kennedy Parkway
  Short Hills, NJ
</TABLE>

 
---------------
 
(1) Shares held at December 31, 1999 by the Trustee for the plans, Mellon Bank,
    included 404,401 shares held for the GenCorp Profit Sharing Retirement and
    Savings Plan, and 5,423,291 shares held for the GenCorp/OMNOVA Solutions
    Retirement Savings Plan. Shares are voted by the Trustee in accordance with
    instructions of the participating employees to whose accounts such shares
    are allocated, except that shares for which no employee instructions are
    received and shares held for the plans which have not been allocated to
    participants' accounts are voted by the Trustee in accordance with
    instructions of the Benefits Management Committee ("Committee") for the
    plans. The Committee presently consists of four persons, three of whom are
    officers of the Company.
 
(2) FMR reported that it had sole power to vote 252,100 shares, sole dispositive
    power with respect to 4,406,173 shares and no shared voting or dispositive
    power in Amendment No. 3 to Schedule 13G dated January 31, 1998 and filed
    with the Securities and Exchange Commission.
 
(3) Mario J. Gabelli, through the Gabelli Foundation, Inc., as to 2,625 shares
    and through and shared with various entities within Gabelli Funds Inc. as to
    the balance of the shares, has sole investment discretion with respect to
    all shares, sole voting authority with respect to 5,019,087 shares and no
    voting authority with respect to 15,000 shares, according to Amendment No.
    30 to Schedule 13D dated January 18, 2000 and filed with the Securities and
    Exchange Commission.
 
(4) Franklin Mutual Advisers, LLC reports sole voting and dispositive authority
    for 2,567,400 shares in Schedule 13G dated January 10, 2000 and filed with
    the Securities and Exchange Commission.
 
                                        5

<PAGE>   8
 
                   BOARD OF DIRECTORS MEETINGS AND COMMITTEES
 
MEETINGS OF THE BOARD
 
  The Company's Board of Directors held thirteen meetings during the 1999 fiscal
year.
 
ORGANIZATION & COMPENSATION COMMITTEE
 
  The Organization & Compensation Committee reviews periodically the
organization of the Company and its management, including major changes in the
organization of the Company and the responsibility of management as proposed by
the Chief Executive Officer; monitors executive development and succession
planning, reviews the effectiveness and performance of senior management and
makes recommendations to the Board concerning the appointment and removal of
officers; periodically reviews the compensation philosophy, policies and
practices of the Company and makes recommendations to the Board concerning major
changes, as appropriate; annually reviews changes in the Company's employee
benefit, savings and retirement plans and reports thereon to the Board;
administers the Company's incentive and deferred compensation plans; and
approves, and in some cases recommends to the Board of Directors for approval,
the compensation of employee-directors, officers, and principal executives of
the Company. Seven meetings were held during 1999. Additional information
regarding the Organization & Compensation Committee begins on page 17.
 
AUDIT COMMITTEE
 
  The Audit Committee reviews and evaluates the scope of the audits to be
performed, the adequacy of services performed by, and the fees and compensation
of the independent auditors and receives and reviews a report from the
independent auditors prior to the publication of the audited financial
statements; considers and recommends to the Board of Directors the selection of
the independent auditors to examine the consolidated financial statements of the
Company for the next year; reviews and evaluates the scope and appropriateness
of the Company's internal audit programs and plans and its system of internal
control; reviews and evaluates the appropriateness of the Company's accounting
principles and practices and financial reporting and receives periodic reports
from the Internal Audit and Law Departments on a number of matters, including
compliance with the Company's Policy on Legal and Ethical Conduct. Three
meetings were held during 1999. Current members of the Audit Committee are:
James M. Osterhoff, Chairman, William K. Hall and J. Gary Cooper.
 
EXECUTIVE COMMITTEE
 
  GenCorp's Code of Regulations provides that the directors may appoint an
Executive Committee which, during the intervals between meetings of the Board of
Directors (unless restricted by resolution of the Board) may exercise, under the
control and direction of the Board, all of the powers of the Board of Directors
in the management and control of the business of the Company. The Executive
Committee held four meetings during 1999. The Board decided in October 1999 that
it would dissolve the Executive Committee until the number of directors
increased, and that until such time, if required, special meetings of the full
Board would be called to act between regularly scheduled Board meetings.
 
FINANCE COMMITTEE
 
  The Finance Committee makes recommendations to the Board in regard to planning
of the Company with respect to its capital structure and raising of its
long-term capital and with regard to dividend action of the Company; reviews the
performance and management of the Company's employee benefit funds; and makes
recommendations to the Board in regard to contributions to any pension plan,
profit sharing, retirement or savings plan of the Company, or any proposed
changes in the funding method or interest assumption or in amortization of
liabilities in
 
                                        6

<PAGE>   9
 
connection with funding any such plan. Five meetings were held during 1999.
Current members of the Finance Committee are: Robert K. Jaedicke, Chairman,
Irving Gutin and Robert A. Wolfe.
 
CORPORATE GOVERNANCE AND ENVIRONMENTAL/ GOVERNMENT ISSUES COMMITTEE
 
  The Board's former Nominating & Corporate Governance Committee and former
Government Affairs & Environmental Issues Committee were dissolved in October
1999, and the functions of these former Committees were assumed by the newly
created Corporate Governance and Environmental/Government Issues Committee.
 
  The Committee periodically reviews and makes recommendations to the Board
concerning the criteria for selection and retention of directors, the
composition of the Board, structure and function of Board committees, retirement
policies and compensation and benefits of directors; recommends to the Board
qualified candidates to serve as directors of the Company and aids in attracting
qualified candidates to the Board; considers and makes recommendations to the
Board concerning director nominations submitted by shareholders. To be
considered for election at an Annual Meeting, shareholder nominations must be
accompanied by the written consent of each such nominee and must be mailed to
the Corporate Governance and Environmental/Government Issues Committee, P.O. Box
537012, Sacramento, California 95853-7012, Attention: Secretary, and received by
the Secretary no later than the December 1 immediately preceding the date of the
annual meeting at which the nominee is to be considered for election.
 
  The Committee also periodically reviews and advises the Board regarding
significant matters of public policy, including proposed actions by foreign and
domestic governments which may significantly affect the Company; reviews and
advises the Board regarding adoption or amendment of major company policies and
programs relating to matters of public policy; monitors the proposed adoption or
amendment of significant environmental legislation and regulations and advises
the Board regarding the impact such proposals may have upon the Company and,
where appropriate, the nature of the Company's response thereto; periodically
reviews and advises the Board regarding the status of the Company's various
compliance programs and the adequacy of such programs, including the status of
its environmental policies and performance under its environmental compliance
programs; and periodically reviews and reports to the Board regarding the status
of, and estimated liabilities for, environmental remediation. Four meetings of
the former Nominating and Corporate Governance Committee were held during 1999,
and two meetings of the former Government Affairs and Environmental Issues
Committee were held during 1999. Current members of the Corporate Governance and
Environmental/Government Issues Committee are: J. Gary Cooper, Chairman, Robert
K. Jaedicke, and Sheila E. Widnall. The newly created Committee did not meet in
fiscal 1999.
 
                                        7

<PAGE>   10
 
                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                  ANNUAL COMPENSATION                     LONG TERM COMPENSATION
                                            --------------------------------     -----------------------------------------
                                                                                         AWARDS                PAYOUTS
                                                                                 -----------------------   ---------------
                                                                                              SECURITIES
                                                                                 RESTRICTED   UNDERLYING
                                                                OTHER ANNUAL       STOCK       OPTIONS/         LTIP
                                            SALARY     BONUS    COMPENSATION       AWARDS      SARS(9)         PAYOUTS
NAME AND CURRENT PRINCIPAL POSITION  YEAR     ($)       ($)         ($)             ($)          (#)       ($)(10)(11)(12)
-----------------------------------  ----   -------   -------   ------------     ----------   ----------   ---------------
<S>                                  <C>    <C>       <C>       <C>              <C>          <C>          <C>
Robert A. Wolfe(1)                   1999   385,599   350,000(2)         --             --       30,000         362,810
 Chairman, Chief Executive Officer   1998   331,000   317,000(3)     18,127(6)          --       22,500              --
   and
 President since October 1, 1999     1997    81,250   150,000(4)      7,051(6)     336,712(7)    75,000              --
William R. Phillips                  1999   268,167   210,000(2)     10,000(5)                   24,000         267,994
 Senior Vice President, Law;         1998   257,000   220,000(3)     14,244(5)(6)        --      17,500          91,226
 General Counsel and Secretary       1997   245,000   250,000(4)     18,263(5)          --       20,000              --
Terry L. Hall                        1999   202,690   282,500(2)     41,878(6)          --(8)    35,000              --
 Senior Vice President &             1998        --        --           --              --           --              --
 Chief Financial Officer             1997        --        --           --              --           --              --
Carl W. Fischer                      1999   237,018   185,000(2)     10,000(5)          --       14,000         256,048
 Vice President, and President,      1998   208,817   196,500       10,000(5)           --       10,000         101,811
 Aerojet-General Corporation         1997   194,500   174,900       10,000(5)           --       15,000         103,322
Samuel W. Harmon                     1999   228,500   175,000(2)         --             --       15,000         187,742
 Senior Vice President,              1998   219,167   188,000(3)         --             --       10,000          75,206
 Administration                      1997   208,333   202,000(4)         --             --       15,000         108,803
John B. Yasinsky(1)                  1999   725,000   675,000(2)     16,000(5)          --      110,000       1,226,970
 Former Chairman, Chief Executive    1998   695,833   800,000(3)     16,000(5)          --       85,000         420,000(10)
 Officer and President until         1997   666,667   850,000(4)     16,000(5)          --      100,000         698,200(11)
 October 1, 1999
 
<CAPTION>
 
                                      ALL OTHER
                                     COMPENSATION
NAME AND CURRENT PRINCIPAL POSITION  ($)(13)(14)
-----------------------------------  ------------
<S>                                  <C>
Robert A. Wolfe(1)                      30,964
 Chairman, Chief Executive Officer      21,636
   and
 President since October 1, 1999         3,498
William R. Phillips                    198,466
 Senior Vice President, Law;            27,864
 General Counsel and Secretary          20,512
Terry L. Hall                            6,438
 Senior Vice President &                    --
 Chief Financial Officer                    --
Carl W. Fischer                        194,559
 Vice President, and President,         17,110
 Aerojet-General Corporation            15,768
Samuel W. Harmon                        18,742
 Senior Vice President,                 18,952
 Administration                         14,313
John B. Yasinsky(1)                     63,150
 Former Chairman, Chief Executive       69,563
 Officer and President until            54,466
 October 1, 1999
</TABLE>

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

<TABLE>
<C>     <S>
   (1)  Mr. Wolfe became an employee of GenCorp in 1997 as a Vice
        President of GenCorp and President of Aerojet-General
        Corporation. Mr. Yasinsky served as Chairman, Chief
        Executive Officer and President of GenCorp until GenCorp's
        Spin-Off of OMNOVA Solutions Inc. on October 1, 1999. After
        that date, Mr. Wolfe was elected Chairman, Chief Executive
        Officer and President. Amounts shown for Mr. Yasinsky for
        fiscal 1999 represent compensation paid by the Company for
        service prior to the spin-off.
 
   (2)  An explanation of the manner in which 1999 Incentive Bonus
        amounts were determined for officers other than Mr. Hall is
        set forth under the caption CEO Compensation on page 21. Mr.
        Hall's total bonus amount includes a year end bonus payment
        of $232,500 and a one-time sign-on bonus of $50,000 pursuant
        to Mr. Hall's May 6, 1999 employment agreement.
 
   (3)  Elected officers of GenCorp received 20% of their net 1998
        incentive bonuses in shares of GenCorp common stock (based
        upon the closing price on January 29, 1999 as reported on
        the NYSE) as follows: Mr. Wolfe, 2,712 shares; Mr. Phillips,
        1,119 shares; Mr. Harmon, 940 shares; and Mr. Yasinsky,
        4,163 shares.
 
   (4)  Elected officers of GenCorp received 20% of their net 1997
        incentive bonuses in shares of GenCorp common stock (based
        upon the closing price on January 30, 1998 as reported on
        the NYSE) as follows: Mr. Wolfe, 683 shares; Mr. Phillips,
        1,206 shares; Mr. Harmon, 957 shares; and Mr. Yasinsky,
        4,179 shares.
 
   (5)  Cash allowances in lieu of a company provided automobile.
        Perquisites and other personal benefits provided to the
        named GenCorp officers during 1999, 1998 and 1997 did not
        exceed disclosure thresholds established by the Securities
        and Exchange Commission.
 
   (6)  Reimbursement for taxes payable in connection with
        relocation.
</TABLE>

 
                                        8

<PAGE>   11
 

<TABLE>
<S>        <C>
      (7)  Represents 12,300 shares granted September 2, 1997 at a market price of $27.375 subject to restrictions in Mr.
           Wolfe's employment agreement described under " -- Employment Contracts and Termination of Employment and Change in
           Control Arrangements." The market value of these shares at November 30, 1999 was $134,531. Dividends on these
           shares are paid during the restricted period.
 
      (8)  Represents 15,000 shares granted May 1, 1999 at a market price of $23.125 subject to restrictions in Mr. Hall's
           employment agreement described on page 16. Dividends on these shares are paid during the restricted period. The
           market value of these shares on November 30, 1999 was $164,062.
 
      (9)  Shares of GenCorp common stock underlying options granted pursuant to the GenCorp Inc. 1997 and 1993 Stock Option
           Plans.
 
     (10)  Long Term Incentive Plan amounts reported for 1999 were paid in cash and include payment for the entire 1997-1999
           performance period and pro rata payments for the partially completed 1998-2000 and 1999-2001 performance periods.
           Liability for amounts paid to Mr. Yasinsky was assumed by OMNOVA Solutions Inc. Information regarding calculation
           of Long Term Incentive Plan payment amounts is set forth in footnote 4 on page 13.
 
     (11)  Amounts paid for the 1996-1998 performance period under GenCorp's Long-Term Incentive Program. The net amount,
           after tax withholding, was paid in shares of GenCorp common stock based upon the January 29, 1999 closing price on
           the NYSE. Messrs. Wolfe and Miotke did not participate during the 1996-1998 performance period.
 
     (12)  Amounts paid for the 1995-1997 performance period under GenCorp's Long-Term Incentive Program. The net amount,
           after tax withholding, was paid in shares of GenCorp common stock based upon the January 30, 1998 closing price on
           the NYSE. Messrs. Wolfe and Miotke did not participate during the 1995-1997 performance period.
 
     (13)  Represents the value of GenCorp shares distributed in 1999 and amounts accrued as dividend and interest earnings
           attributable to prior years' awards under GenCorp's Stock Incentive Compensation Plan. Dividends declared on common
           stock, while held in the trust fund were credited to the executive's account in the trust fund as an additional
           number of shares determined by dividing the aggregate amount of the dividend by the market value of common stock on
           the dividend date. The Plan was terminated and the shares distributed in September 1999 and valued based upon the
           market value of GenCorp common stock on the payment date. The September 1999 Plan distribution for Mr. Phillips was
           8,824 shares valued at $176,499 and for Mr. Fischer, 8,773 shares valued at $175,478, each based upon the market
           price of GenCorp common stock on the distribution date. Messrs. Wolfe, Hall, Harmon, and Yasinsky did not
           participate in this plan.
 
     (14)  Company contributions to the executive's account in the Savings Plan and, where applicable, the amount credited to
           the executive's account in GenCorp's Benefits Restoration Plan, a nonfunded plan which restores to the individual's
           account amounts otherwise excluded due to limitations imposed by the Internal Revenue Code on contributions and
           includable compensation under qualified plans. Amounts credited during 1999 were: Mr. Wolfe $30,964; Mr. Phillips
           $21,968; Mr. Hall $6,438; Mr. Fischer $19,081; Mr. Harmon $18,743 and Mr. Yasinsky $63,150.
</TABLE>

 
                                        9

<PAGE>   12
 
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                                                                                              POTENTIAL REALIZABLE
                                                                                                VALUE AT ASSUMED
                                                                                                 ANNUAL RATES OF
                                                                                                   STOCK PRICE
                                                                                                  APPRECIATION
                                                                                                 FOR OPTION TERM
                           INDIVIDUAL GRANTS                                                    (TEN YEARS)(3)(4)
----------------------------------------------------------------------------------------------------------------------
                      NUMBER OF       PERCENT OF
                      SECURITIES        TOTAL
                      UNDERLYING     OPTIONS/SARS
                     OPTIONS/SARS     GRANTED TO     EXERCISE OR
                       GRANTED        EMPLOYEES       BASE PRICE    EXPIRATION
       NAME             (#)(1)      IN FISCAL YEAR   ($/SHARE)(2)      DATE       0%($)       5%($)         10%($)
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>            <C>              <C>            <C>          <C>       <C>           <C>
Robert A.
Wolfe(5)...........     30,000            3.11%         17.8125     3-30-2009      -0-         336,066         851,656
William R.
  Phillips(6)......     24,000            2.49%         17.8125     3-30-2009      -0-         268,852         681,325
Terry L. Hall(7)...     35,000            3.63%         23.1250      5-1-2009      -0-         509,012       1,289,935
Carl W.
  Fischer(8).......     14,000            1.45%         17.8125     3-30-2009      -0-         156,831         397,440
Samuel W.
  Harmon(9)........     15,000            1.55%         17.8125     3-30-2009      -0-         168,033         425,828
John B.
  Yasinsky(10).....    110,000           11.39%         17.8125     3-30-2009      -0-       1,232,240       3,122,739
All
 Shareholders(11)..        N/A             N/A              N/A           N/A      -0-     468,949,262   1,188,409,504
</TABLE>

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

<TABLE>
 <S>     <C>
 (1)     Non-qualified stock options granted pursuant to the GenCorp
         Inc. 1997 Stock Option Plan for the number of shares of
         GenCorp common stock indicated. No stock appreciation rights
         were granted in 1999. Options become exercisable in 25%
         increments on September 27, 1999, March 30, 2000, 2001 and
         2002, respectively.
 
 (2)     Exercise price equals the closing market price of GenCorp
         common stock on the date of grant on the NYSE.
 
 (3)     The 0%, 5% and 10% appreciation over 10 years' option
         valuation methods assumes a stock price of $17.8125,
         $29.0147 and $46.2010, respectively, at March 30, 2009,
         except for Mr. Hall, where the valuation assumes a stock
         price of $23.1250, $37.6682 and $59.9800, respectively, at
         May 1, 2009.
 
 (4)     The potential realizable values are shown in the table in
         conformity with Securities and Exchange Commission
         regulations, and are not intended to forecast possible
         future appreciation. The Company is not aware of any formula
         which will predict with reasonable accuracy the future
         appreciation of equity securities. No benefit can be
         realized by optionees without an appreciation in stock
         price, which will benefit all shareholders commensurately.
 
 (5)     At the time of the Spin-off these options were converted
         into 9,810 exercisable GenCorp options at an exercise price
         of $9.40; 4,905 exercisable OMNOVA options at an exercise
         price of $8.41; and 42,632 unexercisable GenCorp options at
         an exercise price of $9.40.
 
 (6)     At the time of the Spin-off these options were converted
         into 6,000 exercisable GenCorp options at an exercise price
         of $9.40; 6,000 exercisable OMNOVA options at an exercise
         price of $8.41; and 34,105 unexercisable GenCorp options at
         an exercise price of $9.40.
</TABLE>

 
                                       10

<PAGE>   13

<TABLE>
 <S>     <C>
 (7)     At the time of the Spin-off these options were converted
         into 0 exercisable GenCorp options; 0 exercisable OMNOVA
         options and 66,316 unexercisable GenCorp options at an
         exercise price of $12.20.
 
 (8)     At the time of the Spin-off these options were converted
         into 3,500 exercisable GenCorp options at an exercise price
         of $9.40; 3,500 exercisable OMNOVA options at an exercise
         price of $8.41 and 19,895 unexercisable GenCorp options at
         an exercise price of $9.40.
 
 (9)     At the time of the Spin-off these options were converted
         into 3,750 exercisable GenCorp options at an exercise price
         of $9.40; 3,750 exercisable OMNOVA options at an exercise
         price of $8.41 and 21,316 unexercisable GenCorp options at
         an exercise price of $9.40.
 
 (10)    At the time of the Spin-off these options were converted
         into 37,370 exercisable OMNOVA options at an exercise of
         $8.41; 18,685 exercisable GenCorp options at an exercise
         price of $9.40; and 174,706 unexercisable OMNOVA options at
         an exercise price of $8.41.
 
 (11)    Based upon 41,862,301 shares of GenCorp common stock
         outstanding on November 30, 1999 beginning with an exercise
         price of $17.8125.
</TABLE>

 
                                       11

<PAGE>   14
 
            AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                       FISCAL YEAR-END OPTION/SAR VALUES
 

<TABLE>
<CAPTION>
                                                     NUMBER OF SECURITIES
                                                    UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED IN-THE-
                        SHARES                    OPTIONS/SARS AT FISCAL YEAR       MONEY OPTIONS/SARS AT
                       ACQUIRED                          END(#)(1)(2)              FISCAL YEAR END ($)(2)
                          ON           VALUE      ---------------------------   -----------------------------
        NAME          EXERCISE(#)   REALIZED($)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
<S>                   <C>           <C>           <C>           <C>             <C>            <C>
-------------------------------------------------------------------------------------------------------------
Robert A. Wolfe......        0              0        98,173         94,474       $   15,073       $ 65,504
William R.
  Phillips...........        0              0        54,700         60,158          109,508         61,020
Terry L. Hall........        0              0        16,579         49,737            --0--          --0--
Carl W. Fischer......        0              0        97,697         55,422          265,106         79,270
Samuel W. Harmon.....        0              0        55,000         37,895          200,232         39,215
John B. Yasinsky.....        0              0       351,719          --0--          996,065          --0--
</TABLE>

 
---------------
 
(1) No SARs have been issued under the Plan.
 
(2) In addition, at fiscal year end, the above executive officers held OMNOVA
    options as follows: Mr. Wolfe, 49,087 shares; Mr. Phillips, 54,700 shares;
    Mr. Hall, --0-- ; Mr. Fischer, 78,750 shares; Mr. Harmon,        shares. Mr.
    Yasinsky held options for 1,074,025 shares. The exercise price of OMNOVA
    these options is $8.41. At November 30, 1999, the market price of OMNOVA
    Common Stock was $6.25.
 
            LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                                                                            ESTIMATED FUTURE PAYOUTS UNDER NON-
                                                         PERFORMANCE OR         STOCK PRICE-BASED PLANS(3)
                                      NUMBER OF        OTHER PERIOD UNTIL   -----------------------------------
                                  SHARES, UNITS OR       MATURATION OR      THRESHOLD      TARGET      MAXIMUM
             NAME                   OTHER RIGHTS             PAYOUT            ($)          ($)          ($)
<S>                              <C>                   <C>                  <C>          <C>          <C>
---------------------------------------------------------------------------------------------------------------
Robert A. Wolfe (4)............            (1)              3 Years           110,340      220,680     441,360
William R. Phillips (4)........            (1)              3 Years            47,817       95,634     191,268
Terry L. Hall (4)..............            (2)                   --                --           --          --
Carl W. Fischer (4)............            (1)              3 Years            42,202       84,404     168,808
Samuel W. Harmon (4)...........            (1)              3 Years            40,350       80,700     161,400
John B. Yasinsky (4)...........            (1)              3 Years           210,000      420,000     840,000
</TABLE>

 
---------------
 
(1) Indicates awards under the GenCorp Inc. Long-Term Incentive Program pursuant
    to which key employees designated by the Organization & Compensation
    Committee of the GenCorp Board could receive incentive payments equal to
    specified percentages of average annual compensation (salary and bonus paid
    under GenCorp's Executive Incentive Compensation Program) upon attainment of
    specified threshold, target or maximum levels of financial performance over
    a three-year performance period. At its January 1999 meeting the Board
    designated for the 1999-2001 performance period, threshold, target and
    maximum performance goals for corporate officers as percentages of corporate
    return on assets employed and earnings per share growth, and for business
    unit presidents, designated percentages of corporate and business unit
    return on assets employed and operating profit growth for their respective
    business units. On October 1, 1999, the Plan was terminated and a pro rata
    amount for the partially completed 1999-2001 performance period was paid to
    participants following the spin-off of OMNOVA Solutions Inc. Further
    information is set forth in footnote 4 on page 13.
 
                                       12

<PAGE>   15
 
(2) Mr. Hall did not participate in the Program during the 1999-2001 performance
    period.
 
(3) Percentages of average annual compensation (determined for the three-year
    performance period) payable to participants upon attainment of performance
    goals for the 1999-2001 performance period were as follows:
 

<TABLE>
<CAPTION>
                                       THRESHOLD      TARGET      MAXIMUM
                                       ---------      ------      -------
<S>                                    <C>            <C>         <C>
Chairman, CEO and President..........     15%           30%         60%
GenCorp Senior Vice Presidents/Other
  Corporate Officers.................     10%           20%         40%
</TABLE>

 
    For purposes of the table above, estimated future payouts for the completed
    full 1999-2001 performance period were calculated on the basis of the
    participant's 1999 fiscal year salary and bonus shown in the Summary
    Compensation Table above.
 
(4) In September 1999, in anticipation of the spin-off of OMNOVA Solutions Inc.,
    the Board approved payouts for the 1997-1999, 1998-2000 and 1999-2001
    performance periods determined as follows. Performance awards for the
    three-year performance period ending November 30, 1999 would be determined
    based upon (1) actual performance up to the date of the spin-off and (2)
    budgeted performance, for the remainder of the period, according to
    GenCorp's annual operating plan. Pro rata performance awards would be
    determined and paid for the performance periods ending November 30, 2000 and
    November 30, 2001 based upon (1) actual performance up to the date of the
    spin-off, and (2) budgeted performance, for the remainder of the fiscal year
    ending November 30, 1999, according to GenCorp's annual operating plan.
 
    Actual amounts paid were as follows:
 

<TABLE>
<CAPTION>
                               PAYMENT IN NOVEMBER 1999
                            FOR  1/3 OF 1999-2001 AND  2/3    PAYMENT IN JANUARY 2000
                               OF 1998-2000 PERFORMANCE       FOR THE FULL 1997-1999
                                       PERIODS                  PERFORMANCE PERIOD
                            ------------------------------    -----------------------
<S>                         <C>                               <C>
Robert A. Wolfe                       $  197,610                     $165,200
William R. Phillips                      267,994                      141,900
Terry L. Hall                                 --
Carl W. Fischer                          126,348                      129,700
Samuel W. Harmon                         227,396                      119,900
John B. Yasinsky                       1,226,970                      651,244
</TABLE>

 
    Amounts shown for Mr. Yasinsky were paid by OMNOVA Solutions Inc.
 
                                PENSION BENEFITS
 
  GenCorp's salaried pension plans include several formulas for the
determination of benefits, and require that the formula providing the highest
benefit be utilized to determine an individual employee's actual benefit.
Benefits for Messrs. Phillips, Hall, Fischer and Harmon have been determined
pursuant to the formula which utilizes five-year average compensation for years
of service prior to December 2000 and a career average formula for service from
December 1, 2000 to normal retirement. Mr. Wolfe's benefit has been determined
pursuant to the plan's career average formula. Mr. Yasinsky's benefit has been
determined according to footnote 2 on page 14. Estimated benefits are shown
below because the required calculations do not lend
 
                                       13

<PAGE>   16
 
themselves to a typical pension plan table where benefits can be determined by
the reader solely upon the basis of years of service and final compensation.
 

<TABLE>
<CAPTION>
                                                  APPROXIMATE
                                               YEARS OF CREDITED         ESTIMATED
                                                  SERVICE AT          ANNUAL BENEFITS
                                                    NORMAL               PAYABLE AT
                   NAME                           RETIREMENT        NORMAL RETIREMENT(1)
                   ----                        -----------------    --------------------
<S>                                            <C>                  <C>
Robert A. Wolfe                                        6                  $ 76,965
William R. Phillips                                   18                   135,363
Terry L. Hall                                         20                   118,993
Carl W. Fischer                                       40                   195,695
Samuel W. Harmon                                      20                   152,878
John B. Yasinsky(2)                                   41                   871,194
</TABLE>

 
---------------
 
(1) Retirement benefits shown in the table for Messrs. Phillips and Harmon were
    calculated pursuant to the terms of the Pension Plan for Salaried Employees
    of GenCorp Inc. Retirement benefits for Messrs. Fischer and Miotke were
    calculated pursuant to the Aerojet-General Corporation Consolidated Pension
    Plan. There is no offset for Social Security payments. Retirement benefits
    for Mr. Wolfe were calculated pursuant to the Aerojet-General Corporation
    Consolidated Pension Plan for the period ending September 30, 1999, and
    under the Pension Plan for Salaried Employees of GenCorp Inc. for the period
    thereafter.
 
    The benefits shown are estimated and have not been adjusted for any survivor
    option. Each estimated benefit is based upon the assumption that the
    executive will remain an employee until age 65 at a rate of compensation
    equivalent to that in effect on December 1, 1999 and that the pension plan
    under which the estimated benefit is calculated will remain unchanged.
 
    Benefits for Messrs. Phillips, Hall, Fisher and Harmon have been determined
    by a formula which provides for a benefit (A) for years of service prior to
    December 1, 2000 of (1) 1.125% of five-year average compensation up to the
    average Social Security wage base ("ASSWB") plus 1.5% of average
    compensation in excess of the ASSWB multiplied by the total of such years of
    service up to 35 years and (2) 1.5% of average compensation multiplied by
    the total years of service in excess of 35 years, and (B) for each year of
    service after December 1, 2000 (1) prior to attainment of 35 years of
    service, 1.625% of annual compensation up to the ASSWB plus 2.0% of annual
    compensation in excess of the ASSWB, and (2) after attainment of 35 years of
    service, 2.0% of annual compensation. The benefit for Mr. Wolfe has been
    determined pursuant to the same formula described in part (B) above.
 
    The benefits shown in the table have not been reduced to reflect either (1)
    the limitation on includable compensation or the overall benefit limitation
    imposed on pension plans qualified under Section 401(a) of the Code, or (2)
    a plan's own exclusions from includable compensation, since the amount of
    any of these reductions will be restored to the individual pursuant to the
    terms of the GenCorp Benefits Restoration Plan, a nonfunded plan with
    benefits payable out of the general assets of GenCorp.
 
(2) Obligations related to Mr. Yasinsky's retirement benefits have been assumed
    by OMNOVA Solutions Inc. Although Mr. Yasinsky is no longer covered by the
    GenCorp Salaried Pension Plan or Benefit Restoration Plan and GenCorp has no
    liability for his future retirement benefits, estimated benefit information
    is included in the foregoing table solely to satisfy
 
                                       14

<PAGE>   17
 
    Securities and Exchange Commission disclosure requirements. The benefit
    shown for Mr. Yasinsky is the product of (i) total years of service
    (including 30 years credited upon Mr. Yasinsky's original employment by
    GenCorp, plus additional years accrued as an employee until age 65), (ii)
    1.47%, and (iii) the average of his five highest years of compensation
    (salary and incentive bonus only) during the ten years preceding retirement.
 
                            ------------------------
 
COMPENSATION OF DIRECTORS
 
  Each nonemployee director receives a retainer of $24,000 per year and an
attendance fee of $1,000 for each Board and Committee meeting attended.
Nonemployee directors who serve as Chairman of a Committee of the Board receive
an annual fee of $2,000 in consideration of such service.
 
  Nonemployee directors annually may elect to defer all or a percentage of their
retainer, any committee Chairman's fee and meeting attendance fees pursuant to a
deferred compensation plan for nonemployee directors. The plan is unfunded, and
deferred amounts are credited, at the election of the director, with phantom
shares in a GenCorp stock fund, an S&P 500 index fund, or a cash deposit
program. Deferred amounts and earnings are payable after termination of GenCorp
Board service in either a lump sum or installments as elected by the director.
 
  In March 1999 each nonemployee director received 250 restricted shares of
GenCorp Common Stock pursuant to the terms of a Restricted Stock Agreement
between the director and the Company. The restricted shares will vest March 31,
2001. Dividends on restricted shares are automatically reinvested through the
Company's dividend reinvestment program (unless a director opts out). All shares
may be voted, but ownership may not be transferred until service on the Board
terminates. Unvested shares will be forfeited in the event of a voluntary
resignation or refusal to stand for reelection, but vesting will be accelerated
in the event of death, disability or retirement pursuant to the Company's
Retirement Plan for Nonemployee Directors described below or upon the occurrence
of a change in control or announcement of a tender or exchange offer which would
result in a person holding beneficial ownership of 30% or more of the
outstanding GenCorp common stock.
 
  Nonemployee directors of GenCorp are eligible for stock option grants and
restricted stock awards under the GenCorp 1999 Equity and Performance Incentive
Plan. No such option awards were granted during fiscal 1999.
 
  Each nonemployee director who terminates his or her service on the Board after
at least sixty months of service will receive an annual retirement benefit equal
to the retainer in effect on the date such director's service terminates,
payable in monthly installments, until the number of monthly payments made
equals the lesser of (a) the individual's months of service as a director, or
(b) 120 monthly payments. In the event of death prior to payment of the
applicable number of installments, the aggregate amount of unpaid monthly
installments will be paid, in a lump sum, to the retired director's surviving
spouse or other designated beneficiary, if any, or to the retired director's
estate.
 
  Under the Board's retirement policy, a director's term of office normally
expires at the annual meeting following his or her seventieth birthday
regardless of the term of the class for which such director was last elected.
Under special circumstances, however, the Board may waive immediate compliance
and request that a director postpone his or her retirement until a subsequent
date.
 
  Directors who are also employees of the Company are not compensated separately
for serving on the Board and are not paid a
 
                                       15

<PAGE>   18
 
retainer or additional compensation for attendance at Board or committee
meetings.
 
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
 
  Mr. Robert A. Wolfe's July 28, 1997 employment agreement provided an initial
base salary of $325,000 per annum and a guaranteed 1997 incentive bonus equal to
50% of the bonus amount to which he would have been entitled if he had been
employed by Aerojet during the entire 1997 fiscal year. Upon his employment
date, Mr. Wolfe received an option to purchase 75,000 shares of GenCorp common
stock at an exercise price equal to the closing market price on his employment
date, and 12,300 restricted shares of GenCorp common stock. During a three-year
restriction period, Mr. Wolfe has full dividend and voting rights, but he will
forfeit 100% of the restricted shares if his employment at GenCorp terminates
within three years of his employment date other than due to death, disability or
change-in-control. If Mr. Wolfe's employment terminates due to a
change-in-control of GenCorp within five years of his employment date, GenCorp
will pay to him the accrued pension benefits in which he failed to vest pursuant
to the terms of the Aerojet Consolidated Pension Plan and GenCorp Benefits
Restoration Plan; if his employment terminates for any reason after three years
from his employment date, GenCorp will guarantee a minimum annual retirement
income of $57,239.
 
  Mr. Terry Hall's May 6, 1999 employment agreement provided an initial base
salary of $310,000 per annum, a $50,000 one-time sign-on bonus, and a guaranteed
1999 incentive bonus equal to 75% of his starting base salary, or $232,500. Upon
his employment date, Mr. Hall received an option to purchase 35,000 shares of
GenCorp common stock at an exercise price equal to the closing market price on
his employment date, and 15,000 restricted shares of GenCorp common stock.
During a three-year restriction period, Mr. Hall has full dividend and voting
rights, but he will forfeit 100%, 66 2/3% and 33 1/3% respectively, of the
restricted shares if his employment at GenCorp terminates within one year, two
years or three years, respectively, of his employment date, other than due to
death, disability or change-in-control of Aerojet.
 
  During 1997 the Board of Directors authorized GenCorp to enter into amended
and restated severance agreements with ten existing elected officers. The
severance agreements provide for a severance payment in an amount equal to the
officer's base salary plus bonus (as defined in the agreement) multiplied by a
factor of 3 in the case of the GenCorp Chief Executive Officer or a GenCorp
Senior Vice President, or by a factor of 2 for other covered officers, if within
three years after a change-in-control (as such term is defined in the
agreements), the officer's employment is terminated (1) by GenCorp for any
reason other than death, disability or cause, or (2) by the officer following
the occurrence of one or more adverse events enumerated in the agreement. The
agreements provide for payment of performance awards under the Long-Term
Incentive Program, continuation of health and life benefits for 24 or 36 months,
as appropriate, vesting of accrued retirement benefits, payment of the amount
required to cover excise taxes, if any, financial counseling, outplacement, and
accounting fees and costs of legal representation if required to enforce the
agreement. The severance agreements renew annually unless terminated pursuant to
their provisions. Following the spin-off of OMNOVA, Mr. Wolfe received a
severance agreement as Chairman, CEO and President which provides for a
severance payment equal to salary plus bonus multiplied by a factor of 3, and
severance agreements were entered into with the newly appointed executive
officers. All named executive officers are covered by a severance agreement.
 
                                       16

<PAGE>   19
 
  In anticipation of the October 1, 1999 spin-off of OMNOVA Solutions Inc. from
GenCorp, GenCorp adopted the 1999 Key Employee Retention Plan which provides for
payment of up to two annual cash retention payments to eligible employees who
satisfactorily continue their employment with GenCorp or OMNOVA Solutions,
attain specific performance objectives (including completion of the spin-off)
and meet all plan requirements. Fourteen key employees received Key Employee
Retention Letter Agreements pursuant to the plan, providing for individual total
retention payments ranging from $75,000 to $800,000. Pursuant to the plan, the
following payments may be made to the executive officers at the end of the first
and second years, respectively: Mr. Wolfe, $200,000 and $200,000; Mr. Phillips,
$175,000 and $175,000; Mr. Harmon, $100,000 and $50,000; Mr. Miotke, $75,000 and
$75,000; Mr. Fischer, $75,000 and $75,000; and Mr. Yasinsky, $200,000 and
$600,000. Obligations for payments to Mr. Yasinsky have been assumed by OMNOVA
Solutions Inc.
 
  During 1999 GenCorp adopted a transfer policy for certain key employees of
GenCorp who will remain employees of GenCorp after the spin-off of OMNOVA
Solutions Inc. Transfer agreements provide (1) that the employee's salary and
bonus opportunity will not be reduced, (2) for continued eligibility to
participate in any long-term incentive plan which GenCorp may adopt, (3) for a
home equity buyout of the employee's current residence, (4) for a relocation
payment, equal to two times the employee's monthly salary (grossed-up for tax
liability) related to the relocation of GenCorp's executive offices from Ohio to
California, and (5) for Enhanced Involuntary Separation Pay if the employee is
terminated without cause within two years of the spin-off. Various key
employees, including Messrs. Phillips and Harmon, received transfer agreements.
 
  Mr. Yasinsky's employment agreement, which has been assumed by OMNOVA
Solutions, Inc., provides that if the directors remove him from the position of
Chairman and CEO prior to age 65 for any reason other than for "cause" as
defined in his October 18, 1993 employment agreement, Mr. Yasinsky may elect to
terminate his employment and receive (a) a termination payment equal to two
times the sum of (i) his annual base salary at the time of termination and (ii)
his incentive bonus for the last completed fiscal year preceding termination,
and (b) a supplemental pension determined as described in footnote (2) on page
14. The agreement also provides that Mr. Yasinsky will participate in the
GenCorp Pension Plan, (now replaced by the OMNOVA Solutions Pension Plan for Mr.
Yasinsky) and that his supplemental pension will be offset by the amount of any
pension payment made from his employer's pension plan and any pension payment
received from his former employer. In the event of death prior to electing a
payment option, the supplemental pension will be paid to Mr. Yasinsky's
surviving spouse for her life, calculated as if he had attained age 62, retired,
and elected a joint and 100% survivor annuity. In the event of disability prior
to age 62, the Company will pay Mr. Yasinsky an amount equal to 60% of his base
monthly salary (offset for payments received under Social Security) until
eligible for supplemental pension benefits at age 62.
 
ORGANIZATION & COMPENSATION COMMITTEE FUNCTION
 
  The Organization & Compensation Committee ("Committee") advises and recommends
to the Board of Directors the total compensation of the Chairman of the Board,
Chief Executive Officer and President. In addition, the Committee, with the
counsel of the Chief Executive Officer, considers and establishes base pay and
incentive bonuses for the executive officers of the Company elected by the Board
(other than those named above). The base pay and incentive bonuses of the
principal executives of the consolidated Company are subject to ratification by
the Committee.
 
  The Committee also administers the Company's long-term incentive and deferred
com-
 
                                       17

<PAGE>   20
 
pensation plans and makes recommendations to the directors concerning such
plans. Further information regarding the functions of the Organization &
Compensation Committee appears on page 6.
 
ORGANIZATION & COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
  The Committee is composed entirely of nonemployee directors. Current Committee
members are William K. Hall, Committee Chairman, James M. Osterhoff, Irving
Gutin and Sheila E. Widnall. All nonemployee directors participate in decisions
regarding the compensation of the Chairman and Chief Executive Officer.
Therefore, J. Gary Cooper and Robert K. Jaedicke (as well as former GenCorp
directors) also participated in decisions regarding Mr. Wolfe's and Mr.
Yasinsky's 1999 compensation.
 
         BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
EXECUTIVE COMPENSATION PHILOSOPHY
 
  The Committee desires to provide an executive compensation program which
allows for the effective recruitment, retention and motivation of highly
qualified individuals who are key to the Company's current and future success.
The Committee believes the Company's executive compensation program is designed
to: create and reinforce a strategic alignment among the vision, goals and
priorities of the Company; promote the interests of GenCorp's shareholders;
respond to, and differentiate, both individual responsibilities and performance;
properly balance the focus on both short and long-term Company performance;
allow the Company to respond to changes for similar positions in the competitive
marketplace; and prudently administer the fiscal resources of the organization.
In the application of this philosophy, the Committee recognizes the need to
attract and retain individuals who, by their actions, will add to shareholder
value.
 
  In order to strengthen the alignment between the interests of shareholders and
the interests of senior executives of the Company, in 1997 the Committee
approved share ownership guidelines which apply to the Company's elected
officers and took effect beginning in 1998. Under these guidelines, each elected
officer is expected to own shares of GenCorp Common Stock equal in aggregate
market value to a designated multiple of the officer's annual salary. These
ownership levels should be attained within five years from the effective date of
the program, and anyone who becomes an elected officer after 1998 will be
expected to comply with the ownership guidelines within five years from his or
her election. Shares beneficially owned through any GenCorp compensation or
benefit plan will be included in an officer's aggregate ownership, but
unexercised stock options will not count toward fulfillment of the guidelines.
 
EXECUTIVE COMPENSATION STRUCTURE
 
  During 1999, executive compensation at GenCorp consisted of four components --
base pay, an annual incentive bonus, stock options and, until October 1999, an
opportunity to participate in the GenCorp Inc. Long-Term Incentive Program. Each
of these components is intended to meet a different objective. They are combined
to focus the individual executive on high levels of sustained performance
directed at key organizational objectives. A degree of risk/reward potential has
been built into the compensation program to provide adequate motivation to
achieve superior results.
 
  Compensation levels for executives vary depending on the scope of their
individual responsibilities, as well as on the degree of individual performance
and achievement.
 
                                       18

<PAGE>   21
 
ANNUAL COMPENSATION
 
  Annual compensation consists of two components: base pay and incentive bonus.
Each year the Committee reviews historical information and analyses of current
executive compensation trends and practices. Information for these analyses is
derived from several national executive compensation surveys.
 
  The data selected from these surveys is representative of organizations which
are similar to the Company in sales volume and business focus. The 50th
percentile of compensation survey data is used as a reference point in
combination with actual performance, in establishing competitive compensation
levels within the Company.
 
BASE PAY
 
  The level of base pay for the reported executives is established relative to
the 50th percentile of competitive pay levels for comparable positions at
similar organizations. Each executive position is reviewed against this
standard, with consideration given to performance and experience. These factors
are incorporated into a determination regarding the level at which to set, and
the amount by which to change, any executive's base pay. No specific weighting
is applied to these factors. Rather, the collective judgment of the Committee
members is utilized in establishing the appropriate level of base pay for the
following year.
 
ANNUAL INCENTIVE BONUSES
 
  Since fiscal 1995, incentive bonuses have been determined pursuant to the
Company's Executive Incentive Compensation Program which was approved by the
Committee at its January 1995 meeting.
 
  The primary purpose of this pay-for-performance program is to reward
executives for achievement of specific objectives in three primary areas of
responsibility: financial performance, continuous improvement (operational
objectives applicable to the Company's business units) and special objectives
(specific to the individual). Incentive bonus amounts are intended to vary in a
consistent and predictable manner with the financial and operational performance
of the Company and its various business units, as well as with the performance
of the individual executive.
 
  Executives in positions which have significant scope, authority and impact on
the Company's performance may be considered for participation. The named
executive officers all participate in the program.
 
  Annually, financial performance objectives for the consolidated Company and
each business unit are derived from stretch target goals established in the
annual operating plan (AOP). Continuous improvement objectives for the business
units are derived from the AOP, and are based upon a comparison to the results
of the prior year.
 
  Special objectives are activities that should be accomplished during the year
to achieve results which may be outside of the direct measurements associated
with financial performance and continuous improvement, yet are of significant
value to overall Company performance. Typically special objectives relate to
projects which will impact other measures or strategic actions that will benefit
the Company over an extended period of time. Two or more individuals may share a
special objective where mutual effort is required for its accomplishment.
 
  Each participating executive has a maximum incentive opportunity expressed as
a percentage of annual base pay. The level of this incentive opportunity has
been set after a review of prevailing incentive opportunities for similar
executive positions at similar organizations. These opportunities vary depending
on the anticipated level of potential contribution for a particular position.
 
                                       19

<PAGE>   22
 
  The three performance categories, financial performance, continuous
improvement, and special objectives, are taken into account, as appropriate, in
determining an incentive bonus award. The three performance categories are
weighted in importance, and total 100% of the incentive opportunity. This
weighting may be adjusted in any year to allow management flexibility in
focusing the executive on critical achievement areas.
 
  At the end of each fiscal year, management evaluates each executive for each
of the applicable performance categories, and recommends to the Committee a
bonus commensurate with the performance achieved. The financial performance
category yields no bonus if the threshold level of return on assets employed
(ROAE) for the fiscal year has not been achieved. For continuous improvement in
operations, no credit is given for any item which has results that show no
improvement from the prior year's performance.
 
  These performance evaluations, with appropriate discretionary adjustments,
form the basis for management's recommendations to the Committee. Incentive
bonuses are generally paid in cash. However, the Company's elected officers
received 20% of their incentive payments attributable to the 1997 and 1998
fiscal years in shares of GenCorp Common Stock.
 
The Organization & Compensation Committee has advised management that it will
consider recommendations for a replacement incentive bonus program for year 2000
and beyond. Management currently plans to propose a replacement plan.
 
LONG-TERM INCENTIVE PROGRAM
 
  The Long-Term Incentive Program, which was terminated following the spin-off
of OMNOVA Solutions Inc., had limited executive participation that included the
named executive officers. The purpose of the program was to motivate executives
to achieve sustained improvement in predetermined performance objectives over a
three-year period. The nonemployee directors set specific threshold, target, and
maximum achievement levels for each three-year performance period after
reviewing the strategic business plans of the Company. For the 1999-2001
performance period, upon recommendation of the Committee, the nonemployee
directors adopted ROAE as one of two performance measures (each weighted at 50%)
for the consolidated Company and each business unit. Earnings per share (EPS)
growth was an additional performance measure for corporate participants and
operating profit growth was an additional performance measure for each business
unit. Information concerning potential earnings and actual payments made upon
termination of the Program is set forth in footnotes (1) through (4) following
the Long-Term Incentive Plans -- Awards in Last Fiscal Year table on page 12.
 
  The Long Term Incentive Plan was terminated following the spin-off of OMNOVA.
However, the Organization & Compensation Committee has advised management that
it will consider recommendations for a replacement long term incentive program
under the new GenCorp 1999 Equity and Performance Incentive Plan approved by
shareholders at the September 8, 1999 Special Shareholders Meeting.
 
STOCK OPTIONS
 
  The Company's philosophy is to consider the interests of shareholders in the
payment of executive compensation, and specifically, to link the interests of
executives to the interests of shareholders. Stock options help accomplish this
goal and are an important component of overall compensation. In 1999 the Company
granted stock options to executives in positions that have the ability to
significantly impact the Company's performance. In determining the size of these
grants the Company followed competitive norms based on the current practice of a
broad base
 
                                       20

<PAGE>   23
 
of companies with comparable revenues. Future option grants may be considered
under the new GenCorp 1999 Equity and Performance Incentive Plans.
 
ORGANIZATION & COMPENSATION COMMITTEE POLICY WITH REGARD TO DEDUCTIBILITY OF
EXECUTIVE COMPENSATION
 
  Section 162(m) of the Internal Revenue Code imposes limits on the
deductibility of certain compensation in excess of $1 million paid to the Chief
Executive Officer and other named executive officers of public companies.
Management has reviewed the regulations and feels that the current compensation
program and policies are appropriate. The Company's executive compensation
program contains several elements, each of which are intended to support
organizational goals and priorities. Factors taken into consideration in setting
compensation targets and determining actual distribution of awards include:
prevailing pay practices for comparable organizations, performance of
individuals as well as business units and the Company, expansion of
responsibilities, and potential for future contributions.
 
  In those years when performance is exceptional, it is possible under the
current compensation program for one or more officers to surpass the $1 million
threshold. At this time the Committee does not believe that accommodating the
IRS regulations will produce material benefits or increases in shareholder
value. However, the Committee intends to review this issue regularly and may
change its position in future years.
 
By: The Organization & Compensation
     Committee of the Board of Directors:
 
W. K. Hall, Chairman
James M. Osterhoff
Irving Gutin
Sheila E. Widnall
 
CEO COMPENSATION
 
  At its meeting on January 28, 1999, the Committee reviewed Messrs. Yasinsky's
and Wolfe's compensation history and, in the case of Mr. Yasinsky, comparable
CEO annual cash compensation data available from several national executive
compensation survey sources, including the Towers Perrin Executive Compensation
Data Base and Hewitt Associates Project 777, Management Compensation Services
study. Based on the foregoing information and the recognition that both Mr.
Yasinsky and Mr. Wolfe were each meeting performance expectations, the Committee
approved a      % increase in Mr. Wolfe's base pay to $          for fiscal 1999
and recommended to the nonemployee directors that base pay for Mr. Yasinsky be
increased      % to $          for fiscal 1999.
 
  At its March 1999 meeting, the Board granted Messrs. Wolfe and Yasinsky
options to purchase 30,000 shares and 110,000 shares, respectively, of GenCorp
Common Stock based on consideration of their performance and the competitive
status of total long-term compensation compared with CEOs of comparable
companies.
 
  Ordinarily the Organization & Compensation Committee reviews the performance
of the Chief Executive Officer for a fiscal year at the Committee's January
meeting following the close of such fiscal year, and recommends to the Board of
Directors thereafter the incentive bonus payable for the completed fiscal year
and the CEO's salary increase to be granted for the succeeding fiscal year.
 
  In anticipation of the spin-off of OMNOVA Solutions, the Board, in September
1999, upon recommendation of the Organization & Compensation Committee,
authorized payment of bonus amounts to all participants in the Executive
Incentive Compensation Plan for the period ending November 30, 1999 determined
on the basis of: (a) financial performance consisting of (1) actual performance
up to the date of the spin-off and
 
                                       21

<PAGE>   24
 
(2) budgeted performance for the remainder of the period according to GenCorp's
annual operating plan; and (b) actual achievement of individual special
objectives set early in fiscal 1999. Additionally, upon recommendation of the
Organization & Compensation Committee, the Board authorized the Chairmen of the
OMNOVA Solutions and GenCorp Organization & Compensation Committees (both of
whom had served as members of the GenCorp Committee prior to the spin-off) to
review and approve, prior to payout, the amounts determined by the foregoing
formula for the CEOs of OMNOVA and GenCorp. The Chairmen met by telephone
conference in November 1999 and reviewed the calculated bonus amounts of
$702,800 for Mr. Yasinsky and $269,200 for Mr. Wolfe. After consideration of
various factors, the Chairmen, in their sole discretion reduced Mr. Yasinsky's
bonus amount to $675,000 and increased Mr. Wolfe's bonus amount to $350,000. Mr.
Yasinsky's bonus obligation was assumed by Omnova Solutions. Bonus amounts were
to be paid in cash in January 2000.
 
  The foregoing recommendations were approved prior to the spin-off by the
nonemployee directors then constituting the Board of GenCorp, including current
directors:
 

<TABLE>
  <S>                     <C>
  J. Gary Cooper          Robert K. Jaedicke
  William K. Hall         James M. Osterhoff
</TABLE>

 
                                       22

<PAGE>   25
 
                               PERFORMANCE GRAPH
 
     The following graph compares the cumulative total shareholder return,
assuming reinvestment of dividends, of the Company's Common Stock with the
cumulative total return, assuming reinvestment of dividends, of the Standard &
Poor's Manufacturing (Diversified) Index and the Standard & Poor's 500 Composite
Stock Price Index.
 
                     COMPARISON OF CUMULATIVE TOTAL RETURN
    AMONG GENCORP, S&P 500 INDEX, AND S&P MANUFACTURING (DIVERSIFIED) INDEX
 

<TABLE>
<CAPTION>
                                                                                                            S@P MANUFACTURING
                                                      GENCORP INC.                   S@P 500                  (DIVERSIFIED)
                                                      ------------                   -------                -----------------
<S>                                             <C>                         <C>                         <C>
'1994'                                                      100                         100                         100
'1995'                                                    119.1                      136.98                       146.6
'1996'                                                   196.02                      175.14                      205.91
'1997'                                                   272.79                      225.08                      242.78
'1998'                                                   274.52                      278.34                      273.81
'1999'                                                   220.42                       336.5                      327.72
</TABLE>

 

<TABLE>
<CAPTION>
                                                           YEARS ENDING NOVEMBER 30
                                           ---------------------------------------------------------
              COMPANY/INDEX                 1994      1995      1996      1997      1998      1999
              -------------                 ----      ----      ----      ----      ----      ----
<S>                                        <C>       <C>       <C>       <C>       <C>       <C>
GENCORP                                    $   100   $119.10   $196.02   $272.79   $274.52   $220.42
S&P 500                                    $   100   $136.98   $175.14   $225.08   $278.34   $336.50
S&P MANUFACTURING (DIVERSIFIED)            $   100   $146.60   $205.91   $242.78   $273.81   $327.72
</TABLE>

 
SOURCE: STANDARD & POOR'S COMPUSTAT
 
                                       23

<PAGE>   26
 
                      APPOINTMENT OF INDEPENDENT AUDITORS
 
  Upon recommendation of the Audit Committee, and subject to ratification by the
shareholders at the March 29, 2000 Annual Meeting, the Board of Directors has
appointed Ernst & Young LLP as independent auditors to examine the consolidated
financial statements of the Company for the fiscal year ending November 30,
2000.
 
  If the Board's appointment is not ratified, or if Ernst & Young LLP declines
to act or becomes incapable of action, or if their appointment is discontinued,
the Board will appoint other independent auditors whose continued appointment
after the next Annual Meeting of Shareholders shall be subject to ratification
by the shareholders.
 
  Ernst & Young representatives are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they so desire,
and it is expected that they will respond to appropriate questions raised at the
meeting.
 
  The persons named in the accompanying form of proxy intend to vote such
proxies to ratify the appointment of Ernst & Young LLP unless a contrary choice
is indicated.
 
  The Board of Directors recommends a vote FOR ratification of the appointment
of independent auditors.
 
         PROPOSALS 3 -- 8: PROPOSED AMENDMENTS TO THE AMENDED ARTICLES
          OF INCORPORATION AND AMENDED CODE OF REGULATIONS OF GENCORP
 
  Approval of Proposals 3-8 will constitute approval of the amendments to the
Amended GenCorp Articles (the "GenCorp Articles") and Amended GenCorp
Regulations (the "GenCorp Regulations") discussed under this heading. Approval
of Proposals 3-8 is being sought because Ohio law requires such approval.
Accordingly, if Proposals 3-8 are not approved by the shareholders, the
amendments to the GenCorp Articles and Regulations covered in any defeated
proposal (or proposals) could not occur. If adopted, the amendments to the
GenCorp Articles will become effective as soon as they are filed with the
Secretary of State of the State of Ohio, which GenCorp expects to occur as soon
as practicable after the Annual Meeting. If adopted, the amendments to the
GenCorp Regulations will become effective immediately upon approval by
shareholders.
 
  Abstentions and non-votes are counted as present for purposes of determining
whether a quorum is present at the meeting. Withheld votes and broker non-votes
will be treated as though they were votes against the amendments to the
Company's articles of incorporation and code of regulations.
 
  At a meeting held on May 11, 1999, the GenCorp Board approved, and recommended
that the shareholders of GenCorp adopt certain amendments to the GenCorp
Articles and Regulations. Certain of the proposed amendments were designed to
modernize and update the GenCorp Articles and Regulations, and others were
designed to enhance the ability of the GenCorp Board to promote the interests of
GenCorp and its shareholders, employees, and other constituents in the context
of an unsolicited takeover proposal for GenCorp. The amendment proposals were
combined into a single proposal, which was not approved by the shareholders at
the Special Meeting of the Shareholders held on September 10, 1999 (the "Special
Meeting").
 
  Since the Special Meeting, the Board has been informed that the primary
shareholder objections to the proposal were to the amendments that would have
strengthened the antitakeover protections available to GenCorp. The Board has
reconsidered the
 
                                       24

<PAGE>   27
 
proposed amendments presented at the Special Meeting and still believes that
certain amendments to the GenCorp Articles and Regulations are desirable in
order to update and modernize those documents. Proposals 3-8 constitute six of
the twelve proposals presented at the Special Meeting. The remaining six
proposed amendments presented at the Special Meeting are not being re-submitted
for consideration at the Annual Meeting because the Board believes that their
primary purpose or effect was to strengthen the antitakeover protections
available to GenCorp.
 
  Accordingly, at a meeting held on February 1, 2000, the GenCorp Board
approved, and recommended that the shareholders adopt, the following amendments
to the GenCorp Articles and Regulations. The amendments that the GenCorp Board
is reproposing are described below, and are contained in separate proposals.
 
  A composite copy of the GenCorp Articles and Regulations, each as proposed to
be amended and for which approval is sought are attached hereto as Annexes A and
B, respectively. The composite copies contain notes indicating which Proposal
would affect each amendment. These notes will not be included in the amended
Articles and Regulations. Accordingly, a vote to approve any of the amendments
will be deemed to be a vote to adopt those portions of the composite articles or
composite regulations that incorporate that amendment. Although the following
description is a summary of the material changes made by the proposed
amendments, it should be read in conjunction with, and is qualified by reference
to, the full text of those documents.
 
  PROPOSAL 3. Proposal 3 is a proposal to amend the GenCorp Articles to
designate Cleveland, Ohio as the location of GenCorp's principal offices for the
purposes of Ohio law. This proposal is necessary because GenCorp's corporate
offices have moved to Sacramento, California as a result of GenCorp's spin-off
of OMNOVA Solutions Inc. Consequently, GenCorp no longer has any facilities in
Ohio. GenCorp currently intends to name a Cleveland, Ohio firm as its statutory
agent in Ohio, and the offices of that agent will serve as the principal offices
of GenCorp for the purposes of Ohio law.
 
  Approval of Proposal 3 requires the affirmative vote of the holders of 66 2/3%
of the shares of GenCorp Common Stock outstanding on the record date.
 
  PROPOSAL 4. Proposal 4 is a proposal to amend the GenCorp Regulations to
provide that GenCorp's corporate seal contain only the words "GENCORP INC" and
"corporate seal." The GenCorp Regulations currently provide that its corporate
seal shall contain the words "GENCORP INC., FAIRLAWN, OHIO". Like Proposal 3,
Proposal 4 is necessary because GenCorp no longer has a facility in Fairlawn,
Ohio.
 
  Approval of Proposal 4 requires the affirmative vote of the holders of a
majority of the outstanding shares of GenCorp Common Stock outstanding on the
record date.
 
  PROPOSAL 5. Proposal 5 is a proposal to amend the GenCorp Articles to provide
that its corporate purpose is to engage in any lawful act or activity for which
corporations may be formed under Ohio law. The GenCorp Articles currently
provide that GenCorp's corporate purpose is to engage in a list of specified
activities, which include a variety of manufacturing and related activities.
Ohio law provides that a corporation may engage in any purpose or combination of
purposes for which individuals lawfully may associate themselves.
 
  The GenCorp Board believes that it is in the interests of GenCorp and its
shareholders to replace the specific purpose clause currently contained in the
GenCorp Articles with a more modern general purpose clause. A general purpose
clause will provide GenCorp with
 
                                       25

<PAGE>   28
 
additional flexibility to enter into new lines of business and allow GenCorp to
take advantage of the flexible corporate purpose provisions of Ohio law.
 
  Approval of Proposal 5 requires the affirmative vote of the holders of 66 2/3%
of the shares of GenCorp Common Stock outstanding on the record date.
 
  PROPOSAL 6. Proposal 6 is a proposal to amend the GenCorp Regulations to
permit additional forms of proxy authorizations. Before September 1999, Ohio law
provided that proxy authorizations must be in writing. In September 1999, an
amendment to Ohio law that authorizes the use of electronic, telephonic and
other forms of modern proxy authorizations became effective. Accordingly, under
Ohio law, Ohio corporations are now entitled to allow any proxy authorizations
by "a verifiable communication authorized by the shareholder," including e-mail
and telephone, as well as written proxies.
 
  The GenCorp Regulations still follow the prior version of the Ohio law and
require that a proxy be in writing. Therefore, the GenCorp Regulations currently
prohibit proxy voting by e-mail, telephone and other electronic media,
notwithstanding the amendment to Ohio law. In order for GenCorp to utilize the
more modern forms of proxy voting now permitted by Ohio law, the GenCorp
Regulations must be amended. The proposed amendment to the GenCorp Regulations
would provide that proxies may be in any form authorized by Ohio law.
 
  Approval of Proposal 6 requires the affirmative vote of the holders of a
majority of the shares of GenCorp Common Stock outstanding on the record date.
 
  PLEASE NOTE THAT E-MAIL, TELEPHONE AND OTHER ELECTRONIC PROXY AUTHORIZATIONS
MAY NOT BE USED FOR THE UPCOMING ANNUAL MEETING. IN ORDER FOR YOUR SHARES TO BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
 
  PROPOSAL 7. Proposal 7 is a proposal to amend the GenCorp Regulations to
require GenCorp to indemnify its directors and officers against all expenses
actually and necessarily incurred by him in connection with the defense of any
action, or any appeal therein, by or in the right of GenCorp to which he is made
or threatened to be made a party to by reason of being or having been a director
or officer of GenCorp or a related corporation, except in relation to matters as
to which he is adjudged to be liable for negligence or misconduct in the
performance of his duty to GenCorp. "Related corporation" means any corporation
in which GenCorp owns or owned shares or of which it is or was a creditor.
 
  Further, the GenCorp Regulations currently require GenCorp to indemnify each
current or former director made or threatened to be made a party to any action
(other than one by or in the right of GenCorp) by reason of being or having been
a director or officer of GenCorp or any related corporation, against all
judgments, fines, amounts paid in settlement and expenses, actually and
necessarily incurred by him as a result of such action or any appeal therein if
he acted in good faith for a purpose that he reasonably believed to be in the
best interests of GenCorp. In criminal actions, indemnification is required only
if the indemnitee had no reasonable cause to believe that his conduct was
unlawful.
 
  Indemnification is automatic under the current GenCorp Regulations only if the
director or officer has been wholly successful in defending an action brought
against him or if ordered by a court. Otherwise, indemnification must be found,
by the GenCorp Board or certain members thereof or by a committee of
shareholders appointed by the GenCorp Board, to be appropriate because the stan-
 
                                       26

<PAGE>   29
 
dard of conduct described above with respect
to such action has been met.
 
  The GenCorp Regulations currently provide that GenCorp may indemnify or agree
to indemnify any person not covered by the indemnification section of the
GenCorp Regulations and may indemnify or agree to indemnify any person in any
case not provided for therein. Further, the GenCorp Regulations provide that the
rights to indemnification set forth therein are in addition to any rights to
which any person may otherwise be or become entitled by agreement, provision of
the GenCorp Articles, vote of shareholders, court order or otherwise.
 
  The proposals relating to amendment of the indemnification provisions expand
the required indemnification to cover current and former employees and agents of
the corporation, to cover those who acted as a director, officer, employee or
agent of any other corporation or entity at the request of GenCorp, and to
require that indemnification shall be provided to the fullest extent permitted
by law. Additionally, the proposed amendments would require GenCorp to advance
expenses in certain circumstances.
 
  All of GenCorp's directors and certain of its officers are currently parties
to indemnification agreements that, among other things, require indemnification
to the fullest extent permitted by law and advancement of expenses in certain
circumstances. Due to the scope of Ohio law and the provisions of the existing
indemnification agreements, this amendment does not materially alter GenCorp's
existing obligations with respect to its current directors and certain of its
current officers. The proposed amendment would, however, make the GenCorp
Regulations consistent with the indemnification agreements currently in place
and expand the protections provided in those agreements to other officers and to
employees and agents of GenCorp.
 
  While to date GenCorp has not experienced material difficulty in attracting
qualified candidates for directorships or in retaining directors, the GenCorp
Board believes that enhancing the right of directors to receive indemnification
and advance payment of litigation expenses will, over the long term, facilitate
GenCorp's ability to recruit and retain qualified outside directors. In
addition, the enhancement of indemnification rights and rights to advancement of
expenses may also help GenCorp to attract and retain quality officers and
employees.
 
  Approval of Proposal 7 requires the affirmative vote of the holders of a
majority of the GenCorp Common Stock outstanding on the record date.
 
  PROPOSAL 8. Proposal 8 is a proposal to amend the GenCorp Articles by
increasing the number of authorized shares of GenCorp Common Stock from
90,000,000 to 150,000,000. The GenCorp Articles currently provide that the
authorized capital stock of GenCorp consists of 15,000,000 shares of Cumulative
Preference Stock, par value $1.00 per share, and 90,000,000 shares of Common
Stock, par value $0.10 per share. As of January 31, 2000, no shares of
Cumulative Preference Stock were outstanding and 41,865,301 shares of GenCorp
Common Stock were outstanding. In addition, as of January 31, 2000, GenCorp had
reserved for future issuance under various stock option plans and the
GenCorp/OMNOVA Savings Plan 10,500,262 shares of GenCorp Common Stock.
 
  The GenCorp Board considers it in the best interest of GenCorp and its
shareholders to adopt the proposal to increase the number of authorized shares
of GenCorp Common Stock. The additional authorized capital stock will be
available for stock dividends or splits, additional grants under GenCorp's
employee stock option plans, future transactions, such as acquisitions of other
businesses or properties, selling stock to raise additional capital
 
                                       27

<PAGE>   30
 
and for other corporate purposes. Currently, GenCorp has no specific plan,
commitment or arrangement for the issuance of additional shares of GenCorp
Common Stock, other than the issuance of shares from time to time under its
benefit plans. If authorization of any increase in the authorized shares of
GenCorp Common Stock is postponed until a specific need arises, however, the
delay and expense incident to obtaining the approval of shareholders at that
time could impair GenCorp's ability to meet its objectives. Any future issuance
of shares by GenCorp will be made in accordance with applicable law, including
the rules of the New York Stock Exchange and the provisions of the GenCorp
Articles.
 
  Approval of Proposal 8 requires the affirmative vote of the holders of 66 2/3%
of the shares of GenCorp Common Stock outstanding on the record date.
 
RECOMMENDATION
 
  The Board of Directors recommends that shareholders vote "FOR" approval of
Proposals 3-8 to amend the GenCorp Articles and Regulations.
 
                                 OTHER BUSINESS
 
  The Company did not receive notice by December 29, 1999 that any shareholder
intended to present a proposal at the meeting. Therefore, if any other matters
do properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy pursuant to discretionary authority conferred
thereby, to vote the proxy in accordance with their best judgment on such
matters.
 
                              GENERAL INFORMATION
 
SUBMISSION OF SHAREHOLDER PROPOSALS
 
  Shareholders who intend to have their proposals considered for inclusion in
the Company's proxy materials related to the Year 2001 annual shareholders
meeting must submit their proposals to the Company no later than October   ,
2000. GenCorp's Nominating & Corporate Governance Committee will consider
shareholder suggestions for nominees for election to the Company's Board if such
suggestions are in writing and are accompanied by the written consent of each
such nominee. Such suggestions must be mailed to the Nominating & Corporate
Governance Committee, GenCorp, Attention: Secretary, and received by the
Secretary no later than December   , 2000 immediately preceding the date of the
annual meeting at which the nominee is to be considered for election.
Shareholders who intend to present a proposal at the Year 2001 annual meeting
without inclusion of that proposal in the Company's proxy materials are required
to provide notice of their proposal to the Company no later than December   ,
2000. The Company's proxy for the next annual meeting will grant authority to
the persons named to exercise their voting discretion with respect to any such
proposal of which the Company does not receive notice by December   , 2000. All
proposals for inclusion in the Company's proxy materials, notices of proposals
and suggestions for nominees for election to the Company's Board should be sent
to GenCorp Inc., Attention: Secretary, P.O. Box 537012, Sacramento, California
95853-7012.
 
                                       28

<PAGE>   31
 
SOLICITATION EXPENSE
 
  The Company will bear the cost of solicitation of proxies. In addition to the
use of the mails, the Company may solicit proxies by personal interview and
telephone. The Company will reimburse brokers and other persons holding shares
for others for their reasonable expenses in sending soliciting material to their
principals. The Company has also made arrangements with Georgeson & Company
Inc., New York, NY, to assist in the solicitation of proxies for a fee of $8,500
plus reimbursement of normal expenses.
 
  IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO VOTE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
 
                                            By Order of the Board of Directors,
 
                                            WILLIAM R. PHILLIPS, Secretary
February   , 2000
 
                                       29

<PAGE>   32
 
                                    ANNEX A
[NOTE: MARKINGS INDICATE PROPOSED AMENDMENTS.
TEXT THAT IS STRUCK THROUGH INDICATES LANGUAGE TO BE DELETED.
TEXT THAT IS UNDERLINED AND BOLD INDICATES LANGUAGE TO BE ADDED.
NOTES INDICATING THE PROPOSALS TO WHICH THE NOTED LANGUAGE
CORRESPONDS WILL NOT BE INCLUDED IN THE FINAL AMENDMENTS.]
 
                              COMPOSITE VERSION OF

                           ARTICLES OF INCORPORATION
                                       OF
                                  GENCORP INC.
                    (AS AMENDED AND PROPOSED TO BE AMENDED)
 
  ARTICLE FIRST: The name of the Corporation shall be GenCorp Inc. The
Corporation shall exist by virtue of, and be governed by, the laws of the State
of Ohio.
 
  ARTICLE SECOND: THE PLACE IN THE STATE OF OHIO WHERE ITS PRINCIPAL OFFICE IS
TO BE LOCATED IS [FAIRLAWN, SUMMIT COUNTY.] THE CITY OF CLEVELAND. [PROPOSAL 3]
 
  ARTICLE THIRD: THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN ANY LAWFUL ACT
OR ACTIVITY FOR WHICH CORPORATIONS MAY BE FORMED UNDER SECTION 1701.01 TO
1701.98, INCLUSIVE, OF THE OHIO REVISED CODE. [PROPOSAL 5]
 
  [ARTICLE THIRD: THE PURPOSES OF THE CORPORATION ARE:]
 
          [(a) To manufacture, or otherwise prepare for market, produce,
     generate, create, prospect for, explore for, discover, drill for, mine,
     quarry, convert, compound, separate, reduce, concentrate, refine, mill,
     smelt, crystallize, extract, treat, develop, use, construct, repair,
     purchase, lease, rent, import, or otherwise acquire, hold, store, own,
     maintain, operate, carry on, exhibit, sell, mortgage, lease, exchange,
     license, distribute, export or otherwise dispose of and generally deal or
     engage in or with, in the United States, any of its territories or
     possessions or in any foreign country:]
 
             [(i) all kinds of rubber, both natural and synthetic, compounds
        thereof, substitutes therefor, materials having properties or uses
        similar thereto and all products composed in whole or in part thereof,
        including, but without limitation, tires and tubes and mechanical rubber
        goods of all types and kinds;]
 
             [(ii) chemicals and chemical products of every description
        whatsoever, and raw materials for the production thereof, including, but
        without limitation, organic and inorganic matter, whether gas, liquid or
        solid, useful as end products, intermediates, monomers, polymers,
        condensation products, or copolymerization products, natural and
        synthetic resins, plastics, pigments, fission and radioactive materials,
        vulcanizing and compounding agents, insecticides, parasides, and
        medicinal, pharmaceutical and biological products of all kinds;]
 
             [(iii) cotton, rayon, nylon and other fibrous materials, natural or
        synthetic, and any compounds thereof and articles, products and fabrics
        composed in whole or in part thereof;]
 
             [(iv) metals, metal oxides, metallic ores, earths and substances,
        industrial minerals and rocks, and all kinds and grades of oil,
        petroleum, bituminous substances, carbon]
 
                                       A-1

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<PAGE>   33
 
        [and hydrocarbon products, gases, organic substances and natural
        substances, and the products, by-products, alloys, compounds, blends,
        elements, constituents, and combinations thereof of every kind and
        description, natural and synthetic;]
 
             [(v) machinery, tools, parts of machinery and similar articles of
        commerce of whatever substance composed;]
 
             [(vi) automobiles, trucks, trailers, tractors and any and all other
        automotive vehicles, aircraft, ships, boats and all other watercraft,
        railroads, waterways, docks and airports, and parts, equipment and
        accessories for any thereof;]
 
             [(vii) munitions, war supplies, and articles useful in the national
        defense;]
 
             [(viii) electric current and electric, steam, water, gas, atomic
        energy and other power, light or heat of every kind and description;]
 
             [(ix) other goods, wares, merchandise, property and commodities of
        every class and description, and all articles used or useful in
        connection therewith;]
 
             [(x) devices and appliances for the utilization of any of the
        herein described products;]
 
             [(xi) chemical, physical and other laboratories, industrial and
        scientific research of every kind and character and all products
        invented or developed thereby and all rights, licenses, franchises,
        patents, equipment, mechanical devices and contrivances in connection
        therewith;]
 
             [(xii) radio, television or other broadcasting, transmission or
        reception stations, motion pictures, motion picture films, all dramatic,
        musical and motion picture productions and publications of every kind,
        including all rights, licenses, franchises, patents, copyrights,
        equipment, mechanical devices and contrivances for the production,
        projection, exhibition, transmission and reception thereof, and any
        property necessary or desirable in connection with the maintenance and
        operation thereof, any business involving producing, reproducing,
        recording, broadcasting, televising, transmitting and receiving by any
        means whatsoever sound, pictures, images, films and photographs, and all
        materials, parts, devices, equipment, or related accessories, including
        without limitation films, images and photographs involved therein;]
 
             [(xiii) any mining, manufacturing, extraction, development,
        mercantile, entertainment, trading, transportation or navigation
        business of any kind or character whatever; and]
 
            [(xiv) such activities as might further any of the purposes above
        described.]
 
          [(b) As principal, agent, common merchant or consignee, to acquire,
     construct, alter, explore, manage, own, rent, hold, maintain, operate,
     patent, use, lease, mortgage, pledge, sell, deal in, turn to account or
     otherwise dispose of, any and all real and personal property of every class
     and description or any interest therein, rights and privileges suitable or
     convenient to any of the purposes or business of the Corporation within or
     without the United States, including any mines, wells, lands, quarries,
     locations, claims or any plants, factories, buildings, stores, theatres,
     warehouses, agencies, outlets, manufacturing and commercial establishments
     of every character, together with any equipment, fixtures, machinery, pipe
     lines, instruments and supplies necessary or incidental thereto or
     connected]
 
                                       A-2

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<PAGE>   34
 
     [therewith, and to acquire and sell, exhibit or otherwise dispose of
     products of any other manufacturer.]
 
          [(c) To adopt, apply for, purchase, register, lease, or in any manner
     acquire and to maintain, protect, hold, own, use, operate, exercise,
     develop and introduce, sell, lease assign, pledge or in any manner dispose
     of and to grant or take licenses or other rights in respect of and
     generally deal with any and all rights, inventions, improvements, letters
     patent, patents, patent rights, secret processes, scientific discoveries,
     patented processes, designs, and similar rights, copyrights, trademarks,
     trade names and similar rights, whether granted by, registered,
     established, recognized or otherwise existing under the laws of the United
     States or other countries, and to work, operate or develop the same and to
     carry on any business, manufacturing or otherwise, which may directly or
     indirectly effectuate these objects or any of them.]
 
          [(d) To enter into, make and perform contracts and partnership or
     syndicate agreements of every sort and description with any person, firm,
     association, corporation, municipality, body politic, county, state,
     territory or government, or colony or dependency thereof.]
 
          [(e) To borrow or raise moneys from time to time for any of the
     purposes of the Corporation without limit as to amount, whether or not
     secured and to take such action and to issue such security as may be
     necessary and advisable in connection therewith.]
 
          [(f) To purchase, acquire, hold, assume, pledge, or otherwise dispose
     of, stocks, bonds, or other evidences of indebtedness and securities of any
     corporation, association, partnership or firm, domestic or foreign, or of
     any individual, or of any domestic or foreign government or authority or
     political or administrative subdivision thereof and certificates or
     receipts of any kind representing or evidencing any interest in any such
     stocks, bonds, evidences of indebtedness or securities; to issue in
     exchange therefor its stocks, bonds, other evidences of indebtedness and
     securities; and, while the owner or holder of any thereof, to exercise all
     the rights, powers and privileges of ownership in respect thereof.]
 
          [(g) To aid, in any manner whatsoever, any corporation, partnership,
     association or individual in whose business the Corporation may be in any
     way interested.]
 
          [(h) The foregoing clauses shall be construed as powers as well as
     objects and purposes, and the matters expressed in each clause shall,
     unless otherwise expressly provided, be in nowise limited by reference to
     or inference from the terms of any other clause, but shall be regarded as
     independent objects, purposes and powers; and the enumeration of specific
     objects, purposes and powers shall not be construed to limit or restrict in
     any manner the meaning of general terms or the general powers of the
     Corporation; nor shall the expression of one thing be deemed to exclude
     another not expressed, although it be of like nature. The occurrence within
     any of the foregoing clauses of any purpose, power or object prohibited by
     the laws of the State of Ohio or of any other state or country in which
     this Corporation shall be qualified to do business shall not invalidate any
     other purpose, power or object not so prohibited by reason of its
     contiguity or apparent association therewith.]
 
[The Corporation shall be authorized to exercise and enjoy all other powers,
rights, and privileges conferred by the laws of the State of Ohio upon
corporations formed under the General Corporation Law of said State, as in force
from time to time, so far as not in conflict herewith, or which may be conferred
by all acts heretofore or hereafter amendatory of or supplemental to]
 
                                       A-3

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enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   35
 
[said laws, and the enumeration of certain powers as herein specified is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said laws now or hereafter in force;
provided, however, that the Corporation shall not in any jurisdiction carry on
any business, or exercise any powers, which a corporation organized under the
laws thereof could not carry on or exercise, except to the extent permitted or
authorized by the laws thereof.]
 
  ARTICLE FOURTH: The maximum number of shares which the Corporation is
authorized to have outstanding is One Hundred [and] SIXTY-Five Million
[(105,000,000)](165,000,000), of which Fifteen Million (15,000,000) shares of
the par value of one dollar [($]($1.00) each shall be classified as Cumulative
Preference Stock and Ninety ONE HUNDRED FIFTY Million [(90,000,000)]
(150,000,000)[shares of the par value of ten cents ($0.10) each shall be
classified as Common Stock.] [PROPOSAL 8] The designation and express terms and
provisions of the shares of Cumulative Preference Stock and Common Stock are as
follows:
 
                          CUMULATIVE PREFERENCE STOCK
 
  A. The Cumulative Preference Stock may be issued from time to time in one (1)
or more series with such distinctive serial designations as shall be fixed by
the Board of Directors as hereinafter provided.
 
  The Board of Directors is expressly authorized to adopt from time to time
amendments to the Articles of Incorporation of the Corporation, in respect of
any unissued or treasury shares of Cumulative Preference Stock, to fix or
change:
 
          (a) The division of such shares into series and the designation and
     authorized number of shares of each particular series, which number the
     Board of Directors may increase or decrease, except as otherwise provided
     in the creation of the particular series;
 
          (b) The dividend or distribution rate for each particular series,
     which may be at a specified rate, amount or proportion; and the dates on
     which dividends or distributions, if declared, shall be payable, and the
     date or dates from which dividends shall be cumulative;
 
          (c) The redemption rights and price or prices, if any, for shares of
     each particular series;
 
          (d) The amount payable for shares of each particular series upon any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation;
 
          (e) The right, if any, of the holders of shares of Cumulative
     Preference Stock of each particular series to convert such stock into other
     classes of stock, and, if convertible, the terms and conditions of such
     conversion;
 
          (f) The obligation, if any, of the Corporation to purchase and retire
     or redeem shares of each particular series pursuant to a sinking fund, and
     the terms and amount thereof;
 
          (g) The restrictions, if any, on the issuance of shares of any class
     of stock or any series thereof; and
 
          (h) Any or all other express terms in respect of any particular series
     as may be permitted or required by law.
 
                                       A-4

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<PAGE>   36
 
  All shares of the Cumulative Preference Stock of any one (1) series shall be
identical with each other in all respects except, if so determined by the Board
of Directors, as to the dates from which dividends thereon shall be cumulative;
and all shares of Cumulative Preference Stock shall be of equal rank with each
other, regardless of series, and shall be identical with each other in all
respects except in respect of terms which may be fixed by the Board of Directors
as herein provided.
 
  B. The holders of record of the Cumulative Preference Stock at the time
outstanding shall be entitled to receive, when and as declared by the Board of
Directors of the Corporation out of any funds legally available for such
purpose, cash dividends in the case of each series at the rate for such series
theretofore fixed by the Board of Directors as herein provided. Such dividends
shall be cumulative, in the case of shares of each particular series, from and
after the date or dates fixed with respect to such series. No dividends may be
paid upon or declared or set apart for any of the Cumulative Preference Stock
for any dividend period unless at the same time a like proportionate dividend
for the same dividend period, ratably in proportion to the respective dividend
rates fixed therefor, shall be paid upon or declared or set apart for all
Cumulative Preference Stock of all series then issued and outstanding and
entitled to receive such dividend.
 
  C. Except as otherwise provided by the Board of Directors as to any particular
series, the Cumulative Preference Stock of any series may be redeemed in whole
or in part, at the option of the Corporation, by vote of its Board of Directors,
or by operation of the sinking fund, if any, provided for the Cumulative
Preference Stock of said series, at the time, or from time to time, at the
redemption price or the respective redemption prices theretofore fixed by the
Board of Directors as herein provided upon notice duly given as hereinafter
provided. In case of the redemption of a part only of any series of the
Cumulative Preference Stock at the time outstanding, the shares of the
Cumulative Preference Stock of such series to be redeemed shall be selected pro
rata or by lot or in such other manner as the Board of Directors may determine.
 
  Except as otherwise provided by the Board of Directors as to any particular
series, at least thirty (30) days' previous notice of every such redemption of
Cumulative Preference Stock shall be mailed to the holders of record of the
Cumulative Preference Stock to be redeemed at their addresses as shown by the
books of the Corporation, and shall be published at least once in a daily
newspaper printed in the English language and published and of general
circulation in the Borough of Manhattan, in the City of New York, the
publication to be not less than thirty (30) days prior to the date fixed for
redemption.
 
  If notice of redemption shall have been duly given and published, and if, on
or before the redemption date designated in such notice, the funds necessary for
the redemption shall have been set aside, so as to be and continue to be
available therefor, then, notwithstanding that any certificate of the Cumulative
Preference Stock so called for redemption shall not have been surrendered for
cancellation, the dividends thereon shall cease to accrue from and after the
date of redemption so designated, and all rights with respect to the Cumulative
Preference Stock so called for redemption shall forthwith after such redemption
date cease and terminate, except only the right of the holder to receive the
redemption price therefor, but without interest.
 
  Except as otherwise provided by the Board of Directors as to any particular
series, the Corporation may, however, at any time prior to the redemption date
specified in the notice of redemption, deposit in trust, for the account of the
holders of the Cumulative Preference Stock to be redeemed, with a bank or trust
company in the City of New York, New York having a capital and undivided surplus
aggregating at least Five Million Dollars ($5,000,000), named in the notice
 
                                       A-5

<PAGE>   37
 
of redemption, all funds necessary for the redemption, and deliver written
instructions authorizing and directing such bank or trust company, on behalf of
and at the expense of the Corporation, to pay to the respective holders of
shares of Cumulative Preference Stock the redemption price therefor and
thereupon, notwithstanding that any certificate for the shares of Cumulative
Preference Stock so called for redemption shall not have been surrendered for
cancellation, all shares of Cumulative Preference Stock with respect to which
the deposit shall have been made shall no longer be deemed to be outstanding and
all rights with respect to such shares of Cumulative Preference Stock shall
forthwith cease and terminate, except only the right of the holders thereof to
receive from such bank or trust company at any time after the time of deposit,
the redemption price of the shares so to be redeemed, but without interest, or
the right to exercise, on or before the redemption date, any unexpired
privileges of conversion. Any interest accrued on such funds shall be paid to
the Corporation from time to time.
 
  Any funds so set aside or deposited, as the case may be, and unclaimed at the
end of six (6) years from such redemption date shall be released or repaid to
the Corporation upon its request expressed in a resolution of its Board of
Directors, after which release or repayment the holders of the shares so called
for redemption shall look only to the Corporation for the payment thereof, but
without interest.
 
  D. So long as any shares of the Cumulative Preference Stock are outstanding,
no dividend or other distribution (except in stock of the Corporation of a class
ranking junior to the Cumulative Preference Stock) shall be declared or paid on
the Common Stock of the Corporation or on stock of any other class ranking
junior to the Cumulative Preference Stock as to dividends or in liquidation, and
the Corporation shall not acquire or redeem shares of the Common Stock or any
such junior stock, unless
 
          (a) all dividends on the Cumulative Preference Stock for all past
     quarterly dividend periods and for the then current quarterly dividend
     period shall have been paid, or declared and set apart; and
 
          (b) the Corporation shall have complied with all of its obligations
     theretofore required of it with respect to any sinking fund for all series
     of the Cumulative Preference Stock.
 
  E. So long as any shares of the Cumulative Preference Stock are outstanding,
the affirmative vote of the holders of at least a majority of the Cumulative
Preference Stock at the time outstanding, given in person or by proxy at a
special meeting called for that purpose, shall be necessary for effecting or
validating any one or more of the following:
 
          (a) The authorization or creation of any stock of any class, or any
     security convertible into stock of any class, ranking prior to the
     Cumulative Preference Stock;
 
          (b) The increase in the number of authorized shares of Cumulative
     Preference Stock or of any stock of any class ranking prior to or on a
     parity with the Cumulative Preference Stock or of any security convertible
     into stock of any class ranking prior to or on a parity with the Cumulative
     Preference Stock;
 
          (c) The sale, lease or conveyance of all or substantially all of the
     property or business of the Corporation, or a consolidation or merger with
     any other company, provided, however, that this restriction shall not apply
     to, nor shall it operate to prevent, a consolidation or merger with any
     domestic subsidiary organized under the laws of one of the states of the
     United States of America if none of the rights or preferences of the
     Cumulative Preference Stock or the holders thereof will be adversely
     affected thereby and if the company resulting
 
                                       A-6

<PAGE>   38
 
     from or surviving such consolidation or merger will have outstanding, after
     such consolidation or merger, no class of stock or other securities ranking
     prior to or on a parity with the Cumulative Preference Stock, except the
     same number of shares of stock and the same amount of other securities with
     the same rights and preferences as the stock and securities of the
     Corporation which were outstanding immediately preceding such consolidation
     or merger.
 
  F. So long as any shares of Cumulative Preference Stock are outstanding, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the Cumulative Preference Stock at the time outstanding, given in
person or by proxy at a special meeting called for that purpose, shall be
necessary for effecting or validating any amendment, alteration or repeal of any
provisions of the Articles of Incorporation of the Corporation, as amended,
which would adversely affect the rights or preferences of outstanding shares of
the Cumulative Preference Stock or of the holders thereof (for the purposes
hereof no action taken pursuant to paragraph E of this Article FOURTH shall be
deemed to adversely affect such rights or preferences); provided, however, that
if any such amendment, alteration or repeal would adversely affect the rights or
preferences of the outstanding shares of any particular series without
correspondingly affecting the rights or preferences of outstanding shares of all
series, a like affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the Cumulative Preference Stock of that
particular series at the time outstanding shall also be necessary for effecting
or validating such amendment, alteration or repeal.
 
  G. Except as otherwise provided in paragraphs E, F and J of this Article
FOURTH or as specifically provided by statute, the Cumulative Preference Stock
shall have no voting power unless and until six (6) quarter-yearly dividends
payable on the Cumulative Preference Stock, whether or not consecutive, shall be
in default in whole or in part. In such event the holders of the Cumulative
Preference Stock, voting separately as a class and in addition to all other
rights, if any, to vote for Directors, shall be entitled to elect, as herein
provided, two (2) members of the Board of Directors of the Corporation;
provided, however, that the holders of shares of Cumulative Preference Stock
shall not have or exercise such special class voting rights except at meetings
of the shareholders for the election of Directors at which the holders of not
less than a majority of the outstanding shares of Cumulative Preference Stock of
all series then outstanding are present in person or by proxy; and provided
further that the special class voting rights provided for herein when the same
shall have become vested shall remain so vested until all accrued and unpaid
dividends on the Cumulative Preference Stock of all series then outstanding
shall have been paid, whereupon the holders of Cumulative Preference Stock shall
be divested of their special class voting rights in respect of subsequent
elections of Directors, subject to the revesting of such special class voting
rights in the event herein specified in this paragraph, and the Directors so
elected shall thereupon resign.
 
  In the event of default entitling the holders of Cumulative Preference Stock
to elect two (2) Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least ten percent (10%) of the shares of Cumulative
Preference Stock of all series at the time outstanding, and notice thereof shall
be given in the same manner as that required for the Annual Meeting of
Shareholders, provided, however, that the Corporation shall not be required to
call such special meeting if the Annual Meeting of Shareholders shall be held
within ninety (90) days after the date of receipt of the foregoing written
request from the holders of Cumulative Preference Stock. At any meeting at
 
                                       A-7

<PAGE>   39
 
which the holders of Cumulative Preference Stock shall be entitled to elect
Directors, the holders of a majority of the then outstanding shares of
Cumulative Preference Stock of all series, present in person or by proxy, shall
be sufficient to elect the members of the Board of Directors which the holders
of Cumulative Preference Stock are entitled to elect as herein provided.
 
  The two (2) Directors who may be elected by the holders of Cumulative
Preference Stock pursuant to the foregoing provisions shall be in addition to
any other Directors then in office or proposed to be elected otherwise than
pursuant to such provisions, and nothing in such provisions shall prevent any
change otherwise permitted in the total number of Directors of the Corporation
or require the resignation of any Directors elected otherwise than pursuant to
such provisions.
 
  H. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of the Cumulative
Preference Stock shall be entitled to be paid the amount fixed with respect to
shares of each particular series by the Board of Directors as herein provided
which shall include, in the case of each share, an amount computed at the
dividend rate for the series of which the particular share is part, from the
date on which dividends on such shares became cumulative to and including the
date fixed for such distribution or payment, less the aggregate of dividends
paid thereon prior to such distribution or payment date, before any distribution
or payment shall be made to the holders of stock of any class ranking junior to
the Cumulative Preference Stock. If such payment shall have been made in full to
the holders of the Cumulative Preference Stock, the remaining assets and funds
of the Corporation shall be distributed among the holders of the Common Stock
and the holders of stock of any other class ranking junior to the Cumulative
Preference Stock according to their respective rates and preferences, and
according to their respective shares. If upon any such liquidation, dissolution
or winding up of the affairs of the Corporation the amounts payable on
liquidation are not sufficient to pay in full the holders of all outstanding
Cumulative Preference Stock, the holders of all series of Cumulative Preference
Stock shall share ratably in any distribution of assets in accordance with the
sums which would be payable on such shares if all sums payable were discharged
in full.
 
  The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease
or conveyance of all or substantially all the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this paragraph H.
 
  I. No holder of Cumulative Preference Stock shall be entitled, as such, as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock or of securities of the Corporation convertible into stock, of
any class whatsoever, whether now or hereafter authorized, and whether issued
for cash, property, services or otherwise.
 
  J. In addition to the voting rights expressly provided in paragraphs E, F and
G of this Article FOURTH, the holders of Cumulative Preference Stock shall also
be entitled to vote for the election of Directors and on all other matters
submitted to a vote of the holders of the Common Stock of the Corporation,
voting jointly as a single class with the holders of the Common Stock and not as
a separate class, without regard to series, and subject to the provisions of
paragraph AA of this Article FOURTH. Except as otherwise required by law, each
holder of stock of the Corporation entitled to vote shall have one (1) vote for
each share held thereof. No adjustment of the voting rights provided by this
paragraph J shall be made in the event of any increase or decrease in the number
of shares of Common Stock authorized, issued or outstanding or in the
 
                                       A-8

<PAGE>   40
 
event of a stock split or combination of the Common Stock or in the event of a
stock dividend on any class of stock payable in shares of Common Stock; and for
the purposes paragraph F of this Article FOURTH, no amendment, alteration or
repeal of any provisions of the Articles of Incorporation of the Corporation, as
amended, adopted for the purpose of effecting any of the foregoing shall be
deemed to affect adversely the voting rights of outstanding shares of the
Cumulative Preference Stock or the holders thereof.
 
                                  COMMON STOCK
 
  AA. In addition to the express terms and provisions of the Common Stock set
forth above in this Article FOURTH, the following terms and provisions shall be
applicable to the Common Stock:
 
          (a) Each holder of Common Stock shall be entitled to one (1) vote for
     each share held thereof. Except as otherwise expressly provided in the
     Articles of Incorporation of the Corporation, as amended, and except as may
     be otherwise required by law or as a lesser vote may be permitted by law,
     the Corporation may lease, sell, exchange, transfer or otherwise dispose of
     all or substantially all of the property, assets or business of the
     Corporation or consolidate or merge with or into, or merge into the
     Corporation, any other corporation or corporations, or the Corporation may
     be dissolved voluntarily, or the Corporation may amend in any manner its
     Articles of Incorporation, or may take such other action as may require the
     authorization of shareholders, upon the affirmative vote of the holders of
     shares of the Cumulative Preference Stock and of the holders of shares of
     the Common Stock, voting jointly as a single class and not as separate
     classes, and without regard to series of the Cumulative Preference Stock,
     holding shares having a majority of the total voting power of all the
     shares of Cumulative Preference Stock and Common Stock at the time
     outstanding and entitled to vote. Except as may be otherwise expressly
     provided in the Articles of Incorporation of the Corporation, as amended,
     and except as may be otherwise required by law or as a lesser vote may be
     permitted by law, whenever by law a vote of the holders of the Common Stock
     as a separate class may be required to authorize the taking of any action
     by the Corporation, the affirmative vote of the holders of a majority of
     the shares of Common Stock at the time outstanding and entitled to vote
     shall be sufficient authorization by the holders of the Common Stock as a
     separate class for the taking of such action.
 
          (b) No holder of Common Stock shall be entitled, as such, as a matter
     of right, to subscribe for or purchase any part of any new or additional
     issue of stock or of securities of the Corporation convertible into stock,
     of any class whatsoever, whether now or hereafter authorized, and whether
     issued for cash, property, services or otherwise.
 
  ARTICLE FIFTH: Series of Cumulative Preference Stock:.
 
  The designation and express terms and provisions of a series of the Cumulative
Preference Stock of the Corporation be and hereby are fixed as follows:
 
  A. Designation. The distinctive designation of said series shall be "Series A
Cumulative Preference Stock" (hereinafter sometimes called the "Series A
Preference Stock") and the number of shares initially constituting said series
shall be five hundred seventy-five thousand (575,000). The number of authorized
shares of the Series A Preference Stock may be increased
 
                                       A-9

<PAGE>   41
 
or decreased by further resolution duly adopted by the Board of Directors of the
Corporation stating that such increase or decrease has been so authorized.
 
  B. Dividends and Distributions. The holders of record of shares of Series A
Preference Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of March, June, September and December
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preference
Stock (the "Original Issue Date"), in an amount per share (rounded to the
nearest cent) equal to, but no more than, the greater of (a) Twelve Dollars and
Fifty Cents ($12.50) or (b) subject to the provision for adjustment hereinafter
set forth, one hundred (100) times the aggregate per share amount of all cash
dividends, and one hundred (100) times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock of
the Corporation since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the
Original Issue Date. In the event the Corporation shall at any time on or after
the Original Issue Date declare or pay any dividend on the shares of Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater or
lesser number of shares of Common Stock, therein each such case the amount to
which holders of shares of Series A Preference Stock are entitled (without
giving effect to such event) under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
  The Corporation shall declare a dividend or distribution on the Series A
Preference Stock as provided in the paragraph above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of Twelve Dollars and Fifty Cents ($12.50) per
share on the Series A Preference Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
 
  C. Redemption. The shares of the Series A Cumulative Preference Stock shall be
redeemable at the option of the Corporation, as a whole or in part, at any time
or from time to time, in accordance with the provisions of paragraph C of
Article FOURTH of the Corporation's Amended Articles of Incorporation, at a
redemption price per share equal to the Market Price (as hereinafter defined) of
the Common Stock on the Trading Day (as hereinafter defined) immediately prior
to the date fixed for redemption, multiplied by one hundred (100) (the
"Multiplier"), plus in each case a sum equal to dividends accrued but unpaid;
provided, however, that if the Series A Preference Stock shall be called for
redemption prior to February 18, 2007, the Multiplier shall be one hundred and
twenty-five (125).
 
  In the event the Corporation shall at any time on or after the Original Issue
Date declare or pay any dividend on the shares of Common Stock payable in shares
of Common Stock, or effect a
 
                                      A-10

<PAGE>   42
 
subdivision or combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock),
into a greater or lesser number of shares of Common Stock, then in each such
case the amount to which holders of Series A Preference Stock were entitled
(without giving effect to such event), shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
 
  As used herein, the term "Market Price" per share of the Common Stock on any
date of determination shall mean the average of the daily closing prices per
share of the Common Stock (determined as described below) on each of the twenty
(20) consecutive Trading Days through and including the Trading Day immediately
preceding such date; provided, however, that if the Company shall at any time
(i) declare a dividend on the Common Stock payable in Common Stock, (ii)
subdivide the outstanding Common Stock, (iii) combine the outstanding Common
Stock into a smaller number of shares of Common Stock or (iv) issue any shares
in a reclassification of the Common Stock, and such event or an event of a type
analogous to any such event shall have caused the closing prices used to
determine the Market Price on any Trading Days not to be fully comparable with
the closing price on such date of determination, each such closing price so used
shall be appropriately adjusted in order to make it fully comparable with the
closing price on such date of determination. The closing price per share of the
Common Stock on any date shall be the last sale price, regular way, or, in case
no such sale takes place on such date, the average of the closing bid and asked
prices, regular way, for each share of the Common Stock, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the average of the high bid and low asked prices for each share of Common Stock
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other
system then in use, or, if on any such date the Common Stock is not quoted by
any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the securities
selected by the Board of Directors of the Corporation;:provided, however, that
if on any such date the Common Stock is not listed or admitted for trading on a
national securities exchange or traded in the over-the-counter market, the
closing price per share of the Common Stock on such date shall mean the fair
value per share of Common Stock on such date as determined in good faith by the
Board of Directors of the Corporation, after consultation with a nationally
recognized investment banking firm with respect to the fair value per share of
such securities, and set forth in a certificate delivered to the Corporation.
 
  As used herein, the term "Trading Day," when used with respect to the Common
Stock, shall mean a day on which the principal national securities exchange on
which the Common Stock is listed or admitted to trading is open for the
transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day (defined to mean any
day other than a Saturday, Sunday or a day on which banking institutions in New
York, New York are generally authorized or obligated by law or executive order
to close).
 
                                      A-11

<PAGE>   43
 
  D. Conversion or Exchange. Except as otherwise provided herein, the holders of
shares of this Series A Preference Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares of any other class
or classes or of any other series of any class or classes of capital stock of
the Corporation.
 
  In case the Corporation shall enter into any consolidation, merger,
combination, reclassification or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the shares of Series A Preference
Stock shall at the same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to
one hundred (100) times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time on or after the Original Issue Date declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preference Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
  E. Liquidation Rights. Upon the voluntary liquidation, dissolution or winding
up of the Corporation, the holders of the shares of this Series shall be
entitled to receive an amount equal to the redemption price therefor current at
the time of the distribution or payment date, and any other amounts specified in
paragraph H of Article FOURTH of the Corporation's Amended Articles of
Incorporation. Upon the involuntary liquidation, dissolution or winding up of
the Corporation, the holders of the shares of this series shall be entitled to
receive an amount equal to Thirty-Three Dollars and Thirty-Three Cents ($33.33)
and any other amounts specified in paragraph II of Article FOURTH of the
Corporation's Amended Articles of Incorporation.
 
  F. Fractional Shares. Series A Preference Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such holders'
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Preference Stock.
 
  ARTICLE SIXTH: The Corporation is authorized by these Articles to purchase
shares of any class issued by it in all instances except as otherwise expressly
prohibited by these Articles or as prohibited by law.
 
  ARTICLE SEVENTH:
 
  A. The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of the Corporation.
 
  B. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH hereof
or any other provisions of these Articles of Incorporation or the Code of
Regulations (and notwithstanding that a lesser percentage may be allowed by
law), the provisions of this Article SEVENTH may only be altered, amended, added
to or repealed at a meeting held for such purpose by the affirmative vote of the
holders of not less than eighty percent (80%) of the total voting power of the
Corporation entitled to vote, voting jointly as a single class.
 
                                      A-12

<PAGE>   44
 
  ARTICLE EIGHTH:
 
  A. The Directors shall be divided, with respect to the terms for which they
severally hold office, into three (3) classes, as nearly equal in number as the
then total number of Directors constituting the whole Board permits, as
determined by the Board of Directors, with the term of office of one (1) class
expiring each year. At the Annual Meeting of Shareholders in 1988, at which the
Directors shall be initially classified, Directors of the first class shall be
elected to hold office for a term expiring at the next succeeding Annual Meeting
in 1989, Directors of the second class shall be elected to hold office for a
term expiring at the second succeeding Annual Meeting in 1990 and Directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding Annual Meeting in 1991, with each class of Directors to hold office
until their successors are duly elected and qualified. At each Annual Meeting of
Shareholders following such initial classification and election, Directors
elected to succeed those Directors whose terms shall then expire, other than
those Directors elected as provided in paragraph B of this Article EIGHTH by a
separate class vote of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation of the
Corporation, shall be elected to hold office for a term expiring at the third
succeeding Annual Meeting after such election. In the event of any increase in
the number of Directors of the Corporation, the additional Director or Directors
shall be so classified that all classes of Directors shall be as nearly equal in
number as may be possible, as determined by the Board of Directors. In the event
of any decrease in the number of Directors of the Corporation, all classes of
Directors shall be decreased in number as nearly equally as may be possible, as
determined by the Board of Directors. No decrease in the number of Directors
shall shorten the term of any incumbent Director. To the extent required by law,
each class of Directors shall consist of at least three (3) Directors.
 
  B. In the event that the holders of any class or series of stock of the
Corporation having a preference over the Common Stock as to dividends or upon
liquidation of the Corporation are entitled, by a separate class vote, to elect
Directors pursuant to the terms of these Articles of Incorporation (as they may
be duly amended from time to time), then the provisions of the Articles of
Incorporation with respect to their rights shall apply. Except as otherwise
expressly provided in the Articles of Incorporation, the Directors that may be
so elected by the holders of any such class or series of stock shall be elected
for terms expiring at the next Annual Meeting of Shareholders and, without
regard to the classification of the remaining members of the Board of Directors,
vacancies among Directors so elected by the separate class vote of any such
class or series of stock shall be filled by the remaining Directors elected by
such class or series, or, if there are no such remaining Directors, by the
holders of such class or series in the same manner in which such class or series
initially elected Directors.
 
  C. If at any meeting for the election of Directors, more than one (1) class of
stock, voting separately as classes, shall be entitled to elect one (1) or more
Directors and there shall be a quorum of only one (1) such class of stock, that
class of stock shall be entitled to elect its quota of Directors notwithstanding
the absence of a quorum of the other class or classes of stock.
 
  D. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH hereof
or any other provisions of these Articles of Incorporation or the Corporation's
Code of Regulations (and notwithstanding that a lesser percentage may be allowed
by law), the provisions of this Article EIGHTH may be altered, amended, added to
or repealed at a meeting held for such purpose only by the affirmative vote of
the holders of not less than eighty percent (80%) of the total voting power of
the Corporation entitled to vote, voting jointly as a single class.
 
                                      A-13

<PAGE>   45
 

                                    ANNEX B
[NOTE: MARKINGS INDICATE PROPOSED AMENDMENTS.
TEXT THAT IS STRUCK THROUGH INDICATES LANGUAGE TO BE DELETED.
TEXT THAT IS UNDERLINED AND BOLD INDICATES LANGUAGE TO BE ADDED.
NOTES INDICATING THE PROPOSALS TO WHICH THE NOTED LANGUAGE
CORRESPONDS WILL NOT BE INCLUDED IN THE FINAL AMENDMENTS.]
 
                    COMPOSITE VERSION OF CODE OF REGULATIONS
                                       OF
                                  GENCORP INC.
                   (AS AMENDED AND AS PROPOSED TO BE AMENDED)
 
ARTICLE 1.
 
SHAREHOLDERS' MEETINGS.
 
SECTION 1. ANNUAL MEETING.
 
  The Annual Meeting of the shareholders shall be held at the principal office
of the Corporation in the State of Ohio, or at such other place in or outside of
the State of Ohio as shall be designated in the notice of such meeting on such
date and at such hour during the month of March as may be fixed by the Board of
Directors, for the purpose of electing Directors and for considering reports to
be laid before said Meeting. Upon due notice there may also be considered and
acted upon at an Annual Meeting any matter which could properly be considered
and acted upon at a Special Meeting, in which case and for which purpose the
Annual Meeting shall also be considered as and shall be a Special Meeting. In
the event the Annual Meeting is not held, or if the Directors are not elected
thereat, a Special Meeting may be called and held for that purpose.
 
SECTION 2. SPECIAL MEETINGS.
 
  Special Meetings of the shareholders may be called by the Chairman of the
Board, the President or a Vice President, or by a majority of the members of the
Board of Directors acting with or without a meeting, or by the persons who hold
of record an aggregate of at least twenty-five percent (25%) of the voting power
of the shares outstanding and entitled to be voted on the proposals to be
submitted at said meeting.
 
  Upon the request in writing delivered to the President or Secretary by any
persons entitled to call a meeting of shareholders, it shall be the duty of the
President or Secretary to give notice to shareholders, and if such request be
refused, then the persons making such request may call a meeting by giving
notice in the manner hereinafter provided.
 
  Special meetings of shareholders may be held at such place in or outside of
the State of Ohio as shall be designated in the notice of such meeting.
 
SECTION 3. NOTICE OF MEETINGS.
 
  Notice of all shareholders' meetings, whether annual or special, shall be
given in writing by the President or a Vice President or the Secretary or an
Assistant Secretary (or in case of their refusal, by the person or persons
entitled to call meetings under the provisions of Section 2 of this Article 1),
which notice shall state the purpose or purposes for which the meeting is called
and the time when and place where it is to be held. Not more than sixty (60) nor
less than seven (7) days prior to any such meeting, a copy of such notice shall
be served upon or mailed
 
                                       B-1

<PAGE>   46
 
to each shareholder of record entitled to vote at such meeting or entitled to
notice thereof, directed, postage prepaid, to his last address as it appears
upon the records of the Corporation.
 
SECTION 4. WAIVER OF NOTICE.
 
  Notice of shareholders' meetings shall not be required to be given to those
shareholders who attend the meeting either in person or by proxy or if waived,
either before or after the meeting, by written assent, filed with or entered
upon the records of such meeting, of shareholders not so attending who are
entitled to notice.
 
SECTION 5. RECORD DATE; CLOSING OF TRANSFER BOOKS.
 
  The Board of Directors may fix a date not exceeding sixty (60) days preceding
any meeting of shareholders, as a record date for the determination of the
shareholders entitled to notice of such meeting and entitled to vote thereat,
and may close the books of the Corporation against transfer of shares during the
whole or any part of such period.
 
  If the Board of Directors shall not fix a record date as aforesaid, the
shareholders of record at the close of business on the fifteenth (15th) day
prior to the date of the meeting shall be the shareholders entitled to notice of
such meeting, and the shareholders of record at the close of business on the
tenth (10th) day prior to the date of the meeting shall be the shareholders
entitled to vote thereat.
 
  At any meeting of shareholders a list of shareholders entitled to vote,
alphabetically arranged, showing the address, number, classes of shares held by
each on the record date fixed as hereinbefore provided shall be produced on the
request of any shareholder and such list shall be prima facie evidence of the
ownership of shares and of the right of shareholders to vote, when certified by
the Secretary of the Corporation or by the agent of the Corporation having
charge of the transfer of shares.
 
SECTION 6. VOTING.
 
  Except as otherwise provided in the Articles of Incorporation, every
shareholder of record shall be entitled at each meeting of shareholders to one
(1) vote for each share on which no installment is overdue and unpaid standing
in his name on the books of the Corporation at the record date fixed as provided
in Section 5 above.
 
  In all cases, except where otherwise provided by Statute or by the Articles of
Incorporation or this Code of Regulations, a majority of the votes cast shall
control.
 
SECTION 7. PROXIES. [PROPOSAL 6]
 
  At any meeting of the shareholders, any shareholder of record entitled to vote
may be represented and may vote by proxy or proxies appointed by an instrument
in [writing executed] A FORM PERMITTED BY CHAPTER 1701 OF THE OHIO REVISED CODE
(OR ANY SUCCESSOR PROVISION) within eleven (11) months prior to the date of its
use (unless the instrument provides for a longer period) [and filed with the
Secretary at or before the meeting.]
 
  In the event that such [instrument in writing] AUTHORIZATION shall designate
three (3) or more persons to act as proxies, a majority of such persons present
at the meeting, or if only one (1) shall be present then that one (1), shall
have and may exercise all of the powers conferred by such [written instrument]
AUTHORIZATION upon all of the persons so designated unless the [instrument]
AUTHORIZATION shall otherwise provide. [Any signature on such instrument
approved by the Inspectors hereinafter provided for as genuine, shall be deemed
to be the signature of the]

                                      B-2


Language indicated as being shown by strike out in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   47
 
[shareholder whose name is signed thereon, and the falsity of such signature
shall in no manner impair the validity of such instrument or of any vote or
action taken at such meeting, provided that such shareholder shall not have
previously filed with the Secretary of the Corporation his authorized signature
guaranteed by a reputable bank or trust company.]
 
SECTION 8. ORGANIZATION OF MEETINGS.
 
  Any meeting of shareholders having been called to order, the presiding officer
may appoint three (3) Inspectors, who shall determine whether or not a quorum is
present, and in connection with the election of Inspectors by the shareholders
hereinafter referred to, shall decide all questions concerning the
qualifications of voters, the validity of proxies, the acceptance or rejection
of votes and the result of the vote. After a quorum has been determined to be
present any shareholder entitled to vote may request the election of three (3)
Inspectors, who shall thereupon be elected by the vote of a majority of the
shareholders present in person or by proxy and entitled to vote at such meeting.
The Inspectors so elected shall thereafter at said meeting decide all questions
concerning the qualification of voters, the validity of proxies, the acceptance
or rejection of votes and shall receive and count the votes upon any election or
question submitted to the meeting, shall determine the result of the vote and
make a certificate thereof to be filed with the minutes of the meeting.
 
  In the event that no shareholder requests the election of Inspectors by the
shareholders as aforesaid, the Inspectors appointed by the presiding officer
pursuant to the provisions of the first paragraph of this section shall have all
of the powers and duties set forth above in respect to Inspectors elected by the
shareholders.
 
  No Inspector, whether appointed or elected, need be a shareholder.
 
SECTION 9. QUORUM.
 
  At any meeting of shareholders, either annual or special, the presence in
person or by proxy of the holders of record of shares entitling them to exercise
a majority of the voting power of the outstanding shares of a class of stock
shall be necessary to constitute a quorum of that class. If there be no quorum
of a particular class of stock at the time when and place where any such meeting
at which that class is entitled to vote is called to be held, the holders of
shares of that class entitling them to exercise a majority of the voting power
of that class present in person or represented by proxy may adjourn the meeting
as to that class from time to time without notice other than by announcement at
the meeting until a quorum of that class exists. No business shall be transacted
at any such adjourned meeting except such as might have been lawfully transacted
by that class at the original meeting.
 
  In the event that at any meeting at which the holders of more than one (1)
class are entitled to vote a quorum of any class is lacking, the holders of the
class or classes represented by a quorum may proceed with the transaction of the
business to be transacted by the respective classes, and if such business is the
election of Directors, the Directors whose successors shall not have been
elected shall continue in office until their successors shall have been elected
and qualified.
 
  For purposes of the preceding paragraphs of this Section 9, whenever any
series of any class of stock is entitled to vote separately as a series with
respect to any matter, such series shall be deemed to be a "class" as that term
is used in such preceding paragraphs insofar as that matter is concerned, and
whenever two (2) or more classes of stock are entitled to vote only jointly as a
single class and not as separate classes with respect to any matter, such
classes shall
                                       B-3


Language indicated as being shown by strike out in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   48
 
together be deemed to be a single "class" as that term is used in such preceding
paragraphs insofar as that matter is concerned.
 
SECTION 10. ACTION WITHOUT MEETING.
 
  Any action which may be authorized or taken at any meeting of shareholders may
be authorized or taken without a meeting in a writing, or writings, signed by
all the shareholders who would be entitled to notice of a meeting of
shareholders held for such purpose, which writing, or writings, shall be filed
or entered upon the records of the Corporation.
 
SECTION 11. ACCOUNTS AND REPORTS TO SHAREHOLDERS.
 
  Adequate and correct accounts of the business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, stated capital and shares, shall be kept and maintained. Except for
unreasonable or improper purposes, books of accounts, lists of shareholders,
voting trust agreements, if any, and the minutes of meetings of the shareholders
and Directors shall be open to the inspection of every shareholder at all
reasonable times, provided, however, that any shareholder may be required by the
officers of the Corporation to satisfy them or the Board of Directors that the
information sought by such inspection is desired in good faith and will not be
used to the detriment of the Corporation.
 
  At the Annual Meeting, or any other meeting at which Directors are to be
elected, the officers of the Corporation shall lay before the shareholders a
statement of profit and loss and a balance sheet containing a summary of the
assets and liabilities, a summary of profits earned, dividends paid and other
changes in the surplus accounts of the Corporation, made up to a date not more
than four (4) months before said meeting from the date up to which the last
preceding statement, account and balance sheet were made. A certificate signed
by the President or Vice President or the Treasurer or an Assistant Treasurer or
by a public accountant or firm of public accountants shall be appended to such
statement of profit and loss and to the balance sheet, stating that they present
fairly the financial position of the Corporation and the results of its
operations in conformity with generally accepted accounting practices applied on
a consistent basis with that of the preceding period.
 
  The officers of the Corporation, upon written request of any shareholder made
within sixty (60) days after notice of any such meeting, shall, not later than
the fifth (5th) day after receiving such request or the fifth (5th) day before
the meeting, whichever is the later date, mail to such requesting shareholder a
copy of the financial statements to be laid before the shareholders at such
meeting.
 
SECTION 12. ORDER OF BUSINESS.
 
  At all shareholders' meetings the order of business shall be as established
from time to time by the Board of Directors.
 
ARTICLE 2.
 
BOARD OF DIRECTORS.
 
SECTION 1. POWERS, NUMBER AND TERM OF OFFICE.
 
  The property and business of the Corporation shall be controlled, and its
powers and authorities vested in and exercised, by a Board of Directors of not
less than seven (7) (to the extent consistent with applicable law) nor more than
seventeen (17) Directors, as shall be determined and fixed from time to time by
the Board of Directors. Subject to the provisions of


                                       B-4

<PAGE>   49
 
Article EIGHTH of the Articles of Incorporation, Directors shall be elected
annually at the Annual Meeting of Shareholders or if not so elected, at a
Special Meeting of Shareholders called for that purpose. Each Director shall
hold office until the next meeting of shareholders at which his successor is
elected, or until his resignation, removal from office, or death, whichever is
earlier.
 
SECTION 2. CHANGES IN NUMBER OF DIRECTORS.
 
  Subject to the numerical limitations contained in Section 1 of this Article 2,
and except as may be provided in the Articles of Incorporation (as it may be
duly amended from time to time) relating to the rights of holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation of the Corporation to elect, by separate class vote, additional
Directors, the number of Directors on the Board may be increased or reduced by
the affirmative vote of (i) a majority of the members of the Board of Directors
then in office or (ii) the holders of not less than eighty percent (80%) of the
total voting power of the Corporation entitled to elect Directors, voting
jointly as a single class, but no reduction shall have the effect of removing
any Director prior to the expiration of his term of office.
 
SECTION 3. QUALIFICATION OF DIRECTORS.
 
  Within sixty (60) days after his election a Director shall qualify by
accepting his election as a Director either in writing or by acting at a meeting
of the Board of Directors.
 
SECTION 4. VACANCIES.
 
  In the event of the failure of a Director to so qualify, or in the event of
his being declared of unsound mind by order of court, or in the event of his
being adjudicated a bankrupt, his office may be declared vacant by the Board of
Directors. Any vacancy including vacancies resulting from death or resignation,
if occurring in the office of a Director for whom the holders of a particular
class of stock are entitled to vote, may be filled by the vote of a majority of
the remaining Directors for whom such shareholders are entitled to vote,
although such majority is less than a quorum. Subject to the provisions of the
preceding sentence, any vacancy or vacancies in the office of Director may be
filled by the affirmative vote of a majority of the members of the Board of
Directors then in office. Within the meaning of this Section 4 a vacancy or
vacancies shall also be deemed to exist in case the shareholders shall fail at
any time to elect the full Board of authorized Directors or in case the Board of
Directors shall increase the authorized number of Directors.
 
SECTION 5. MEETINGS.
 
  Meetings of the Board of Directors may be held at any time in or outside the
State of Ohio.
 
  The Board of Directors may by resolution provide for regular meetings to be
held at such times and places as it may determine, and such meetings may be held
without further notice.
 
  Special meetings of the Board of Directors may be called by the Chairman of
the Board or by the President of the Corporation, or by not less than one-third
( 1/3) of the Directors then in office. Notice of the time and place of such
meeting shall be served upon or telephoned to each Director at least twenty-four
(24) hours, or mailed or telephoned to each Director at his address as shown by
the books of the Corporation at least forty-eight (48) hours prior to the time
of the meeting. Notice of the time, place and purpose of any meeting of
Directors may be waived by a Director either before or after the meeting by his
written assent filed with or entered upon the record of the meeting, or by his
attendance at such meeting.
 
                                       B-5

<PAGE>   50
 
SECTION 6. ACTION WITHOUT MEETING.
 
  Any action which may be authorized or taken at a meeting of the Directors may
be authorized or taken without a meeting in a writing, or writings, signed by
all of the Directors which shall be filed with or entered upon the records of
the Corporation.
 
SECTION 7. QUORUM.
 
  A majority of the Directors then in office shall be necessary to constitute a
quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time without notice other than announcement of the meeting
until a quorum shall attend. The act of a majority of Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
 
SECTION 8. FIXING OF RECORD DATES.
 
  The Board of Directors may fix a time not exceeding sixty (60) days preceding
any dividend payment date, or any date for the allotment of rights, as a record
date for the determination of the shareholders entitled to receive dividends or
rights, and may close the books of the Corporation against transfer of shares
during the whole or any part of such period.
 
Section 9. COMMITTEES.
 
  The Board of Directors may from time to time appoint certain of its members to
act in the intervals between meetings of the Board as a committee or committees,
and may delegate to such committee or committees powers and duties to be
exercised and performed under the control and direction of the Board.
 
  In particular, the Board of Directors may create from its membership and
define the powers and duties of an Executive Committee of not less than three
(3) members. During the intervals between meetings of the Board of Directors the
Executive Committee, unless restricted by resolution of the Board, shall possess
and may exercise, under the control and direction of the Board, all of the
powers of the Board of Directors in the management and control of the business
of the Corporation. All action taken by the Executive Committee shall be
reported to the Board of Directors at its first meeting thereafter and shall be
subject to revision or recision of the Board, provided, however, that rights of
third parties shall not be affected by any such action of the Board.
 
  In every case the affirmative vote of a majority of the members present at a
meeting at which a majority of the members are present, or the consent of all of
the members of a Committee, shall be necessary for the approval of any action,
and action may be taken by a Committee without a formal meeting or written
consent. Each Committee shall meet at the call of any member thereof and shall
keep a written record of all actions taken by it.
 
SECTION 10. INDEMNIFICATION AND INSURANCE. [PROPOSAL 7]
 
  The Corporation shall indemnify [each official against all expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with the
defense of any action by or in the right of the Corporation to procure a
judgment in its favor,, TO THE FULL EXTENT THEN PERMITTED BY LAW, ANY PERSON WHO
WAS OR IS A PARTY or in connection with any appeal therein, to which he is made
or threatened to be made a party by reason of being or having been an official,
except in relation to matters as to which he is adjudged by the express terms of
a judgment rendered on]
 
                                       B-6

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enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   51
 [the final determination of the merits in such action to be liable for
negligence or misconduct in the performance of his duty to the Corporation. Such
indemnification shall not include amounts paid to the Corporation by judgment or
in settling or otherwise disposing of a pending or threatened action] TO ANY
THREATENED, PENDING OR COMPLETED ACTION, SUIT OR PROCEEDING, WHETHER CIVIL,
CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE, BY REASON OF THE FACT THAT HE IS OR
WAS A MEMBER OF THE BOARD OF DIRECTORS OR AN OFFICER, EMPLOYEE, MEMBER, MANAGER
OR AGENT OF THE CORPORATION, OR IS OR WAS SERVING AT THE REQUEST OF THE
CORPORATION AS A DIRECTOR, TRUSTEE, OFFICER, EMPLOYEE OR AGENT OF ANOTHER
CORPORATION, LIMITED LIABILITY COMPANY, OR A PARTNERSHIP, JOINT VENTURE, TRUST
OR OTHER ENTERPRISE. The Corporation shall [indemnify each official made or
threatened to be made a party to any action (other than one by or in the right
of the Corporation to procure a judgment in its favor but including any action
by or in the right of a related corporation) by reason of being or having been
an official, against all judgments, fines, amounts paid in settlement and] PAY,
TO THE FULL EXTENT THEN REQUIRED BY LAW, expenses, including ATTORNEY'S FEES,
INCURRED BY A MEMBER OF THE BOARD OF DIRECTORS IN DEFENDING ANY SUCH ACTION,
SUIT OR PROCEEDING AS THEY ARE INCURRED, IN ADVANCE OF THE FINAL DISPOSITION
THEREOF, AND MAY PAY, IN THE SAME MANNER AND TO THE FULL EXTENT THEN PERMITTED
BY LAW, SUCH EXPENSES INCURRED BY ANY OTHER PERSON. THE INDEMNIFICATION AND
PAYMENT OF EXPENSES PROVIDED HEREBY SHALL NOT BE EXCLUSIVE OF, AND SHALL BE IN
ADDITION TO, ANY OTHER RIGHTS GRANTED TO THOSE SEEKING INDEMNIFICATION UNDER ANY
LAW, THE ARTICLES OF INCORPORATION, ANY AGREEMENT, VOTE OF SHAREHOLDERS OR
DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS, OR OTHERWISE, BOTH AS TO ACTION
IN OFFICIAL CAPACITIES AND AS TO ACTION IN ANOTHER CAPACITY WHILE HE OR SHE IS A
MEMBER OF THE BOARD OF DIRECTORS, OR AN OFFICER, EMPLOYEE OR AGENT OF THE
CORPORATION, AND SHALL CONTINUE AS TO A PERSON WHO HAS CEASED TO BE A MEMBER OF
[attorneys' fees, actually and necessarily incurred by him as a result of such
action, or any appeal therein, if he acted in good faith, for a purpose which he
reasonably believed to be in the best interests of the Corporation and, in
criminal actions, in addition, had no reasonable cause to believe that this
conduct was unlawful. The termination of any such action by judgment,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not in itself create a presumption that any such official did not act, in
good faith, for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.]
 
[If an official has been wholly successful, on the merits or otherwise, in the
defense of an action of the character described in the first two paragraphs of
this Section 10, he shall be entitled to indemnification as authorized in such
paragraphs. Except as provided in the preceding sentence (and unless otherwise
ordered by a court) any indemnification under such paragraphs shall be made by
the Corporation, if and only if authorized in the specific case:]
 
  [(1) By the Board of Directors acting by a quorum consisting of directors who
are not parties to such action or who were wholly successful in such action on
the merits or otherwise, upon a finding that the official seeking
indemnification under the first paragraph of this Section 10 has not been
negligent or guilty of misconduct in the performance of his duty to the
Corporation as charged in the action, or if seeking indemnification under the
second paragraph of this Section 10, has met the standard of conduct set forth
in such paragraph, or,], TRUSTEE, OFFICER, EMPLOYEE OR AGENT AND SHALL INURE TO
THE BENEFIT OF THE HEIRS, EXECUTORS, AND ADMINISTRATORS OF SUCH A PERSON.
 
  [(2) If such a quorum is not obtainable with due diligence:]
 
          [(a) By the Board of Directors upon the opinion in writing of
     independent legal counsel that indemnification is proper in the
     circumstances because such official has not been]
                                       B-7


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enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   52
 
     [negligent or guilty of misconduct or has met the standard of conduct set
     forth in the second paragraph of this Section 10, as the case may be, or]
 
          [(b) By a committee, appointed] THE CORPORATION MAY, TO THE FULL
     EXTENT THEN PERMITTED BY LAW AND AUTHORIZED by the Board of Directors,
     PURCHASE AND MAINTAIN INSURANCE OR FURNISH SIMILAR PROTECTION, INCLUDING
     BUT NOT LIMITED TO TRUST FUNDS, LETTERS OF CREDIT OR SELF-INSURANCE, ON
     BEHALF OF OR FOR ANY PERSONS DESCRIBED IN THE PRECEDING PARAGRAPH AGAINST
     ANY LIABILITY ASSERTED AGAINST AND INCURRED BY ANY SUCH PERSON IN ANY SUCH
     CAPACITY, OR ARISING OUT OF HIS STATUS AS SUCH, WHETHER OR NOT THE
     CORPORATION WOULD HAVE THE POWER TO INDEMNIFY SUCH PERSON AGAINST SUCH
     LIABILITY. INSURANCE MAY BE PURCHASED FROM OR MAINTAINED WITH A PERSON [of
     two (2) or more shareholders who are not Directors, officers or employees
     of the Corporation, upon a finding that such official has not been
     negligent or guilty of misconduct or has met the standard of conduct set
     forth in the second paragraph of this Section 10, as the case may be.]
 
[For purposes of this Section 10, (1) a "related corporation" shall mean any
corporation] in which the Corporation [owns or owned shares or of which it is or
was a creditor, (2) "official" shall mean a Director, officer, former Director,
or former officer of the Corporation or any person who serves or has served at
its request as a director or officer of a related corporation, and (3) "action"
shall mean] HAS A FINANCIAL INTEREST.
 
  THE CORPORATION, UPON APPROVAL BY THE BOARD OF DIRECTORS, MAY ENTER INTO
AGREEMENTS WITH ANY PERSONS WHOM THE CORPORATION MAY INDEMNIFY UNDER THIS CODE
OF REGULATIONS OR UNDER LAW AND UNDERTAKE THEREBY TO INDEMNIFY SUCH PERSONS AND
TO PAY THE EXPENSES INCURRED BY THEM IN DEFENDING any [civil or criminal]
action, suit or proceeding AGAINST THEM, WHETHER OR NOT THE CORPORATION WOULD
HAVE THE POWER UNDER LAW OR THIS CODE OF REGULATIONS [Nothing in this Section 10
shall limit the power of the Corporation to indemnify or agree] to indemnify any
[person not covered by this Section 10 under these provisions or to indemnify or
agree to indemnify any person in any case not provided for herein.]
 
[The provisions of this Section 10 shall be in addition to any rights to, or
eligibility for indemnification to which any person concerned may otherwise be
or become entitled by agreement, provision of the Articles of Incorporation,
vote of shareholders, court order or otherwise, and shall inure to the benefit
of the heirs, executors, and administrators of each such person.]
 
[The provisions of this Section 10 shall apply in respect of all alleged or
actual causes of action or offenses accrued or occurring before, on or after its
adoption.]
 
SECTION 11. REMOVAL.
 
  Except as may be provided in the Articles of Incorporation (as it may be duly
amended from time to time) relating to the rights of holders of any class or
series of stock which has a preference over the Common Stock as to dividends or
upon liquidation of the Corporation to elect, by separate class vote, additional
Directors, Directors may be removed from office by shareholders, with or without
cause, only by the affirmative vote of the holders of not less than eighty
percent (80%) of the total voting power of the Corporation entitled to elect
Directors in place of those to be removed, voting jointly as a single class.
 
                                       B-8

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enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   53
 
ARTICLE 3.
 
OFFICERS.
 
SECTION 1. OFFICERS.
 
  The Corporation shall have a Chairman of the Board of Directors, a President,
a Secretary and a Treasurer, all of whom shall be chosen by the Board of
Directors. The Chairman of the Board of Directors and the President shall be
members of the Board of Directors. The Corporation may also have one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers as the Board may deem advisable, all of whom shall be chosen by the
Board of Directors. The Board of Directors shall designate a chief executive
officer. Any two (2) or more offices may be held by the same person. All
officers shall hold office for one (1) year and until their successors are
selected and qualified, unless otherwise specified by the Board of Directors,
provided, however, that any officer shall be subject to removal at any time by
the affirmative vote of a majority of the Directors then in office.
 
SECTION 2. CHAIRMAN OF THE BOARD.
 
  The Chairman of the Board shall preside at all meetings of the shareholders
and of the Board of Directors and shall have such other powers and duties as may
be vested in or imposed upon him by the Board of Directors.
 
SECTION 3. THE PRESIDENT.
 
  The President shall perform such duties and have such powers as are assigned
to or vested in him by the Board of Directors.
 
Section 4. VICE PRESIDENT.
 
  The Vice President, or, if there be more than one (1), the Vice Presidents, in
order of their seniority by designation (or if not designated, in order of their
seniority of election), shall perform the duties of the President in his absence
or during his disability to act. The Vice Presidents shall have such other
duties and powers as may be assigned to or vested in them by the Board of
Directors or the Executive Committee.
 
Section 5. SECRETARY.
 
  The Secretary shall issue notices of all meetings for which notice is required
to be given, shall keep the minutes thereof, shall have charge of the corporate
seal and corporate record books, shall cause to be prepared for each meeting of
shareholders the list of shareholders referred to in Section 5, Article 1,
hereof, and shall have such other powers and perform such other duties as
assigned to or vested in him by the Board of Directors or the Executive
Committee.
 
SECTION 6. TREASURER.
 
  The Treasurer shall have the custody of all moneys and securities of the
Corporation and shall keep adequate and correct accounts of the Corporation's
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, stated capital and shares, shall prepare and lay
before the shareholders' meetings the data referred to in Section 11, Article 1,
hereof, and shall mail a copy of such data as required in said section to any
shareholder requesting it. The funds of the Corporation shall be deposited in
the name of the Corporation by the Treasurer in such depositories as the Board
of Directors may from time to
 
                                       B-9

<PAGE>   54
 
time designate. The Treasurer shall have such other powers and perform such
other duties as are assigned to or vested in him by the Board of Directors or
the Executive Committee.
 
SECTION 7. ASSISTANT SECRETARY.
 
  The Assistant Secretary shall perform all the duties of the Secretary in case
of the absence or disability of the latter and shall perform such other and
further duties as may be required of him by the Board of Directors or the
Executive Committee.
 
SECTION 8. ASSISTANT TREASURER.
 
  The Assistant Treasurer shall perform all the duties of the Treasurer in case
of the absence or disability of the latter and shall perform such other and
further duties as may be required of him by the Board of Directors or the
Executive Committee.
 
SECTION 9. OTHER OFFICERS.
 
  Other officers of the Corporation shall have such powers and duties as may be
assigned to or vested in them by the Board of Directors or the Executive
Committee.
 
SECTION 10. AUTHORITY TO SIGN.
 
  Share certificates shall be signed as hereinafter in Article 4 provided.
Except as otherwise specifically provided by the Board of Directors or the
Executive Committee, checks, notes, drafts, contracts or other instruments
authorized by the Board of Directors or the Executive Committee may be executed
and delivered on behalf of the Corporation by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer.
 
ARTICLE 4.
 
STOCK CERTIFICATES.
 
SECTION 1. CERTIFICATES.
 
  Each shareholder of the Corporation shall be entitled to a certificate signed
by the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
evidencing the number of full shares of the Corporation's capital stock held of
record by him and fully paid. To the extent permitted by law, said certificates
shall be deemed to be so signed whether the signatures be manual or facsimile
signatures. Said certificates shall be in such form as shall be approved by the
Board of Directors or the Executive Committee.
 
SECTION 2. TRANSFER AND REGISTRATION.
 
  The Board of Directors and the Executive Committee shall have authority to
make such rules and regulations as it deems expedient concerning the issuance,
transfer and registration of share certificates and may appoint transfer agents
and registrars thereof.
 
SECTION 3. SUBSTITUTED CERTIFICATES.
 
  In case any certificate be lost, stolen, mutilated or destroyed the Board of
Directors or the Executive Committee may authorize the issuance of a new
certificate in lieu thereof upon such terms and conditions as it may deem
advisable.
 
                                      B-10

<PAGE>   55
 
ARTICLE 5.
 
CORPORATE SEAL. [PROPOSAL 4]
 
  The seal of the Company shall be circular in form with the words "GENCORP
INC.[, AKRON, OHIO,]" stamped around the margin and the words "Corporate Seal"
stamped across the center.
 
ARTICLE 6.
 
EMERGENCY POWERS.
 
SECTION 1. DEFINITION.
 
  "An emergency" shall exist when the governor, or any other person lawfully
exercising the power and discharging the duties of the office of governor,
proclaims that an attack on the United States or any nuclear, atomic, or other
disaster has caused an emergency for corporations, and such an emergency shall
continue until terminated by proclamation of the governor or any other person
lawfully exercising the powers and discharging the duties of the office of
governor.
 
SECTION 2. DIRECTORS.
 
  In the event of an emergency, meetings of the Board of Directors may be called
by any Director or officer. Notice of the time and place of each such meeting of
the Directors shall be given only to such of the Directors as it may be feasible
to reach at the time and by such means, written or oral, as may be feasible at
the time, including publication, radio, or other forms of mass communication.
The Director or Directors present at any meeting of the Directors shall
constitute a quorum for such meeting, and such Director or Directors may appoint
one (1) or more of the officers of the Corporation Directors for such meeting.
In the event that none of the Directors attends a meeting of the Directors,
which has been duly called and notice of which has been duly given, the officers
of the Corporation who are present, not exceeding three (3), in order of rank,
shall be Directors for such meeting; provided, however, such officers may
appoint one (1) or more of the other officers of the Corporation Directors for
such meeting.
 
SECTION 3. OFFICERS.
 
  During such period of emergency if the chief executive officer dies, is
missing, or for any reason is temporarily or permanently incapable of
discharging the duties of his office then, until such time as the Directors
shall otherwise order, the next ranking officer who is available shall assume
the duties and authority of the office of such deceased, missing or
incapacitated chief executive officer. The offices of Secretary and Treasurer
shall be deemed to be of equal rank, and within the same office or as between
the offices of Secretary and Treasurer, rank shall be determined by seniority of
the first election to the office, or if two (2) or more persons shall have been
first elected to such office at the same time, by seniority in age.
 
SECTION 4. CONFLICTING PROVISIONS OF CODE, ARTICLES OR REGULATIONS.
 
  The emergency powers in this Article 6 shall be effective during an emergency
notwithstanding any different provisions in sec. 1701.01 to sec. 1701.98,
inclusive, of the Revised Code of Ohio, and notwithstanding any different
provisions of the Articles of Incorporation or Code of Regulations which are not
expressly stated to be operative during an emergency.
 
                                      B-11

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enclosed in brackets "[" and "]" in the electronic format.

<PAGE>   56
 
SECTION 5. FURTHER AUTHORIZATION TO DIRECTORS.
 
  The Directors further are authorized to adopt either before or during an
emergency, emergency by-laws subject to repeal or change by actions of the
shareholders, which shall be operative during, but only during, an emergency
notwithstanding any different provisions elsewhere in sec. 1701.01 to sec.
1701.98, inclusive, of the Revised Code of Ohio and notwithstanding any
different provisions in the Articles of Incorporation or Code of Regulations
which are not expressly stated to the operative during an emergency. The
emergency by-laws which may be adopted by the Directors under this Section 5 may
make any provision which is consistent with emergency regulations of the
preceding sections of this Article 6 and which may be made by emergency
regulations, as provided in sec. 1701.111, divisions (A) and (B) of the Revised
Code of Ohio.
 
ARTICLE 7.
 
AMENDMENTS.
 
SECTION 1.
 
  Subject to the provisions stated below, this Code of Regulations may be
amended either at any meeting of the shareholders by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the voting
power on such proposal, or without a meeting by the written consent of the
holders of record of shares entitling them to exercise two-thirds ( 2/3) of the
voting power on such proposal, provided, however, that in the event this Code of
Regulations is amended otherwise than by vote as aforesaid, the Secretary shall
mail a copy of the amendment to each shareholder who would have been entitled to
vote thereon and did not participate in the adoption thereof. Anything in this
Article 7 to the contrary notwithstanding, however, so long as any shares of a
class of stock of the Corporation having the right on certain conditions to
elect Directors representing such class shall be outstanding, no amendment of
the provisions of Section 9 of Article 1 hereof relating to the quorum at
meetings of shareholders, or of Section 4 of Article 2 hereof relating to the
filling of vacancies in the Board of Directors, or of this Article 7, which
would adversely affect the rights or preferences of such class of stock or of
the holders thereof, shall be made without the affirmative vote of the holders
of at least two-thirds ( 2/3) of the shares of such class at the time
outstanding.
 
SECTION 2.
 
  Notwithstanding the provisions of Section 1 of this Article 7 or any other
provisions of the Articles of Incorporation or this Code of Regulations (and
notwithstanding that a lesser percentage may be allowed by law), no alteration,
amendment, addition to or repeal of Sections 1, 2, 3, 4 and 11 of Article 2 or
this Section 2 of Article 7 shall be made except by the affirmative vote of the
holders of not less than eighty percent (80%) of the total voting power of the
Corporation entitled to vote, voting jointly as a single class.
 
                                      B-12

<PAGE>   57
GENCORP[LOGO]

Robert A. Wolfe
Chairman and Chief Executive Officer

February __, 2000

Dear Shareholder:

Enclosed are GenCorp's 1999 Annual Report and 2000 Proxy Statement. As you
should know, GenCorp successfully completed the spin-off of its Performance
Chemicals and Decorative & Building Products businesses on October 1. The
spin-off allowed us to simplify GenCorp's diverse portfolio and enhance
management's focus on Aerojet, our aerospace, defense and pharmaceutical fine
chemicals segment and Vehicle Sealing automotive segment. These are GenCorp's
continuing businesses today.

Headquarters for GenCorp are now located adjacent to Aerojet operations in
Sacramento, California. Our new corporate organization is leaner and more
efficient. We have a new stronger leadership team in place that is highly
capable of driving improvement and growth in all of our businesses.

Moving forward under our new structure, we have made a commitment to our
shareholders to achieve double-digit earnings growth. The Annual Report outlines
the plans and strategies that support this commitment.

GenCorp's regular 2000 Annual Meeting will be held on March 29, 2000 at the
Sheraton Sacramento Hotel. Details are provided in the enclosed proxy statement.

Your vote is important to us. Whether or not you plan to attend the Annual
Meeting, please take time to complete and return the attached proxy card.

Sincerely,

Robert A. Wolfe

                          PLEASE DETACH PROXY CARD HERE
                          \/                         \/
--------------------------------------------------------------------------------

               [_________]

1.       ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE MARCH 2003
         ANNUAL MEETING. Nominees: James M. Osterhoff and J. Gary Cooper.
         (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
         NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE
         SPACE PROVIDED BELOW). *Exceptions_____________________________________


FOR all nominees listed below [_]

WITHHOLD AUTHORITY to vote for all nominees listed below. [_]

*EXCEPTIONS [_]

2.       TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP as the
         independent auditors of the Company.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

3.       Proposal to amend the Articles to designate Cleveland, Ohio as the
         location of GenCorp's principal Ohio office for purposes of the Ohio
         General Corporation Law.

          FOR      [_]      AGAINST  [_]      ABSTAIN [_]

4.       Proposal to amend the Regulations to provide that GenCorp's corporate
         seal contain only the name of the Company and the words "Corporate
         Seal".

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

5.       Proposal to amend the Articles to provide that GenCorp's corporate
         purpose is to engage in any lawful act or activity for which
         corporations may be formed under Ohio law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

6.       Proposal to amend the Regulations to permit additional forms of proxy
         authorizations.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

7.       Proposal to amend the Regulations to require indemnification by GenCorp
         of current and former directors, officers, employees and others to the
         fullest extent permitted by applicable law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

8.       Proposal to amend the Articles to increase the number of authorized 
         shares of GenCorp Common Stock from 90,000,000 to 150,000,000 shares.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

9.       Upon matters incident to the conduct of the meeting and such other
         business as may properly come before the meeting or any adjournments
         thereof.


                 Change of Address and or Comments Mark Here [_]

Please sign exactly as name appears at left. Your shares may not be voted by the
Trustee unless you sign and return this card so that it will reach the Trustee
not later than March 27, 2000.

DATE _________________________________, 2000

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

               Signature

PLEASE SPECIFY CHOICES, SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID
ENVELOPE.

VOTE MUST BE INDICATED (X) IN BLACK OR BLUE INK. [X]



<PAGE>   58
                        CONFIDENTIAL VOTING INSTRUCTIONS

              TO: MELLON BANK, N.A., TRUSTEE FOR THE GENCORP INC.
                        SAVING AND PROFIT SHARING PLANS

         I hereby authorize the Trustee to vote (or cause to be voted) all
shares of Common Stock of GenCorp Inc. which may be allocated to my account in
the GenCorp Stock Fund of the GenCorp/Omnova Retirement Savings Plan and/or the
GenCorp Profit Sharing Plan at the Annual Meeting of Shareholders to be held at
the Sheraton Sacramento Hotel, 11211 Pointe East Drive, Rancho Cordova,
California on March 29, 2000, and at any adjournments thereof, and direct the
Trustee to vote as instructed below and in accordance with its judgment on
matters incident to the conduct of the meeting and any matters of other business
referred to in item 9:

  (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY)

         THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN ITEM 1, FOR ITEMS 2
THROUGH 8, AND IN ACCORDANCE WITH THE TRUSTEES' JUDGMENT ON MATTERS INCIDENT TO
THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM
9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 THROUGH 8.

                      (Continued, and to be signed and dated on the other side.)

                      GENCORP INC.
                      P.O. BOX 11198
                      NEW YORK, N.Y. 10203-0198


<PAGE>   59
GENCORP[LOGO]

Robert A. Wolfe
Chairman and Chief Executive Officer

February __, 2000

Dear Shareholder:

Enclosed are GenCorp's 1999 Annual Report and 2000 Proxy Statement. As you
should know, GenCorp successfully completed the spin-off of its Performance
Chemicals and Decorative & Building Products businesses on October 1. The
spin-off allowed us to simplify GenCorp's diverse portfolio and enhance
management's focus on Aerojet, our aerospace, defense and pharmaceutical fine
chemicals segment and Vehicle Sealing automotive segment. These are GenCorp's
continuing businesses today.

Headquarters for GenCorp are now located adjacent to Aerojet operations in
Sacramento, California. Our new corporate organization is leaner and more
efficient. We have a new stronger leadership team in place that is highly
capable of driving improvement and growth in all of our businesses.

Moving forward under our new structure, we have made a commitment to our
shareholders to achieve double-digit earnings growth. The Annual Report outlines
the plans and strategies that support this commitment.

GenCorp's regular 2000 Annual Meeting will be held on March 29, 2000 at the
Sheraton Sacramento Hotel. Details are provided in the enclosed proxy statement.

Your vote is important to us. Whether or not you plan to attend the Annual
Meeting, please take time to complete and return the attached proxy card.

Sincerely,

Robert A. Wolfe

                          PLEASE DETACH PROXY CARD HERE
                          \/                         \/
--------------------------------------------------------------------------------

               [_________]

1.       ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE MARCH 2003
         ANNUAL MEETING. Nominees: James M. Osterhoff and J. Gary Cooper.
         (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
         NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE
         SPACE PROVIDED BELOW). *Exceptions_____________________________________


FOR all nominees listed below [_]

WITHHOLD AUTHORITY to vote for all nominees listed below. [_]

*EXCEPTIONS [_]

2.       TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP as the
         independent auditors of the Company.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

3.       Proposal to amend the Articles to designate Cleveland, Ohio as the
         location of GenCorp's principal Ohio office for purposes of the Ohio
         General Corporation Law.

          FOR      [_]      AGAINST  [_]      ABSTAIN [_]

4.       Proposal to amend the Regulations to provide that GenCorp's corporate
         seal contain only the name of the Company and the words "Corporate
         Seal".

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

5.       Proposal to amend the Articles to provide that GenCorp's corporate
         purpose is to engage in any lawful act or activity for which
         corporations may be formed under Ohio law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

6.       Proposal to amend the Regulations to permit additional forms of proxy
         authorizations.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

7.       Proposal to amend the Regulations to require indemnification by GenCorp
         of current and former directors, officers, employees and others to the
         fullest extent permitted by applicable law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

8.       Proposal to amend the Articles to increase the number of authorized 
         shares of GenCorp Common Stock from 90,000,000 to 150,000,000 shares.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

9.       Upon matters incident to the conduct of the meeting and such other
         business as may properly come before the meeting or any adjournments
         thereof.


                 Change of Address and or Comments Mark Here [_]

Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, five full title as such. If a corporation, sign in
full corporate name by President or other authorized officer. If a partnership,
sign in partnership name by authorized person.

DATE _________________________________, 2000

--------------------------------------------
               Signature

--------------------------------------------
       Signature if held jointly

PLEASE SPECIFY CHOICES, SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID
ENVELOPE.

VOTE MUST BE INDICATED (X) IN BLACK OR BLUE INK. [X]



<PAGE>   60
                                  GENCORP INC.

                     P.O. BOX 537012 - SACRAMENTO, CA 95853

PROXY FOR HOLDERS OF COMMON STOCK SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints WILLIAM R. PHILLIPS and ROBERT C.
ANDERSON, and each of them, his proxy, with powers of substitution, to vote all
shares of Common Stock of GenCorp Inc. which the undersigned is entitled to vote
at the Annual Meeting of Shareholders to be held at the Sheraton Sacramento
Hotel, 11211 Pointe East Drive, Rancho Cordova, California on March 29, 2000,
and at any adjournments thereof, and appoints the proxyholders to vote as
directed below and in accordance with their judgment on matters incident to the
conduct of the meeting and any matters of other business referred to in item 9:


         THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN ITEM 1, FOR ITEMS 2 THROUGH 8, AND
IN ACCORDANCE WITH THE PROXYHOLDERS' JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT
OF THE MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 9. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 THROUGH 8.

                      (Continued, and to be signed and dated on the other side.)

                      GENCORP INC.
                      P.O. BOX 11198
                      NEW YORK, N.Y. 10203-0198


<PAGE>   61
GENCORP[LOGO]

Robert A. Wolfe
Chairman and Chief Executive Officer

February __, 2000

Dear Shareholder:

Enclosed are GenCorp's 1999 Annual Report and 2000 Proxy Statement. As you
should know, GenCorp successfully completed the spin-off of its Performance
Chemicals and Decorative & Building Products businesses on October 1. The
spin-off allowed us to simplify GenCorp's diverse portfolio and enhance
management's focus on Aerojet, our aerospace, defense and pharmaceutical fine
chemicals segment and Vehicle Sealing automotive segment. These are GenCorp's
continuing businesses today.

Headquarters for GenCorp are now located adjacent to Aerojet operations in
Sacramento, California. Our new corporate organization is leaner and more
efficient. We have a new stronger leadership team in place that is highly
capable of driving improvement and growth in all of our businesses.

Moving forward under our new structure, we have made a commitment to our
shareholders to achieve double-digit earnings growth. The Annual Report outlines
the plans and strategies that support this commitment.

GenCorp's regular 2000 Annual Meeting will be held on March 29, 2000 at the
Sheraton Sacramento Hotel. Details are provided in the enclosed proxy statement.

Your vote is important to us. Whether or not you plan to attend the Annual
Meeting, please take time to complete and return the attached proxy card.

Sincerely,

Robert A. Wolfe

                          PLEASE DETACH PROXY CARD HERE
                          \/                         \/
--------------------------------------------------------------------------------

               [_________]

1.       ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE MARCH 2003
         ANNUAL MEETING. Nominees: James M. Osterhoff and J. Gary Cooper.
         (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
         NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE
         SPACE PROVIDED BELOW). *Exceptions_____________________________________


FOR all nominees listed below [_]

WITHHOLD AUTHORITY to vote for all nominees listed below. [_]

*EXCEPTIONS [_]

2.       TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young LLP as the
         independent auditors of the Company.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

3.       Proposal to amend the Articles to designate Cleveland, Ohio as the
         location of GenCorp's principal Ohio office for purposes of the Ohio
         General Corporation Law.

          FOR      [_]      AGAINST  [_]      ABSTAIN [_]

4.       Proposal to amend the Regulations to provide that GenCorp's corporate
         seal contain only the name of the Company and the words "Corporate
         Seal".

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

5.       Proposal to amend the Articles to provide that GenCorp's corporate
         purpose is to engage in any lawful act or activity for which
         corporations may be formed under Ohio law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

6.       Proposal to amend the Regulations to permit additional forms of proxy
         authorizations.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

7.       Proposal to amend the Regulations to require indemnification by GenCorp
         of current and former directors, officers, employees and others to the
         fullest extent permitted by applicable law.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

8.       Proposal to amend the Articles to increase the number of authorized 
         shares of GenCorp Common Stock from 90,000,000 to 150,000,000 shares.

         FOR      [_]      AGAINST  [_]      ABSTAIN [_]

9.       Upon matters incident to the conduct of the meeting and such other
         business as may properly come before the meeting or any adjournments
         thereof.


                 Change of Address and or Comments Mark Here [_]

Please sign exactly as name appears at left. Your shares may not be voted by the
Trustee unless you sign and return this card so that it will reach the Trustee
not later than March 27, 2000.

DATE _________________________________, 2000

--------------------------------------------
               Signature

PLEASE SPECIFY CHOICES, SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PAID
ENVELOPE.

VOTE MUST BE INDICATED (X) IN BLACK OR BLUE INK. [X]



<PAGE>   62
                        CONFIDENTIAL VOTING INSTRUCTIONS

   TO: ROYAL TRUST CORPORATION OF CANADA, TRUSTEE FOR THE GENCORP CANADA INC.
                                  SAVINGS PLAN

         I hereby authorize the Trustee to vote (or cause to be voted) all
shares of Common Stock of GenCorp Inc. which my be allocated to my account in
the GenCorp Stock Fund of the GenCorp Canada Inc. Savings Plan at the Annual
Meeting of Shareholders to be held at the Sheraton Sacramento Hotel, 11211
Pointe East Drive, Rancho Cordova, California on March 29, 2000, and at any
adjournments thereof, and direct the Trustee to vote as instructed below and in
accordance with its judgment on matters incident to the conduct of the meeting
and any matters of other business referred to in item 9:

  (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY)

         THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN ITEM 1, FOR ITEMS 2
THROUGH 8, AND IN ACCORDANCE WITH THE TRUSTEES' JUDGMENT ON MATTERS INCIDENT TO
THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM
9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 THROUGH 8.

                      (Continued, and to be signed and dated on the other side.)

                      GENCORP INC.
                      P.O. BOX 11198
                      NEW YORK, N.Y. 10203-0198