Gencorp Inc – ‘DEFS14A’ for 8/18/99

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Gencorp Inc. Definitive Proxy Special Meeting        247   1.21M 

Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999

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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:                                                      

                                                        [Enlarge/Download Table]
                                                                                          

[ ]  Preliminary Proxy Statement               [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
                                               ONLY (AS PERMITTED BY RULE 14a-6(e)(2))    

[X]  Definitive Proxy Statement                                                           
[ ]  Definitive Additional Materials                                                      

[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.                       

GENCORP INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):                              
[ ]  No fee required.                                                           
[X]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

    (1) Title of each class of securities to which transaction applies: Common
Stock, $0.10 par value per share.                                               

(2) Aggregate number of securities to which transaction               
applies: 41,817,650.                                                            

(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): The
    estimated value of the business to be spun-off to the registrant's
shareholders is $284,000,000.                                 

(4) Proposed maximum aggregate value of transaction: $284,000,000.    

(5) Total fee paid: $58,600.                                          

[X]  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: ...........................................................

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                                    CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY

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GENCORP LETTERHEAD

JULY 2, 1999

Dear Shareholder,                                                               

     On December 17, 1998, we announced a plan to spin-off GenCorp's Performance
Chemicals and Decorative & Building Products business units as a separate       
publicly traded company. Under the plan, GenCorp would continue to operate its  
aerospace and defense and fine chemicals businesses, which together comprise    
Aerojet, and its automotive Vehicle Sealing segment. The following proxy        
materials contain a great deal of important information describing these two    
independent companies, of which you may become a shareholder, and the other     
proposals to be addressed at the special meeting.                               

     Your Board of Directors has determined that a spin-off is the best strategy
for GenCorp and its shareholders, and unanimously approves of the plan. I want  
to take this opportunity to tell you why, and to affirm our confidence in the   
prospects for the future success of both companies.                             

The creation of two less complex, and more cost efficient corporate   
structures will provide management of each company with enhanced ability to     
focus more effectively on core businesses that are more appropriately aligned   
within its industries and peer groups. This is difficult to do today under      
GenCorp's current structure as a diversified corporation. Independently, each   
company can develop its own distinctive business and growth strategies, optimize
equity-based compensation plans for its employees, and importantly, dedicate    
investment and other growth resources to fit its own unique needs and           
requirements. We believe this will result in further growth opportunities       
through internal expansion and acquisition and joint venture opportunities, and 
ultimately generate greater value for shareholders of both companies.           

At the special meeting you will be asked to approve the proposed      
distribution by GenCorp to holders of GenCorp's common stock of 100% of the     
outstanding shares of common stock of Omnova Solutions Inc., a newly formed and 
wholly owned GenCorp subsidiary to which GenCorp will transfer the assets of its
Performance Chemicals and Decorative & Building Products businesses. We         
anticipate that each holder of GenCorp common stock on the record date for the  
distribution will receive one share of Omnova Solutions Inc. common stock for   
each share of GenCorp common stock then held. You will also be asked to approve 
amendments to GenCorp's articles of incorporation and code of regulations, and  
the adoption of equity performance plans for both companies, to be effective    
immediately after the distribution.                                             

The distribution is subject to a number of conditions, including (1)  
approval of the distribution by shareholders holding at least a majority of the 
outstanding shares of GenCorp common stock and (2) receipt of a ruling from the 
Internal Revenue Service that the distribution should constitute a tax-free     
distribution for U.S. Federal income tax purposes for both holders of GenCorp   
common stock and GenCorp.                                                       

    Your vote on these proposals is very important. Whether or not you plan to
attend the special meeting, and regardless of the number of shares of GenCorp   
common stock that you own, I urge you to complete, date and sign the enclosed   
proxy card and return it promptly in the accompanying postage-paid envelope.    
Please do not send in your stock certificates with your proxy card.             

 GenCorp's Board of Directors unanimously recommends that you vote "FOR"
adoption of the distribution, and as a shareholder in both companies, share in  
the exciting growth opportunities it presents for the future. GenCorp's Board of
Directors also unanimously recommends that you vote "FOR" each of the other     
proposals.                                                                      

              Sincerely,
                        /s/ John B. Yasinsky
                    John B. Yasinsky
                             Chairman, Chief Executive
                         Officer and President

    This proxy statement will first be mailed to shareholders of GenCorp on or
about July 7, 1999.                                                             

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GENCORP INC.
175 GHENT ROAD
FAIRLAWN, OHIO 44333-3300 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

TO BE HELD ON AUGUST 18, 1999 

TO GENCORP SHAREHOLDERS:                                                        

You are hereby notified that a special meeting of the shareholders of 
GenCorp Inc., an Ohio corporation, will be held on August 18, 1999 at the       
offices of Jones, Day, Reavis & Pogue, North Point, 901 Lakeside Avenue,        
Cleveland, Ohio, at 9:00 a.m., local time.                                      

The special meeting will be conducted for the following purposes, as  
further described in the attached proxy statement:                              

       1. To consider and vote upon a proposal providing for the following
actions (the "Distribution"):                                         

          - a transfer to GenCorp by Aerojet-General Corporation, a wholly
             owned subsidiary of GenCorp, of 100% of the equity interests of
              Aerojet Fine Chemicals, LLC, either as a dividend or in exchange
for other property;                               

          - the contribution by GenCorp to Omnova Solutions Inc., a wholly
           owned subsidiary of GenCorp, of the Performance Chemicals and
           Decorative & Building Products businesses of GenCorp and some
      other corporate assets, in exchange for shares of Omnova
        Solutions common stock and Omnova Solutions' assumption of
     liabilities related to those businesses and assets; and

          - a special dividend to the holders of the outstanding shares of
             GenCorp common stock of all outstanding shares of capital stock
             of Omnova Solutions on a pro rata basis and on the basis of one
         share of common stock of Omnova Solutions for each share of
common stock of GenCorp.                          

          2. To consider and vote upon a proposal to amend GenCorp's articles of
   incorporation and code of regulations to designate Cleveland, Ohio as the
location of GenCorp's principal Ohio office for purposes of the Ohio  
     General Corporation Law; to increase the number of authorized common shares
     from 90 million to 150 million; 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; to establish two additional series of currently
  authorized preferred stock; to eliminate the requirement that the annual
    meeting of shareholders be held in March; to increase the shareholder vote
required to call a special meeting of shareholders from 25% to 50%; to
  permit additional forms of proxy authorizations; to establish procedures
relating to the proposal of business at shareholders' meetings; to    
establish procedures relating to the nomination by shareholders of    
     candidates for election as directors; to require that the company indemnify
its directors, officers, employees and others to the fullest extent   
   permitted by applicable law; to provide that directors may not be removed
by shareholders and may be removed by other directors only in certain 
     limited circumstances; and to provide that GenCorp's corporate seal contain
only the name of the corporation and the words "corporate seal."      

     3. To consider and vote upon a proposal to adopt the GenCorp 1999
  Equity and Performance Incentive Plan, to be effective immediately after
the Distribution.                                                     

         4. To consider and vote upon a proposal to adopt the Omnova Solutions
 1999 Equity and Performance Incentive Plan, to be effective immediately
after the Distribution.                                               

      5. To consider such other business as may properly come before the
special meeting.                                                      

     The record date for shareholders entitled to notice of, and to vote at, the
special meeting is the close of business on June 30, 1999.                      

The Board of Directors of GenCorp has retained discretion, even if    
shareholder approval of all proposals is obtained and the other conditions to   
the Distribution are satisfied, to abandon, defer or modify the Distribution and
the amendments to GenCorp's articles of incorporation and code of regulations.  
If the GenCorp Board takes any of those actions, it will be because the GenCorp 
Board believes that it will be in the best interests of GenCorp and its         
shareholders.                                                                   

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    THE GENCORP BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH
OF THE PROPOSALS.                                                               

    You are invited to attend the meeting. Whether or not you expect to attend
the meeting in person, please mark, sign, date and return the enclosed proxy in 
the accompanying postage-paid envelope so that your shares will be represented  
at the meeting and any adjournment thereof. PLEASE DO NOT SEND IN YOUR STOCK    
CERTIFICATES WITH YOUR PROXY CARD.                                              

                 Edward R. Dye
             Secretary

July 2, 1999                                                                    

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION AND OTHER            
  PROPOSALS.................................................    1 
WHO CAN HELP ANSWER YOUR QUESTIONS..........................    2 
PROXY STATEMENT SUMMARY.....................................    3 
  The Special Meeting.......................................    3 
  The Distribution..........................................    5 
  New GenCorp...............................................    7 
  Omnova Solutions..........................................    7 
  Recent Developments.......................................    8 
  GenCorp Summary Historical and Pro Forma Financial Data...   10 
  Omnova Solutions Summary Historical and Pro Forma               
     Financial Data.........................................   12 
RISK FACTORS................................................   13 
THE SPECIAL MEETING.........................................   20 
THE DISTRIBUTION............................................   25 
RELATIONSHIP BETWEEN NEW GENCORP AND OMNOVA SOLUTIONS AFTER       
  THE DISTRIBUTION..........................................   31 
DIVIDEND POLICIES...........................................   36 
DIVIDENDS AND PRICE RANGE OF GENCORP COMMON STOCK...........   37 
GENCORP SELECTED HISTORICAL FINANCIAL DATA..................   38 
GENCORP CAPITALIZATION......................................   40 
GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL      
  STATEMENTS................................................   41 
OMNOVA SOLUTIONS SELECTED HISTORICAL FINANCIAL DATA.........   51 
OMNOVA SOLUTIONS CAPITALIZATION.............................   52 
OMNOVA SOLUTIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF          
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............   53 
OMNOVA SOLUTIONS UNAUDITED PRO FORMA CONDENSED COMBINED           
  FINANCIAL STATEMENTS......................................   60 
BUSINESS OF NEW GENCORP.....................................   66 
BUSINESS OF OMNOVA SOLUTIONS................................   73 
HOLDERS OF GENCORP COMMON STOCK.............................   79 
HOLDERS OF NEW GENCORP COMMON STOCK.........................   81 
HOLDERS OF OMNOVA SOLUTIONS COMMON STOCK....................   83 
NEW GENCORP MANAGEMENT AND EXECUTIVE COMPENSATION...........   85 
OMNOVA SOLUTIONS MANAGEMENT AND EXECUTIVE COMPENSATION......  101 
DESCRIPTION OF NEW GENCORP CAPITAL STOCK....................  118 
DESCRIPTION OF OMNOVA SOLUTIONS CAPITAL STOCK...............  119 
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS.....  125 
CERTAIN DIFFERENCES BETWEEN THE CHARTER DOCUMENTS GOVERNING       
  OMNOVA SOLUTIONS AND THE CHARTER DOCUMENTS GOVERNING NEW        
  GENCORP...................................................  126 
PROPOSED AMENDMENTS TO THE AMENDED ARTICLES OF INCORPORATION      
  AND AMENDED CODE OF REGULATIONS OF GENCORP................  127 
ADOPTION OF THE NEW GENCORP 1999 EQUITY AND PERFORMANCE           
  INCENTIVE PLAN............................................  135 

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                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
ADOPTION OF THE OMNOVA SOLUTIONS 1999 EQUITY AND PERFORMANCE      
  INCENTIVE PLAN............................................  136 
EXPERTS.....................................................  136 
SHAREHOLDER PROPOSALS.......................................  137 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............  138 
WHERE YOU CAN FIND MORE INFORMATION.........................  138 
INDEX TO FINANCIAL STATEMENTS...............................  F-1 
ANNEX A -- DISSENTERS' RIGHTS...............................  A-1 
ANNEX B -- FINANCIAL VIABILITY OPINION OF CREDIT SUISSE           
  FIRST BOSTON..............................................  B-1 
ANNEX C -- GENCORP INC. 1999 EQUITY AND PERFORMANCE               
  INCENTIVE PLAN............................................  C-1 
ANNEX D -- OMNOVA SOLUTIONS INC. 1999 EQUITY AND PERFORMANCE      
  INCENTIVE PLAN............................................  D-1 
ANNEX E -- COMPOSITE VERSION OF ARTICLES OF INCORPORATION OF      
  GENCORP INC. (AS AMENDED AND PROPOSED TO BE AMENDED)......  E-1 
ANNEX F -- COMPOSITE VERSION CODE OF REGULATIONS OF GENCORP       
  INC. (AS AMENDED AND PROPOSED TO BE AMENDED)..............  F-1 

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION AND OTHER PROPOSALS

                                                                [Download Table]
                                            
Q1:   WHAT DO I NEED TO DO NOW?             
A1:   You should vote your shares by mailing
      your signed proxy card in the enclosed
      return envelope as soon as possible so
      that your shares will be represented  
      at the special meeting. If you do not 
      vote your shares, it will be the same 
      as a vote against adoption of the     
      proposals related to the Distribution 
      and the amendments to GenCorp's       
      articles of incorporation and code of 
      regulations.                          

Q2:   WHAT IF MY SHARES OF GENCORP COMMON   
      STOCK ARE HELD IN GENCORP'S EMPLOYEE  
      BENEFIT PLANS?                        
A2:   If all or any of your shares of       
      GenCorp common stock are held in the  
      GenCorp employee benefit plans, you   
      have also received a confidential     
      voting instruction form which you may 
      use to instruct the trustee regarding 
      how to vote shares allocated to your  
      account. If GenCorp's proxy solicitor,
      Georgeson & Company, the trustee's    
      agent for this purpose, does not      
      receive voting instructions from you  
      by the close of business on August 12,
      1999, GenCorp's Benefits Management   
      Committee will instruct the trustee to
      vote the shares in favor of each of   
      the proposals to be considered at the 
      special meeting.                      
      If only some of your shares of GenCorp
      common stock are held in the employee 
      benefit plans, to ensure that all of  
      your shares are voted, you should:    
      - sign, date and return your proxy    
        card; and                           
      - follow the procedures to instruct   
      the trustee to vote your shares held  
        in the plan.                        

Q3:   IF MY SHARES ARE HELD IN "STREET NAME"
      BY MY BROKER, WILL MY BROKER VOTE MY  
      SHARES FOR ME?                        
A3:   Your broker will vote your shares only
      if you instruct your broker how to    
      vote. Your broker should mail         
      information to you that will explain  
      how to give voting instructions to    
      your broker. Please provide           
      instructions to your broker on how to 
      vote your shares. If you do not       
      instruct your broker how to vote, your
      shares will not be voted. This will be
      the same as a vote against adoption of
      the proposals related to the          
      Distribution and the amendments to    
      GenCorp's articles of incorporation   
      and code of regulations.              

Q4:   HOW WILL MY SHARES CREDITED TO MY     
      ACCOUNT IN THE GENCORP DIVIDEND       
      REINVESTMENT PLAN BE VOTED?           
A4:   Your proxy card covers all shares you 
      hold of record and all shares credited
      to your account under the dividend    
      reinvestment plan. Therefore, shares  
      credited to your account in the       
      dividend reinvestment plan will be    
      voted in the same manner as you       
      indicate in your proxy card. If you do
      not return your proxy card, your      
      shares in the plan will not be voted. 


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                                                                [Download Table]
                                            
Q5:   WHAT IF I WANT TO CHANGE MY VOTE?     
A5:   You can change your vote at any time  
      before your proxy is voted at the     
      special meeting. If you hold your     
      shares directly, you can do this in   
      one of three ways:                    
      - You can send a written notice to the
        Secretary of GenCorp stating that   
        you would like to revoke your proxy.
      - You can complete and submit a new   
        proxy card.                         
      - You can attend the special meeting  
      and request to vote in person. Your   
        attendance at the special meeting   
        alone will not, however, revoke your
        proxy.                              
      If your shares are held in the        
      employee benefit plans, you must      
      follow the instructions in the        
      trustee's letter of transmittal to    
      change your vote. If you have         
      instructed a broker to vote your      
      shares, you must follow directions    
      received from your broker to change   
      those instructions.                   

Q6:   WHEN DOES GENCORP EXPECT THE          
      DISTRIBUTION TO BE COMPLETED?         
A6:   GenCorp hopes to complete the         
      Distribution by September 30, 1999.   

Q7:   SHOULD I SEND IN MY STOCK             
      CERTIFICATES?                         
A7:   No. After the Distribution is         
      completed, if you are a holder of     
      record of GenCorp common stock as of  
      the record date for the special       
      dividend contemplated by the          
      Distribution, you will receive a      
      separate stock certificate for your   
      Omnova Solutions common stock.        

Q8:   HOW WILL I RECEIVE SHARES OF OMNOVA   
      SOLUTIONS SHARES DISTRIBUTED WITH     
      RESPECT TO SHARES OF GENCORP COMMON   
      STOCK HELD IN THE DIVIDEND            
      REINVESTMENT PLAN?                    
A8:   Omnova Solutions will have a dividend 
      reinvestment plan very similar to     
      GenCorp's plan. Shares of Omnova      
      Solutions distributed in the          
      Distribution with respect to shares   
      held in the GenCorp dividend          
      reinvestment plan will be credited to 
      your account in the Omnova Solutions  
      dividend reinvestment plan unless you 
      instruct otherwise.                   

WHO CAN HELP ANSWER YOUR QUESTIONS? 

    If you have additional questions about the proposals to be acted on at the
special meeting you should contact:                                             

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

Attention: Investor Relations 
Telephone: 1-330-869-4411 

    If you would like additional copies of this proxy statement or if you have
questions about the proposals to be acted on at the special meeting, you should 
contact:                                                                        

Georgeson & Company Inc.
Wall Street Plaza 
New York, New York 10005
Banks and brokers call collect: 1-212-440-9800
All others call toll free: 1-800-223-2064 

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PROXY STATEMENT SUMMARY 

This proxy statement summary highlights selected information from this
document, but does not contain all the details about New GenCorp, Omnova        
Solutions and the proposals to be acted on at the special meeting, including    
information that may be important to you. To better understand New GenCorp,     
Omnova Solutions and the proposals to be acted on at the special meeting, you   
should carefully review this entire document, including annexes and documents   
incorporated by reference. References in this document to "GenCorp" refer to    
GenCorp prior to the Distribution. References in this document to "New GenCorp" 
refer to GenCorp after the Distribution. References in this document to "Omnova 
Solutions" refer to the businesses to be transferred to Omnova Solutions by     
GenCorp as part of the Distribution. References in this document to "GenCorp,"  
"New GenCorp" and "Omnova Solutions" include their respective subsidiaries at   
the relevant time unless the context otherwise requires.                        

THE SPECIAL MEETING 

DATE, TIME AND PLACE                                                            

GenCorp is providing this proxy statement in connection with its      
solicitation of proxies from you for use at a special meeting of shareholders of
GenCorp to be held at the offices of Jones, Day, Reavis & Pogue, North Point,   
901 Lakeside Ave., Cleveland, Ohio, at 9:00 a.m., local time, on August 18, 1999
and at any adjournments of that meeting.                                        

MATTERS FOR CONSIDERATION                                                       

At the special meeting, you will be asked to consider and vote upon a 
proposal providing for the following actions (the "Distribution"):              

   - a transfer to GenCorp by Aerojet, a wholly owned subsidiary of GenCorp,
    of 100% of the equity interests of Aerojet Fine Chemicals, either as a
dividend or in exchange for other property;                       

- the contribution by GenCorp to its wholly owned subsidiary, Omnova  
Solutions, of the Performance Chemicals and Decorative & Building 
Products businesses of GenCorp and some other corporate assets, in
exchange for shares of Omnova Solutions common stock and Omnova   
  Solutions' assumption of liabilities related to those businesses and
assets;                                                           

  - a special dividend to the holders of the outstanding shares of GenCorp
common stock of all outstanding shares of capital stock of Omnova 
   Solutions on a pro rata basis and on the basis of one share of common
  stock of Omnova Solutions for each share of common stock of GenCorp.

  At the special meeting, you will also be asked to consider and vote upon
proposals providing for:                                                        

     - amendments to GenCorp's articles of incorporation and code of regulations
      to designate Cleveland, Ohio as the location of GenCorp's principal Ohio
      office for purposes of the Ohio General Corporation Law; to increase the
   number of authorized common shares from 90 million to 150 million; 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; to
      establish two additional series of currently authorized preferred stock;
     to eliminate the requirement that the annual meeting of shareholders be
held in March; to increase the shareholder vote required to call a
   special meeting of shareholders from 25% to 50%; to permit additional
    forms of proxy authorizations; to establish procedures relating to the
     proposal of business at shareholders' meetings; to establish procedures
      relating to the nomination by shareholders of candidates for election as
   directors; to require that GenCorp indemnify its directors, officers,
     employees and others to the fullest extent permitted by applicable law;
     to provide that directors may not be removed by shareholders and may be
      removed by other directors only in certain limited circumstances; and to
provide that GenCorp's corporate seal contain only the name of the
corporation and the words "corporate seal";                       

   - adoption of the New GenCorp 1999 Equity and Performance Incentive Plan,
to be effective after the Distribution; and                       

  - adoption of the Omnova Solutions 1999 Equity and Performance Incentive
Plan, to be effective after the Distribution.                     

   You may also be asked to act on other business that properly comes before
the special meeting.                                                            
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SPECIAL MEETING RECORD DATE                                                     

  GenCorp's Board of Directors has fixed the close of business on June 30,
1999 as the record date for the special meeting.                                

VOTING AND QUORUM                                                               

   Holders of record of GenCorp common stock at the record date are entitled
to notice of, and to vote at, the special meeting. Each share of GenCorp common 
stock outstanding at the close of business on the record date is entitled to one
vote on each matter presented at the special meeting. The presence in person or 
by proxy of shareholders holding a majority of the outstanding shares of GenCorp
common stock on the record date will constitute a quorum for the transaction of 
business at the special meeting.                                                

VOTE REQUIRED                                                                   

     - Approval of the Distribution will require the affirmative vote of holders
    of a majority of the outstanding shares of GenCorp common stock on the
record date for the special meeting.                              

   - Approval of the adoption of the New GenCorp 1999 Equity and Performance
 Incentive Plan and the Omnova Solutions 1999 Equity and Performance
   Incentive Plan will each require the affirmative vote of holders of a
   majority of the outstanding shares of GenCorp common stock present in
person or by proxy at the special meeting.                        

- Approval of the adoption to the amendment to GenCorp's code of      
       regulations relating to removal of directors will require the affirmative
      vote of holders of 80% of the outstanding shares of GenCorp common stock
on the record date for the special meeting.                       

- Approval of the adoption of the amendments to GenCorp's articles of 
incorporation will each require the affirmative vote of holders of
     66 2/3% of the outstanding shares of GenCorp common stock on the record
date for the special meeting.                                     

- Approval of the adoption of the amendments to GenCorp's code of     
     regulations, other than the amendment relating to removal of directors,
    will each require the affirmative vote of the holders of a majority of
       the outstanding shares of GenCorp common stock on the record date for the
special meeting.                                                  

DISSENTERS' RIGHTS                                                              

    If, under Ohio law, the Distribution is a disposition of substantially all
of GenCorp's assets, shareholders who comply with the requirements of Ohio      
Revised Code Section 1701.85 will be entitled to dissent from the Distribution  
proposal. GenCorp, however, does not believe that, under Ohio law, the          
Distribution would be a disposition of substantially all of its assets. GenCorp 
therefore does not believe that dissenters' rights would arise by reason of the 
Distribution. If, contrary to GenCorp's belief, rights of dissent are available,
shareholders who perfect dissenters' rights in accordance with Section 1701.85  
will be entitled to the "fair cash value" of their GenCorp common stock,        
determined in accordance with the statutory procedure. If, contrary to GenCorp's
belief, dissenters' rights are available under Ohio law, the Distribution will  
not occur if holders of more than 1% of GenCorp's outstanding common stock      
exercise dissenters' rights.                                                    

BOARD RECOMMENDATIONS                                                           

    The GenCorp Board unanimously recommends that shareholders vote "FOR" each
of the proposals.                                                               

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THE DISTRIBUTION

 GenCorp proposes to separate the Performance Chemicals and Decorative &
Building Products businesses from GenCorp's other operations.                   

RISK FACTORS                                                                    

    You should be aware that the Distribution and ownership of New GenCorp and
Omnova Solutions common stock involve certain risks, including those described  
under "Risk Factors," that could adversely affect the value of your holdings.   

BACKGROUND AND REASONS FOR THE DISTRIBUTION                                     

GenCorp's Board believes that the Distribution will serve a number of 
purposes, including:                                                            

     - increasing the ability of both companies to improve the corporate fit and
focus of their respective businesses;                             

- facilitating acquisitions by both companies by improving the        
       attractiveness of their respective capital stock as acquisition currency;

  - allowing both companies to effectively motivate and enhance management
      performance by providing equity compensation and incentives more closely
tied to the businesses in which the employees work; and           

    - generating aggregate cost savings for the two companies when compared to
GenCorp's costs.                                                  

THE DISTRIBUTION AND WHAT GENCORP SHAREHOLDERS WILL RECEIVE IN THE DISTRIBUTION 

If the GenCorp shareholders approve the Distribution, and the other   
conditions to the Distribution are satisfied or waived, GenCorp anticipates that
the GenCorp Board will authorize the various components of the Distribution and 
declare a special dividend payable in Omnova Solutions common stock and set a   
record date for that dividend. The Distribution would involve the actions       
described below.                                                                

    Aerojet will transfer to GenCorp, in the form of a dividend or an exchange
for other property, 100% of the equity interests of Aerojet Fine Chemicals.     

GenCorp will contribute the assets of the Performance Chemicals and   
Decorative & Building Products businesses and some other corporate assets to    
Omnova Solutions in exchange for Omnova Solutions common stock and Omnova       
Solutions' assumption of liabilities related to those businesses and assets.    

     GenCorp then will distribute, in the form of a special dividend, all of the
outstanding shares of common stock of Omnova Solutions, on a pro rata basis, to 
the holders of GenCorp's common stock as of a record date for the special       
dividend. In the special dividend contemplated by the Distribution, each        
shareholder of GenCorp will retain its shares of GenCorp common stock, and for  
each share of GenCorp common stock held by it on the record date for the special
dividend contemplated by the Distribution, will be entitled to receive one share
of Omnova Solutions common stock. See "Conditions to the Distribution."         

   Prior to the special dividend, Omnova Solutions will borrow approximately
$188 million under a new credit facility and will pay to GenCorp a dividend     
equal to the borrowings. GenCorp will use the dividend payment to repay debt.   

Following the Distribution, it is expected that the shares of Omnova  
Solutions common stock distributed in the Distribution will be listed on the New
York Stock Exchange.                                                            

  The GenCorp Board has retained discretion, even if all conditions to the
Distribution are satisfied, to abandon, defer or modify the Distribution.       

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FEDERAL INCOME TAX CONSEQUENCES RELATED TO THE DISTRIBUTION                     

    GenCorp has filed with the Internal Revenue Service a request for a ruling
that the Distribution will not result in the recognition of income, gain or loss
for federal income tax purposes to GenCorp and its shareholders. The            
Distribution will not occur unless GenCorp receives the ruling. Any ruling      
issued by the IRS will be based upon factual representations. Any change in the 
facts as represented could cause the IRS to modify or revoke any prior ruling   
that the Distribution was tax-free to all parties. Therefore, the Distribution  
could be treated as:                                                            

 - a taxable dividend to GenCorp shareholders, in an amount equal to the
      fair market value of the Omnova Solutions common stock as of the date of
the special dividend contemplated by the Distribution, and        

- a gain-recognition event to GenCorp in the amount by which the fair 
     market value of the Omnova Solutions common stock as of the date of the
       special dividend contemplated by the Distribution exceeds GenCorp's basis
in the Omnova Solutions common stock.                             

 Both New GenCorp and Omnova Solutions will agree not to take any action
that would cause the Distribution to be taxable to GenCorp or its shareholders. 
Each of New GenCorp and Omnova Solutions will also agree to indemnify the other 
for any adverse consequences incurred as a result of its breach of that         
obligation.                                                                     

ACCOUNTING TREATMENT OF THE DISTRIBUTION                                        

    Upon declaration by the GenCorp Board of the special dividend contemplated
by the Distribution, GenCorp will present the business of Omnova Solutions as a 
discontinued operation to the extent financial information for periods prior to 
the Distribution is required to be included in GenCorp's historical financial   
statements. After the Distribution, the business of Omnova Solutions will be    
reflected in separate consolidated financial statements and its assets and      
liabilities will be reflected at historical amounts.                            

DIVIDEND POLICIES OF NEW GENCORP AND OMNOVA SOLUTIONS                           

   Each of New GenCorp and Omnova Solutions presently intends to pay regular
dividends on its common stock. However, the amount and actual payment of        
dividends by New GenCorp and Omnova Solutions after the Distribution will be    
subject to the discretion of the respective companies' Boards of Directors and  
any dividends paid by New GenCorp and Omnova Solutions may be lower, when       
combined, than dividends currently paid by GenCorp. Dividend decisions will be  
based on a number of factors, including the respective future operating results 
and financial requirements of New GenCorp and Omnova Solutions on their new     
stand-alone basis and on other factors. See "Risk Factors" and "Dividend        
Policies."                                                                      

CONDITIONS TO THE DISTRIBUTION                                                  

The Distribution is conditioned upon, among other things:             

     - receipt of a ruling from the IRS to the effect that the Distribution will
     constitute a tax-free distribution for U.S. Federal income tax purposes
for both holders of GenCorp common stock and GenCorp;             

 - approval of the Distribution by holders of at least a majority of the
    outstanding GenCorp common stock as of the record date for the special
meeting;                                                          

- the effectiveness of the Registration Statement on Form 10 under the
      Securities Exchange Act of 1934 to be filed by Omnova Solutions with the
Securities and Exchange Commission;                               

    - if, contrary to GenCorp's belief, dissenters' rights are available under
  Ohio law, holders of no more than 1% of GenCorp's outstanding common
stock exercise dissenters' rights; and                            

   - there not being in effect any statute, rule, regulation or order of any
    court, governmental or regulatory body that prohibits or makes illegal
the transactions contemplated by the Distribution.                

The conditions listed above cannot be waived. The GenCorp Board has   
reserved the right to abandon the Distribution even if all conditions are       
satisfied.                                                                      

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NEW GENCORP 

BUSINESSES AFTER THE DISTRIBUTION                                               

    After the Distribution, New GenCorp will own and operate GenCorp's Aerojet
business, which is comprised of the aerospace and defense businesses and Fine   
Chemicals, and GenCorp's automotive Vehicle Sealing segment. Aerojet specializes
in the design, development and manufacture of defense electronics, primarily    
space satellite surveillance and sensing systems and related ground stations,   
liquid and solid propulsion systems for space launch vehicles, and tactical     
defense weapon systems and smart munitions. Fine Chemicals is a custom          
manufacturer of intermediates, and bulk active materials for the pharmaceutical 
industry, specializing in difficult chemistries using energetic and potentially 
hazardous materials. Vehicle Sealing produces highly engineered extruded and    
molded rubber sealing systems for passenger cars, light trucks and sports       
utility vehicles made by automotive original equipment manufacturers.           

PRINCIPAL OFFICE AFTER THE DISTRIBUTION                                         

GenCorp Inc.            
   Highway 50 and Aerojet Road
        Rancho Cordova, California 95670
(916) 355-4000          

OMNOVA SOLUTIONS

BUSINESSES AFTER THE DISTRIBUTION                                               

 After the Distribution, Omnova Solutions will own and operate GenCorp's
current Performance Chemicals and Decorative & Building Products businesses.    
Performance Chemicals manufactures high quality emulsion polymers and specialty 
chemicals used as coatings, binders, adhesives and additives for paper, carpet, 
textile, and various specialty markets. Decorative & Building Products designs  
and manufactures a comprehensive line of decorative and performance-enhancing   
surfacing products including commercial wallcovering, coated fabrics, laminates,
graphics arts and industrial films and roofing membrane systems. These products 
are made from a variety of substrates, including polyvinyl chloride, polyolefins
and textiles. These products serve a wide array of markets, including furniture,
transportation, construction, remodeling, interior decorating and graphic arts. 

PRINCIPAL OFFICE AFTER THE DISTRIBUTION                                         

Omnova Solutions Inc.   

175 Ghent Road          
Fairlawn, Ohio 44333    
(330) 869-4200          

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RECENT DEVELOPMENTS 

   GenCorp's sales totaled $514.9 million for the second quarter of 1999, an
increase of 19% compared to $431.9 million during the second quarter of 1998,   
with all three business segments posting significant revenue increases. For the 
six months ended May 31, 1999, sales increased 20% to $954.5 million as compared
to $797.4 million during the first six months of 1998. Operating profit totaled 
$66.6 million for the second quarter of 1999. Excluding unusual items of $15.2  
million primarily related to the divestiture of Penn Racquet Sports, operating  
profit for the current quarter improved 19% to $51.4 million versus $43.1       
million for the second quarter of 1998. For the six months ended May 31, 1999,  
segment operating profit, excluding unusual items, increased to $89.4 million as
compared to $72.7 million for the same period of 1998, a 23% improvement.       

In early May, GenCorp sold Penn and recognized a pre-tax gain of $15.7
million on the sale. Sales and operating profit of Penn for the second quarter  
of 1999 were $14.1 million and $1.4 million, respectively.                      

As part of a focused cost reduction program to prepare for the        
Distribution, GenCorp continued to decrease corporate overhead, reducing        
corporate expenses by $1.8 million for the second quarter of 1999 as compared to
the second quarter of 1998. Also during the second quarter of 1999, GenCorp     
incurred costs of $3.2 million for Distribution-related activities and reflected
a tax provision that was $0.6 million higher than normal because of certain     
Distribution costs that will not be deductible for income tax purposes.         

    Net income in the second quarter of 1999 totaled $32.5 million compared to
second quarter 1998 net income of $21.4 million. For the six months ended May   
31, 1999 net income improved 45% to $49.7 million as compared to net income of  
$34.2 million during the first six months of 1998. Earnings per share for the   
second quarter of 1999 improved to $0.77 per diluted share compared to $0.51 per
diluted share during the second quarter of 1998. Earnings per share before      
unusual items, which primarily include the gain on the sale of Penn and         
Distribution-related costs, totaled $0.61 per diluted share during the quarter, 
an improvement of 20% over the second quarter of 1998.                          

NEW GENCORP                                                                     

Net sales for the New GenCorp businesses in the second quarter of 1999
increased 18.6% to $304.9 million compared to $257.0 million in the second      
quarter of 1998. Sales increased for both Aerojet and Vehicle Sealing. Total    
segment operating profit increased to $26.5 million for the second quarter of   
1999 versus $19.6 million in the second quarter of 1998. Operating profit       
margins improved to 8.7% in the second quarter of 1999 compared to 7.6% in the  
second quarter of 1998 due primarily to higher volumes and better operating     
performance.                                                                    

     At Aerojet, net sales increased 16% to $181.6 million in the second quarter
of 1999 as compared to $156.4 million in the second quarter of 1998. Higher     
volumes in Fine Chemicals, the Space-Based Infrared System (SBIRS), Special     
Sensor Microwave Imager/Sounder (SSMIS) and Sense and Destroy Armor (SADARM)    
were partially offset by lower volumes on the Defense Support Program (DSP) and 
Titan. Aerojet's operating profit for the second quarter of 1999 was $17.2      
million, compared to $13.7 million in the second quarter of 1998. Operating     
margins improved during the quarter to 9.5% from 8.8% in the second quarter of  
1998, due to higher Fine Chemicals volumes and contract performance in strategic
and space propulsion.                                                           

Sales at Vehicle Sealing improved 23% to $123.3 million in the second 
quarter of 1999, versus $100.6 million in the second quarter of 1998. The sales 
gain was due to higher volumes in North America on the General Motors C/K pickup
and Grand AM and the Ford Explorer platforms. Vehicle Sealing's operating profit
rose 58%, to $9.3 million in the second quarter of 1999 as compared to $5.9     
million for the second quarter of 1998. Operating profit margins improved to    
7.5% in the second quarter of 1999 compared to 5.9% in the second quarter of    
1998 as a result of higher volumes, lower launch costs, improved operating      
efficiencies, and the absence of losses from the plastic extrusions division    
which was sold in 1998.                                                         

OMNOVA SOLUTIONS                                                                

     Net sales for the Omnova Solutions businesses in the second quarter of 1999
increased 27% to $195.9 million compared to $153.7 million in the second quarter
of 1998. Sales increased in both Decorative & Building Products and Performance 
Chemicals, primarily from sales attributable to acquisitions. Total segment     
operating                                                                       

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profit increased to $23.5 million for the second quarter of 1999 versus $21.7   
million in the second quarter of 1998. Operating margins decreased to 12.0% in  
the second quarter of 1999 compared to 14.1% in the second quarter of 1998, due 
primarily to lower average unit selling prices across certain Performance       
Chemicals product lines, and increased new product development spending.        

 Net sales for Performance Chemicals increased for the second quarter of
1999 by 49% to $82.0 million compared to $55.0 million in the second quarter of 
1998. The increase reflects sales attributable to the 1998 acquisitions.        
Excluding the effect of acquired businesses, volume was flat compared to 1998   
while pricing was down slightly. Segment operating profit during the second     
quarter of 1999 improved 8% to $9.4 million versus $8.7 million in the second   
quarter of 1998. Segment operating margins declined to 11.5% in the second      
quarter of 1999 versus 15.8% in the 1998 second quarter. The decline is         
primarily due to lower pricing and integration costs related to acquisition     
activity in the latter half of 1998.                                            

   During the second quarter of 1999, Performance Chemicals completed the $8
million acquisition of Morton International's global latex floor care business, 
adding a complementary product line and customer base, and expanding its        
presence in Europe and the Far East.                                            

Net sales for Decorative & Building Products increased for the second 
quarter of 1999 by 15.4% to $113.9 million compared to $98.7 million in the     
second quarter of 1998. The increase was mainly related to the European         
wallcovering acquisition, paper laminates and building systems businesses.      
Segment operating profit during the second quarter of 1999 improved 12.3% to    
$14.6 million versus $13.0 million in the second quarter of 1998. Segment       
operating margins declined to 12.8% in the second quarter of 1999 from 13.2% for
the second quarter of 1998, due primarily to increased spending on new product  
development.                                                                    

   Within the Decorative & Building Products business unit during the second
quarter of 1999, the trend of performance improvement for the building systems  
(roofing) sector continued with a 20% increase in sales. Sales were also up by  
30% in the first half of 1999 within the coated fabrics' residential upholstery 
business.                                                                       

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GENCORP SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA 

The following table sets forth summary consolidated historical and pro
forma financial data of GenCorp. The summary historical data has been derived   
from and should be read in conjunction with the audited consolidated financial  
statements included in GenCorp's Annual Report on Form 10-K for the year ended  
November 30, 1998 and unaudited financial data included in GenCorp's Quarterly  
Report on Form 10-Q for the quarterly period ended February 28, 1999, both of   
which are incorporated herein by reference. The summary pro forma financial data
has been derived from GenCorp's unaudited pro forma condensed financial         
statements for the three month period ended February 28, 1999, and for the year 
ended November 30, 1998 included in this proxy statement. You should read the   
following table in conjunction with the other financial information included and
incorporated into this proxy statement.                                         

You should keep the following in mind when reviewing this data.       

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

 - Pro forma balance sheet data assumes the Distribution and the sale of
     GenCorp's Penn division were completed on February 28, 1999. Therefore,
       this data does not include the assets and liabilities of Omnova Solutions
     and Penn. In addition, the pro forma income statement data assumes that
the Distribution and sale of Penn occurred at the beginning of the
       periods presented. The pro forma information may not be indicative of the
results that would have occurred if the Distribution and sale had 
actually occurred on those dates.                                 

  - The unaudited pro forma income statement does not include nonrecurring
   items that are directly attributable to the Distribution, the sale of
Penn and estimated future cost savings as follows:                

       - The one-time costs estimated at $16 million after tax associated with
          the Distribution, including investment banking, legal and professional
         fees, severance costs, retention bonuses for key employees, financing
         fees, relocation costs and expenses associated with a voluntary early
retirement program;                                         

       - The after-tax gain of $9 million on the sale of Penn that occurred on
April 30, 1999; and                                         

      - Annual cost savings to New GenCorp estimated to be between $4 and $5
million pretax as a result of the Distribution.             

- During fiscal 1996, GenCorp recorded unusual charges of $42 million 
    pretax, or $0.75 basic and $0.62 diluted earnings per share after tax.
These charges included primarily (1) a $15 million provision for a
     voluntary early retirement incentive program, (2) a $14 million loss on
   the sale of its automotive segment's vibration control and reinforced
     plastics businesses offset by a gain of $4 million from the sale of the
     structural urethane adhesives business, (3) an $8 million provision for
       environmental remediation costs, (4) a $6 million charge related to fixed
   assets, pension and other matters, and (5) a $3 million restructuring
charge for the Vehicle Sealing business.                          

    - Net income amounts for fiscal 1996, 1997 and 1998 reflect reduced income
       tax expense of $16 million, $67 million and $2 million, respectively, due
  to the receipt of federal income tax settlements for tax credits and
related interest.                                                 

  - During fiscal 1997, GenCorp's $115,000,000 8% Convertible Subordinated
     Debentures Due August 1, 2002 were converted into GenCorp common stock.
     This conversion affected long-term debt and shareholders' equity at the
end of fiscal 1997.                                               

 - Total assets and long-term debt at the end of fiscal 1997 reflect the
       acquisition of Printworld made in fiscal 1997. Total assets and long-term
   debt at the end of fiscal 1998 reflect the acquisitions during fiscal
1998, including (1) the U.S. specialty chemicals business of Sequa
     Chemicals, (2) the commercial wallcovering business of Walker Greenbank
    PLC and (3) the Calhoun, Georgia latex facility of The Goodyear Tire &

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 Rubber Company. The income statements reflect operations from these
acquisitions from the date of purchase.                           

- Income statement data for fiscal 1998 includes unusual income of $5 
      million pretax, or $0.07 basic and diluted earnings per share after tax.
      These unusual items included (1) charges of $8 million primarily related
     to exiting the plastic extrusions division and residential wallcovering
       business, offset by (2) a $13 million gain from Aerojet's sale of surplus
land in Nevada.                                                   

                                                        [Enlarge/Download Table]

                                        HISTORICAL           PRO FORMA        HISTORICAL        PRO FORMA   
                                --------------------------   ----------    ----------------   --------------
                                        YEAR ENDED           YEAR ENDED      THREE MONTHS      THREE MONTHS 
                                       NOVEMBER 30,           NOV. 30,      ENDED FEB. 28,    ENDED FEB. 28,
                                --------------------------   ----------    ----------------   --------------
                                 1996      1997      1998       1998        1998      1999         1999     
                                ------    ------    ------   ----------    ------    ------   --------------
                                                (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)                
                                                                                                            
INCOME STATEMENT DATA:                                                                                      
Net sales.....................  $1,515    $1,568    $1,737     $1,048      $  366    $  440       $  255    
Segment operating profit......     120       152       165         83          30        38           19    
Pro forma income from                                                                                       
  continuing operations.......                                     41                                  7    
Pro forma income per share                                                                                  
  from continuing                                                                                           
  operations -- basic and                                                                                   
  diluted.....................                                    .98                                .17    
Net income....................      42       137        84                     13        17                 
Net income per share:                                                                                       
  Basic.......................    1.25      3.71      2.02                    .31       .41                 
  Diluted.....................    1.16      3.40      1.99                    .31       .41                 
BALANCE SHEET DATA                                                                                          
  (AT PERIOD END):                                                                                          
Total assets..................  $1,330    $1,419    $1,743                 $1,404    $1,729       $1,050    
Long-term debt................     263        84       356                     93       356          135    
Total debt....................     306       109       370                    137       409          182    
Shareholders' equity..........      56       281       344                    287       354           63    
OTHER DATA:                                                                                                 
Cash dividends paid per common                                                                              
  share.......................  $  .60    $  .60    $  .60                 $  .15    $  .15                 

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OMNOVA SOLUTIONS SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

  The following table sets forth summary combined historical and pro forma
data for Omnova Solutions. The summary historical data as of February 28, 1999  
and 1998 and November 30, 1997 and 1998 and for the three-month periods ended   
February 28, 1999 and 1998 and each of the three years in the period ended      
November 30, 1998 has been derived from the audited and unaudited combined      
financial statements of Omnova Solutions included in this proxy statement. The  
data set forth below and the historical data contained in this proxy statement  
are presented as if Omnova Solutions was a separate entity for all periods      
represented. The summary pro forma financial data has been derived from the     
Omnova Solutions unaudited pro forma combined financial statements for the three
months ended February 28, 1999 and the year ended November 30, 1998 included in 
this proxy statement. You should read the following table in conjunction with   
the other Omnova Solutions financial information included in this proxy         
statement.                                                                      

You should keep the following in mind when reviewing this data.       

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

   - The pro forma balance sheet data assumes the Distribution was completed
   on February 28, 1999. The pro forma income statement data assumes the
     Distribution and fiscal 1998 acquisitions occurred at December 1, 1997.
       The pro forma information may not be indicative of the results that would
  have occurred had the Distribution actually occurred on those dates.

- Income statement data for fiscal 1996 includes unusual income of $4 
  million from the sale of the structural urethane adhesives business.

   - During fiscal 1997, Omnova Solutions acquired Printworld. During fiscal
       1998, Omnova Solutions acquired (1) the U.S. specialty chemicals business
    of Sequa Chemicals, (2) the commercial wallcovering business of Walker
Greenbank PLC, and (3) the Calhoun, Georgia latex facility of The 
  Goodyear Tire & Rubber Company. The historical income statement data
    reflects operations from these acquisitions from the date of purchase.

   - Income statement data for fiscal 1998 includes an unusual expense of $3
million related to exiting the residential wallcovering business. 

   - The pro forma earnings per share were calculated based on a one for one
      share distribution and equivalent stock options being granted to holders
of GenCorp stock options.                                         

                                                        [Enlarge/Download Table]

                                           HISTORICAL        PRO FORMA       HISTORICAL        PRO FORMA   
                                      --------------------   ----------    ---------------   --------------
                                           YEAR ENDED        YEAR ENDED     THREE MONTHS      THREE MONTHS 
                                          NOVEMBER 30,        NOV. 30,     ENDED FEB. 28,    ENDED FEB. 28,
                                      --------------------   ----------    ---------------   --------------
                                      1996    1997    1998      1998       1998      1999         1999     
                                      ----    ----    ----   ----------    -----    ------   --------------
                                                  (DOLLARS IN MILLIONS, EXPECT PER SHARE DATA)             
                                                                                                           
INCOME STATEMENT DATA:                                                                                     
Net sales............................ $506    $548    $624      $766       $134      $171         $171     
Segment operating profit.............   74      66      83        96         15        17           19     
Net income...........................   37      34      42        46          8         7            9     
PRO FORMA NET INCOME PER SHARE:                                                                            
  Basic..............................                           1.11                               .22     
  Diluted............................                           1.09                               .21     
BALANCE SHEET DATA                                                                                         
  (AT PERIOD END):                                                                                         
Total assets......................... $233    $277    $603                 $266      $603         $651     
Long-term debt.......................   --      --      --                   --        --          188     
Total debt...........................   --      --      --                   --        --          194     
Divisional equity....................  147     182     489                  193       499          284     

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RISK FACTORS

    You should be aware that the Distribution and ownership of New GenCorp and
Omnova Solutions common stock involve risks, including those described below and
elsewhere in this proxy statement, that could adversely affect the value of your
holdings. You are also urged to review the risk factors included in GenCorp's   
Form 10-K for the fiscal year ended November 30, 1998 under the caption         
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations -- Forward-Looking Statements." GenCorp and Omnova Solutions are not 
making, and no other person is authorized to make, any representation as to the 
future market value of New GenCorp or Omnova Solutions common stock.            

Some of the following risks will arise solely as a result of the      
Distribution. However, many of the following risks currently apply to GenCorp   
even if the Distribution does not occur. These existing risks may become more   
heightened after the Distribution because of the less diversified nature of New 
GenCorp and Omnova Solutions compared to GenCorp.                               

RISKS ARISING FROM THE DISTRIBUTION 

SHARES RECEIVED IN THE DISTRIBUTION COULD BE TAXABLE TO GENCORP SHAREHOLDERS AND
THE DISTRIBUTION COULD BE TAXABLE TO GENCORP.                                   

It is intended that the Distribution will be a tax-free spin-off under
Section 355 of the Internal Revenue Code. If the Distribution qualifies as a    
tax-free spin-off, in general, no income, gain or loss will be recognized by    
holders of GenCorp common stock or by GenCorp or Omnova Solutions on the        
Distribution. It is a condition to the Distribution that GenCorp receive a      
ruling from the IRS that Section 355 will apply to the Distribution.            

 On February 24, 1999, GenCorp filed a request with the IRS for a ruling
that Section 355 will apply to the Distribution. The IRS has not yet issued a   
ruling letter. While generally binding upon the IRS, a ruling would be subject  
to factual representations and assumptions. Thus, even if GenCorp receives a    
ruling, the Distribution could nonetheless become taxable to New GenCorp as a   
result of events occurring after the Distribution. For example, if 50% or more  
of New GenCorp's common stock or of Omnova Solutions' common stock is acquired  
during a period that ends two years after the Distribution, the Distribution    
would become taxable to GenCorp (but not to the shareholders), unless New       
GenCorp and Omnova Solutions demonstrate to the IRS that the Distribution and   
the acquisition were not parts of a plan or series of related transactions. New 
GenCorp and Omnova Solutions may have little control over acquisitions of their 
respective common stock. These rules may limit the ability of New GenCorp and   
Omnova Solutions to engage in strategic transactions, such as acquisitions,     
joint ventures and business combinations, for a period of time after the        
Distribution.                                                                   

If the Distribution were not to qualify under Section 355, then, in   
general, a very substantial corporate tax would be payable by New GenCorp. The  
resulting tax liability would have a material adverse effect on the financial   
position, results of operations and cash flows of New GenCorp. The combined     
federal and state income tax liability arising from the Distribution if it were 
found to be taxable would be equal to the fair market value of the Omnova       
Solutions common stock at the time of the special dividend contemplated by the  
Distribution, less GenCorp's tax basis of approximately $300 million in the     
Omnova Solutions common stock, multiplied by the applicable combined tax rate,  
which could be as high as 40%.                                                  

 In addition, the tax liability could adversely affect Omnova Solutions.
Under the consolidated return regulations, each member of the GenCorp           
consolidated group, including Omnova Solutions, would be severally liable for   
the tax liability. Also, under the tax matters agreement between New GenCorp and
Omnova Solutions, Omnova Solutions will be liable to New GenCorp for any tax    
liability arising out of the Distribution to the extent Omnova Solutions'       
actions result in the tax liability.                                            

Furthermore, if the Distribution were to fail to qualify as a tax-free
spin-off, each GenCorp shareholder receiving shares of Omnova Solutions common  
stock in the Distribution would be treated as if he or she had                  

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received a taxable distribution in an amount equal to the fair market value of  
Omnova Solutions common stock received, which would result in:                  

 - taxable dividend income to the extent of his or her pro rata share of
GenCorp's current and accumulated earnings and profits;           

    - reduction in his or her basis in GenCorp common stock to the extent that
   the amount received exceeds his or her share of GenCorp's current and
accumulated earnings and profits;                                 

  - taxable gain to the extent the amount received exceeds both his or her
      share of both GenCorp's current and accumulated earnings and profits and
his or her basis in GenCorp common stock; and                     

     - basis in the Omnova Solutions stock received in the Distribution equal to
    the fair market value of the stock on the date of the special dividend
contemplated by the Distribution.                                 

THE MARKET VALUE OF NEW GENCORP'S COMMON STOCK IS EXPECTED TO BE LOWER THAN THE 
MARKET VALUE OF GENCORP COMMON STOCK AND THE COMBINED MARKET VALUE OF NEW       
GENCORP AND OMNOVA SOLUTIONS COMMON STOCK MAY BE LESS THAN THE MARKET VALUE OF  
GENCORP COMMON STOCK.                                                           

After the Distribution, New GenCorp common stock will continue to be listed for 
trading on the NYSE and Chicago Stock Exchange under the symbol "GY." As a      
result of the Distribution, the trading prices of New GenCorp common stock are  
expected to be lower after the Distribution compared to the trading prices of   
GenCorp common stock immediately prior to the Distribution. The aggregate market
values of New GenCorp common stock and Omnova Solutions common stock after the  
Distribution may be less than the market value of the GenCorp common stock prior
to the Distribution.                                                            

AN ACTIVE TRADING MARKET MIGHT NOT DEVELOP FOR THE OMNOVA SOLUTIONS COMMON STOCK
AND TRADING PRICES ARE UNCERTAIN.                                               

     Omnova Solutions intends to apply to list the shares of its common stock to
be distributed in the Distribution on the NYSE. However, there is presently no  
public market for the Omnova Solutions common stock and an active market may not
develop following the Distribution. There can be no assurance regarding the     
prices at which the Omnova Solutions common stock will trade on or after the    
date of the special dividend contemplated by the Distribution. Until the Omnova 
Solutions common stock is fully distributed and an orderly market develops, the 
prices at which the stock trades may fluctuate significantly. Prices for the    
Omnova Solutions common stock will be determined in the marketplace and may be  
influenced by many factors, including, without limitation, (1) the depth and    
liquidity of the market for the Omnova Solutions common stock; (2) investors'   
perceptions of Omnova Solutions and the industries in which it participates; (3)
Omnova Solutions' dividend policy; and (4) changes in government regulation and 
general economic and market conditions.                                         

It is anticipated that virtually all of the shares of Omnova Solutions
common stock will be eligible for immediate resale in the public market after   
the Distribution. Any sales of substantial amounts of Omnova Solutions common   
stock in the public market, or the perception that sales of substantial amounts 
might occur, whether as a result of the Distribution or otherwise, could        
materially adversely affect the market price of Omnova Solutions common stock.  

COMBINED DIVIDENDS BY NEW GENCORP AND OMNOVA SOLUTIONS AFTER THE DISTRIBUTION   
MAY BE LESS THAN DIVIDENDS HISTORICALLY PAID BY GENCORP.                        

   The dividend policy of each of New GenCorp and Omnova Solutions after the
Distribution will be determined by its Board of Directors. The future payment of
dividends by each company will be based on the results of operations and        
financial condition of that company and other business considerations that      
company's Board of Directors considers relevant. Although both New GenCorp and  
Omnova Solutions currently intend to pay dividends after the Distribution,      
GenCorp cannot assure you that either New GenCorp or Omnova Solutions will pay  
any dividends after the Distribution. If either or both of New GenCorp and      
Omnova Solutions pay dividends after the Distribution, the aggregate dividends  
may be less than the dividends historically paid by GenCorp.                    

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OMNOVA SOLUTIONS' ABSENCE OF HISTORY AS AN INDEPENDENT COMPANY MAKES IT         
DIFFICULT TO PREDICT FUTURE PERFORMANCE.                                        

  Omnova Solutions' business has historically been conducted by GenCorp as
part of its overall operations. Therefore, Omnova Solutions does not have an    
operating history as an independent company. Omnova Solutions was recently      
formed solely for the purpose of effecting the Distribution. Therefore, the     
financial information included in this proxy statement does not necessarily     
reflect the financial position, results of operations and cash flows of Omnova  
Solutions had Omnova Solutions been operated independently during the periods   
presented. As a stand-alone company, Omnova Solutions' results of operations may
or may not continue at a level similar to its results of operations while a part
of GenCorp. Omnova Solutions also believes that its general and administrative  
expenses will be higher than the expenses reflected in the historical financial 
statements of its businesses.                                                   

NEW GENCORP OR OMNOVA SOLUTIONS MAY NOT BE ABLE TO CONSUMMATE OR INTEGRATE      
EFFECTIVELY ACQUISITIONS AND THEIR RESPECTIVE RESULTS MAY BE ADVERSELY AFFECTED.

 Performance Chemicals and Decorative & Building Products have completed
five acquisitions since the beginning of fiscal 1997. In addition, the business 
strategy of New GenCorp and Omnova Solutions each contemplates continued        
expansion, including growth through future acquisitions. However, the ability of
each of New GenCorp and Omnova Solutions to consummate and integrate effectively
any future acquisitions on terms that are favorable to them may be limited. New 
GenCorp and Omnova Solutions may not have adequate financial resources to       
consummate any acquisitions. In addition, the ability of New GenCorp and Omnova 
Solutions to issue additional equity securities to raise capital or consummate  
acquisitions may be impaired, for a period of time after the Distribution, as a 
result of the tax indemnities to be granted by them with respect to the tax-free
nature of the Distribution.                                                     

ANTI-TAKEOVER PROVISIONS MAY AFFECT THE MARKETABILITY AND MARKET PRICE OF NEW   
GENCORP OR OMNOVA SOLUTIONS COMMON STOCK.                                       

  The articles of incorporation and code of regulations of each of GenCorp
and Omnova Solutions, as well as Ohio statutory law, contain provisions that may
have the effect of discouraging an acquisition of control of the company not    
approved by its Board. These provisions may also have the effect of discouraging
third parties from making proposals involving an acquisition or change of       
control of either company, although any proposals, if made, might be considered 
desirable by a majority of that company's shareholders. These provisions could  
also have the effect of making it more difficult for third parties to replace   
current management of either company without the concurrence of that company's  
Board. The proposed amendments to GenCorp's articles of incorporation and code  
of regulations would supplement these provisions of New GenCorp's articles of   
incorporation and code of regulations. The existence of these provisions may    
adversely affect the marketability and market price of New GenCorp or Omnova    
Solutions common stock.                                                         

AFTER THE DISTRIBUTION, EMPLOYEES OF NEW GENCORP MAY HAVE THE POWER TO INFLUENCE
MATTERS BROUGHT BEFORE THE SHAREHOLDERS OF OMNOVA SOLUTIONS FOR APPROVAL AND    
SUBSTANTIAL SALES BY THOSE EMPLOYEES MAY ADVERSELY AFFECT THE MARKET PRICE OF   
THE OMNOVA SOLUTIONS COMMON STOCK.                                              

    Immediately after the Distribution, New GenCorp employees participating in
the GenCorp retirement savings plans will beneficially own approximately 11% of 
the outstanding shares of Omnova Solutions common stock, based on the share     
ownership of GenCorp common stock on May 31, 1999. Voting of shares by          
participants in the plans or by the plans' Benefits Management Committee could  
significantly influence the outcome of matters submitted to the shareholders of 
Omnova Solutions for approval. The Benefits Management Committee is currently   
comprised entirely of GenCorp officers and after the Distribution will be       
comprised of officers of New GenCorp and Omnova Solutions. Sales of any         
significant amount of Omnova Solutions common stock by the trustee in response  
to withdrawals or fund transfers by New GenCorp employees could adversely affect
the market price of the Omnova Solutions common stock.                          

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RISKS CURRENTLY APPLICABLE TO GENCORP 

ENVIRONMENTAL LAWS, REGULATIONS AND LIABILITIES OR A LOSS OF GOVERNMENTAL COST  
RECOVERY COULD ADVERSELY AFFECT NEW GENCORP'S RESULTS OF OPERATIONS.            

   Aerojet is currently a party to several environmental proceedings related
primarily to prior operations. These proceedings are described in GenCorp's     
filings under the Securities Exchange Act of 1934 (the "Exchange Act") that are 
incorporated herein by reference. The effect of resolution of these matters on  
New GenCorp's results of operation cannot be predicted due to the uncertainty   
concerning both the amount and timing of future expenditures and future results 
of operations. In addition, GenCorp cannot assure you that resolution of these  
matters will not materially adversely affect New GenCorp's liquidity, capital   
resources or financial condition.                                               

The business operations of New GenCorp, like other companies in the   
industries in which New GenCorp operates, are subject to numerous foreign,      
federal, state and local environmental laws and regulations. These laws and     
regulations not only affect New GenCorp's current operations, but also could    
impose liability on New GenCorp for past operations that were conducted in      
compliance with then applicable laws and regulations. New GenCorp anticipates   
that these laws and regulations will become increasingly stringent.             

     Aerojet currently has an agreement with the U.S. government under which the
government recognizes as allowable for government contract cost purposes 88% of 
Aerojet's environmental costs. The remaining 12% of these costs must be borne by
Aerojet. As the agreement relates to operations in Azusa, California, either    
party can opt out of the arrangement after at least $40 million in allowable    
environmental costs at Azusa have been recognized. However, Aerojet's ability to
continue to take advantage of this cost-recognition agreement is dependent on   
its ability to continue to participate in government contracts. See "-A         
substantial decrease in or loss of government contracts would materially        
adversely affect New GenCorp's business and results of operations."             

A SUBSTANTIAL DECREASE IN OR LOSS OF GOVERNMENT CONTRACTS WOULD MATERIALLY      
ADVERSELY AFFECT NEW GENCORP'S BUSINESS AND RESULTS OF OPERATIONS.              

GenCorp's aerospace and defense business, operated through Aerojet, is
dependent on U.S. government contracts. Those government contracts would have   
provided, directly and indirectly, approximately 57% of New GenCorp's revenues, 
on a pro forma basis, for fiscal 1998. Government contracts and subcontracts are
by their terms subject to termination by the government or the prime contractor 
either for convenience or default. The loss of a substantial portion of that    
business would have a material adverse effect on New GenCorp's business and     
results of operations.                                                          

   Consolidation among aerospace and defense companies has resulted in three
principal prime contractors for the Department of Defense and NASA. As a result 
of this consolidation, Aerojet and its major competitors are partners with and  
major suppliers to each other on various programs. If any of these companies    
discontinues or temporarily terminates its services and Aerojet is unable to    
find adequate alternatives, Aerojet may experience increased costs,             
interruptions and delays in services.                                           

The U.S. government and the principal prime contractors periodically  
investigate the financial viability of their contractors and subcontractors as  
part of their risk assessment process associated with the award of new          
contracts. If the U.S. government or one or more prime contractors were to      
determine that Aerojet were not financially viable, Aerojet's ability to        
continue to act as a government contractor or subcontractor would be impaired.  

    The U.S. government also frequently conducts investigations into allegedly
illegal or unethical activity in the performance of defense contracts.          
Investigations of this nature are common in the aerospace and defense industry  
and lawsuits may result. Possible consequences include civil and criminal fines 
and penalties, in some cases, double or treble damages, and suspension or       
debarment from future government contracting. Aerojet is currently subject to   
several U.S. government investigations regarding business practices and cost    
classification. An adverse result in any legal or administrative proceeding     
arising from one or more of these investigations could have a material adverse  
effect on Aerojet's business and New GenCorp's financial condition or results of
operations.                                                                     

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VEHICLE SEALING'S LOSS OF SIGNIFICANT CUSTOMERS COULD MATERIALLY ADVERSELY      
AFFECT THE OPERATIONS OF VEHICLE SEALING AND NEW GENCORP.                       

General Motors and Ford accounted for approximately 73% of Vehicle    
Sealing's fiscal 1998 revenues. A significant decrease or interruption in       
business from General Motors or Ford could have a material adverse effect on New
GenCorp's financial condition, liquidity and results of operations.             

INCREASING COSTS FOR RAW MATERIALS MAY ADVERSELY AFFECT OMNOVA SOLUTIONS'       
PROFITABILITY.                                                                  

Performance Chemicals uses monomers extensively in its products. In   
addition, Decorative & Building Products uses polyvinyl chloride resins         
extensively in its products. The cost of these raw materials has a significant  
impact on Omnova Solutions' profitability. A significant increase in the price  
of either or both of these raw materials could materially increase Omnova       
Solutions' operating costs and materially adversely affect its profit margins.  
While Omnova Solutions generally attempts to pass increased raw materials prices
onto its customers in the form of price increases, there has historically been a
time delay between increased raw materials prices and the ability to increase   
product prices. In addition, Omnova Solutions may not be able to increase its   
prices sufficiently to cover any significant raw materials cost increases.      

POTENTIAL LIABILITIES ARISING FROM ANY RELEASE OR EXPLOSION OF DANGEROUS        
MATERIALS COULD MATERIALLY ADVERSELY AFFECT NEW GENCORP'S FINANCIAL CONDITION   
AND RESULTS OF OPERATIONS.                                                      

The businesses of Aerojet and Fine Chemicals involve the handling and 
production of potentially explosive materials and other dangerous chemicals,    
including materials used in rocket propulsion and other products. It is possible
that a release of these chemicals or an explosion could result in death and     
injuries to employees and others and material property damage to New GenCorp and
third parties. Any release or explosion could expose New GenCorp to adverse     
publicity or liability for damages and materially adversely affect New GenCorp's
operations. These effects could also materially adversely affect New GenCorp's  
financial condition, cash flows and results of operations.                      

PROTRACTED WORK STOPPAGES COULD ADVERSELY AFFECT THE RESULTS OF OPERATIONS OF   
NEW GENCORP OR OMNOVA SOLUTIONS.                                                

Approximately 43% of New GenCorp's employees are covered by collective
bargaining agreements. Approximately 28% of Omnova Solutions' employees are     
covered by collective bargaining agreements. Of these employees, approximately  
22% are covered by collective bargaining agreements that expire within the next 
12 months. GenCorp cannot assure you that these expiring agreements will be     
renewed on similar terms or renegotiated on acceptable terms. During fiscal     
1998, Vehicle Sealing experienced a work stoppage at its Batesville, Arkansas   
facility that adversely affected its results of operations for fiscal 1998. In  
addition, Vehicle Sealing's results of operations for fiscal 1998 were adversely
affected by a work stoppage at General Motors. Any protracted work stoppages in 
one or more of its facilities could materially adversely affect the results of  
operations of New GenCorp or Omnova Solutions. In addition, any protracted work 
stoppage in a facility of one of New GenCorp's customers could have a material  
adverse effect on New GenCorp's results of operations.                          

ENVIRONMENTAL LAWS, REGULATIONS AND LIABILITIES COULD ADVERSELY AFFECT OMNOVA   
SOLUTIONS' RESULTS OF OPERATIONS.                                               

    The business operations of Omnova Solutions, like those of other companies
in the industries in which Omnova Solutions operates, are subject to numerous   
foreign, federal, state and local environmental laws and regulations. These laws
and regulations not only affect Omnova Solutions' current operations, but also  
could impose liability on Omnova Solutions for past operations that were        
conducted in compliance with then applicable laws and regulations. Omnova       
Solutions anticipates that these laws and regulations will become increasingly  
stringent. Environmental liabilities related to discontinued operations will not
be assumed by Omnova Solutions and will remain obligations of New GenCorp after 
the Distribution. However, it is possible that Omnova Solutions could be held   
liable for actions conducted by these discontinued operations. New GenCorp will 
indemnify Omnova Solutions for any liabilities arising from these discontinued  
operations. Any failure by New GenCorp to satisfy its indemnity obligations     
could have a material adverse effect on Omnova Solutions.                       

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INTENSE COMPETITION COULD ADVERSELY AFFECT THE COMPETITIVE POSITION OR RESULTS  
OF OPERATIONS OF NEW GENCORP OR OMNOVA SOLUTIONS.                               

   The markets for New GenCorp's and Omnova Solutions' businesses are highly
competitive and actions by their respective competitors could adversely affect  
their respective competitive positions. In particular, Aerojet and Performance  
Chemicals compete against a few large competitors that have financial,          
personnel, marketing and other resources that are greater than Aerojet's and    
Performance Chemicals' respective resources.                                    

RISKS ASSOCIATED WITH FOREIGN OPERATIONS COULD ADVERSELY AFFECT THE RESULTS OF  
OPERATIONS OF NEW GENCORP OR OMNOVA SOLUTIONS.                                  

Both New GenCorp and Omnova Solutions have foreign operations. Foreign
operations subject New GenCorp and Omnova Solutions to the risks of doing       
business abroad, including:                                                     

- currency fluctuations;                                              

- difficulties in staffing and managing foreign operations; and       

- adverse tax consequence from operating in multiple jurisdictions.   

Any of these factors could have a material adverse effect on the financial      
position and results of operations of New GenCorp or Omnova Solutions.          

THE YEAR 2000 PROBLEM MAY DISRUPT THE OPERATIONS OF NEW GENCORP AND OMNOVA      
SOLUTIONS.                                                                      

GenCorp is currently engaged in a comprehensive project to upgrade its
information, technology, manufacturing and facilities computer hardware and     
software programs to address the Year 2000 issue at its domestic and            
international businesses. GenCorp believes that approximately 70% of its systems
are Year 2000 ready as of February 28, 1999, and the remainder will be Year 2000
ready by mid-year 1999 and before the Distribution.                             

Based upon currently available information and considering GenCorp's  
decentralized systems and Year 2000 efforts, management believes that the most  
reasonably likely worst case scenario could result in minor short-term business 
interruptions. GenCorp is preparing contingency plans which include alternative 
sourcing to minimize any disruptions to its businesses resulting from a vendor  
or supplier not being Year 2000 ready. However, failure by New GenCorp, Omnova  
Solutions and/or their respective vendors and customers to complete Year 2000   
readiness work in a timely manner could have a material adverse effect on some  
of their respective operations. Each company's exposure could increase or its   
timetable for Year 2000 readiness could be delayed as a result of any new       
acquisitions.                                                                   

CLAIMS OF PATENT INFRINGEMENT AGAINST FINE CHEMICALS COULD ADVERSELY AFFECT ITS 
COMPETITIVE POSITION.                                                           

    Fine Chemicals intends to use a new technology to produce products for its
customers. Fine Chemicals is aware of the existence of a third party's patent   
which could impact Fine Chemicals' right to utilize the technology. Fine        
Chemicals has received an opinion from legal counsel that the third party's     
patent is invalid. However, there can be no assurance that the third party will 
not bring an action for patent infringement against Fine Chemicals. Any adverse 
decision in a patent infringement suit, or a settlement of a suit, could have an
adverse effect on Fine Chemicals' competitive position.                         

FORWARD-LOOKING STATEMENTS

GENCORP HAS MADE STATEMENTS CONCERNING FUTURE FINANCIAL RESULTS WHICH ARE       
SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER    
MATERIALLY FROM THOSE EXPRESSED IN THESE STATEMENTS.                            

     This proxy statement contains and incorporates by reference statements that
are forward-looking in nature. These statements include comments regarding the  
intent, belief or current expectations of GenCorp, its directors or officers.   
All statements other than statements of historical facts are forward-looking    
statements. Forward-looking statements are typically identified by the words    
"believe," "expect," "anticipate," "intend," "estimate" and similar expressions.
Although these forward-looking statements, and the assumptions upon which they  
are                                                                             

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based, reflect current reasonable judgments regarding the direction of the      
businesses of GenCorp, New GenCorp and Omnova Solutions, actual results will    
almost always vary, sometimes materially. GenCorp and Omnova Solutions make no  
commitment to revise or update any forward-looking statements in order to       
reflect events or circumstances after the date the statement is made. In        
addition to the information contained in this proxy statement, including,       
without limitation, the information under "Risk Factors" and "Omnova Solutions' 
Management's Discussion and Analysis of Financial Condition and Results of      
Operations," which identifies important factors that could affect actual        
results, other factors could affect actual results, including, without          
limitation:                                                                     

     - Governmental and regulatory policies including environmental regulations.

- Acquisition or divestiture activities by New GenCorp and Omnova     
Solutions.                                                        

     - Vehicle sales and production rates of major automotive programs including
Ford and General Motors light trucks and SUVs.                    

- Department of Defense, NASA and other funding for critical aerospace
programs including SBIRS, SADARM and Kistler.                     

  - The ability of GenCorp and New GenCorp to satisfy contract performance
criteria, including due dates.                                    

- The market for the real estate owned by GenCorp in Sacramento,      
California.                                                       

- Raw material prices for chemical feed stocks including polyvinyl    
chloride, styrene and butadiene.                                  

- The ability of GenCorp, New GenCorp and Omnova Solutions and their  
       customers and vendors to successfully modify and convert their systems to
be Year 2000 ready.                                               

- Fluctuations in exchange rates of foreign currencies and other risks
associated with foreign operations.                               

   - General economic trends affecting markets in which GenCorp, New GenCorp
or Omnova Solutions operate.                                      

     Any forward-looking statements are expressly qualified in their entirety by
these factors.                                                                  

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THE SPECIAL MEETING 

PURPOSE OF THE SPECIAL MEETING                                                  

THE DISTRIBUTION                                                            

At the special meeting, shareholders will be asked to approve the     
Distribution, which involves the following actions:                             

   - a transfer to GenCorp by Aerojet, a wholly owned subsidiary of GenCorp,
    of 100% of the equity interests of Aerojet Fine Chemicals, either as a
dividend or in exchange for other property;                       

- the contribution by GenCorp to its wholly owned subsidiary, Omnova  
Solutions, of the Performance Chemicals and Decorative & Building 
Products businesses of GenCorp and some other corporate assets, in
exchange for shares of Omnova Solutions common stock and Omnova   
  Solutions' assumption of liabilities related to those businesses and
assets; and                                                       

  - a special dividend to the holders of the outstanding shares of GenCorp
common stock of all outstanding shares of capital stock of Omnova 
   Solutions on a pro rata basis and on the basis of one share of common
  stock of Omnova Solutions for each share of common stock of GenCorp.

   Prior to the special dividend, Omnova Solutions will borrow approximately
$188 million under its new credit facility and will distribute that amount to   
GenCorp in the form of a dividend. GenCorp will use the dividend amount to repay
debt. The actual amount to be borrowed by Omnova Solutions and distributed to   
GenCorp will be determined at the time of the Distribution.                     

    If GenCorp shareholders approve the Distribution, and the other conditions
to the Distribution are satisfied or waived, GenCorp anticipates that the       
GenCorp Board will authorize the various components of the Distribution and     
declare a special dividend payable in Omnova Solutions common stock and set a   
record date for that dividend. Each holder of record of GenCorp common stock on 
the record date for the special dividend contemplated by the Distribution, other
than shareholders who properly exercise their dissenters' rights under Ohio law,
if, contrary to GenCorp's belief, dissenters' rights are available under Ohio   
law, will receive one share of Omnova Solutions common stock for each share of  
GenCorp common stock held on the record date for the Distribution. No           
consideration will be paid by the holders of GenCorp common stock for the Omnova
Solutions common stock.                                                         

The GenCorp Board has conditioned the Distribution upon, among other  
things:                                                                         

     - receipt of a ruling from the IRS to the effect that the Distribution will
     constitute a tax-free distribution for U.S. Federal income tax purposes
for both holders of GenCorp common stock and GenCorp;             

 - approval of the Distribution by holders of at least a majority of the
    outstanding GenCorp common stock as of the record date for the special
meeting;                                                          

- the effectiveness of the Registration Statement on Form 10 under the
      Securities Exchange Act of 1934 to be filed by Omnova Solutions with the
Securities and Exchange Commission;                               

    - if, contrary to GenCorp's belief, dissenters' rights are available under
  Ohio law, holders of no more than 1% of GenCorp's outstanding common
stock exercise dissenters' rights; and                            

   - there not being in effect any statute, rule, regulation or order of any
    court, governmental or regulatory body that prohibits or makes illegal
the transactions contemplated by the Distribution.                

The Distribution will not occur if the conditions described above are not       
satisfied.                                                                      

  The GenCorp Board has retained discretion, even if all conditions to the
Distribution are satisfied, to abandon, defer or modify the Distribution.       

   The Distribution will separate GenCorp into two publicly owned companies.
After the Distribution, New GenCorp will continue to operate GenCorp's Aerojet, 
Fine Chemicals and Vehicle Sealing businesses and                               

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Omnova Solutions will operate GenCorp's Performance Chemicals and Decorative &  
Building Products businesses.                                                   

OTHER MATTERS                                                               

At the special meeting shareholders will also be asked to approve the 
following proposals:                                                            

    - Amendment of GenCorp's articles of incorporation and code of regulations
       to designate Cleveland, Ohio as the location of its principal Ohio office
      for purposes of the Ohio General Corporation Law; to increase the number
    of authorized common shares from 90 million to 150 million; 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; to  
      establish two additional series of currently authorized preferred stock;
     to eliminate the requirement that the annual meeting of shareholders be
held in March; to increase the shareholder vote required to call a
   special meeting of shareholders from 25% to 50%; to permit additional
    forms of proxy authorizations; to establish procedures relating to the
     proposal of business at shareholders' meetings; to establish procedures
      relating to the nomination by shareholders of candidates for election as
       directors; to require that the company indemnify its directors, officers,
     employees and others to the fullest extent permitted by applicable law;
      and to provide that directors may not be removed by shareholders and may
      be removed by other directors only in certain limited circumstances; and
      to provide that New GenCorp's corporate seal shall contain only the name
of the corporation and the words "corporate seal;"                

   - Approval of the adoption of the New GenCorp 1999 Equity and Performance
Incentive Plan, to be effective after the Distribution; and       

- Approval of the adoption of the Omnova Solutions 1999 Equity and    
 Performance Incentive Plan, to be effective after the Distribution.

     THE GENCORP BOARD HAS UNANIMOUSLY APPROVED THE DISTRIBUTION, THE AMENDMENTS
TO THE ARTICLES OF INCORPORATION AND CODE OF REGULATIONS AND THE ADOPTION OF THE
NEW GENCORP AND OMNOVA SOLUTIONS 1999 EQUITY AND PERFORMANCE INCENTIVE PLANS AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE PROPOSALS.      

VOTE REQUIRED                                                                   

 GenCorp believes that under Ohio law, which governs the Distribution, a
vote of shareholders is not required in connection with the Distribution. Ohio  
law and GenCorp's articles of incorporation require the approval by the holders 
of at least a majority of GenCorp's outstanding shares entitled to vote thereon 
for a lease, sale, exchange, transfer, or other disposition of all, or          
substantially all, of the assets of GenCorp. GenCorp believes that the          
Distribution is not a disposition of substantially all of the assets of GenCorp.
Although GenCorp believes that the Distribution does not require shareholder    
approval, GenCorp is seeking to obtain the views of its shareholders because of 
the importance of the Distribution to shareholders. The affirmative vote of at  
least a majority of the GenCorp common stock outstanding on the record date for 
the special meeting is required for approval of the Distribution.               

 The other proposals to be acted on at the meeting require the following
votes:                                                                          

- Approval of the adoption of the Omnova Solutions 1999 Equity and    
    Performance Incentive Plan and New GenCorp 1999 Equity and Performance
   Incentive Plan will each require the affirmative vote of holders of a
   majority of the outstanding shares of GenCorp common stock present in
person or by proxy at the special meeting.                        

- Approval of the adoption of the amendment to GenCorp's code of      
       regulations relating to removal of directors will require the affirmative
      vote of holders of 80% of the outstanding shares of GenCorp common stock
on the record date.                                               

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- Approval of the adoption of the amendments to GenCorp's articles of 
incorporation will each require the affirmative vote of holders of
     66 2/3% of the outstanding shares of GenCorp common stock on the record
date.                                                             

    - Approval of the adoption of amendments to GenCorp's code of regulations,
  other than the amendment relating to removal of directors, will each
require the affirmative vote of the holders of a majority of the  
outstanding shares of GenCorp common stock on the record date.    

    Each share of GenCorp common stock outstanding at the close of business on
the record date is entitled to one vote on each matter presented at the special 
meeting. As of the record date there were 41,817,650 shares of GenCorp common   
stock outstanding and entitled to vote at the special meeting. The              
representation in person or by proxy of at least a majority of the outstanding  
shares entitled to vote is necessary to provide a quorum at the meeting.        
Abstentions and "non-votes," if voted on at least one but not all proposals, are
counted as present in determining whether the quorum requirement is satisfied.  
However, broker non-votes will not be deemed to be present and entitled to vote 
for purposes of the votes on the equity and performance incentive plans. A "non-
vote" occurs when a broker or other nominee holding shares for a beneficial     
owner votes on one proposal, but does not vote on another proposal. Abstentions 
will be treated as though they were votes against each of the proposals.        
"Non-votes" will be treated as though they were votes against the Distribution  
and the amendments to GenCorp's articles of incorporation and code of           
regulations but will have no effect on the votes on the Omnova Solutions 1999   
Equity and Performance Incentive Plan or on the New GenCorp 1999 Equity and     
Performance Incentive Plan.                                                     

     GenCorp's Board has designated E.R. Dye, Secretary, M.E. Hicks, Senior Vice
President and Chief Financial Officer, and W.R. Phillips, Senior Vice President,
Law; General Counsel, as proxies for appointment by shareholders to represent   
and vote their shares. See "-- Proxies."                                        

EMPLOYEE BENEFIT HOLDINGS                                                       

   Each participant in the employee benefit plans of GenCorp who has GenCorp
common stock allocated to his or her accounts in any of the GenCorp Retirement  
Savings Plan, Profit Sharing Retirement and Savings Plan for Salaried Employees 
of GenCorp Inc. and Certain Subsidiary Companies or GenCorp Canada Savings Plan 
and each participant in the GenCorp Stock Incentive Compensation Plan is        
entitled to instruct the trustee of the respective plan as to the voting of any 
full or partial shares of GenCorp common stock allocated to his or her accounts 
as of the special meeting record date. Each plan participant will receive a copy
of this proxy statement and a confidential voting instructions form to instruct 
the trustee how to vote the shares of GenCorp common stock allocated to his or  
her account as of the special meeting record date. If GenCorp's proxy solicitor,
Georgeson & Company, the trustee's agent for this purpose, receives those       
instructions by the close of business on August 12, 1999, the trustee will vote 
the shares as instructed by the participant. Dissenters' rights, if applicable, 
may be exercised only by the trustee of the plan. Shares held in the trust funds
for which confidential voting instructions are not received will be voted by the
trustees in accordance with the instructions of the Benefits Management         
Committee for the plans. The Benefits Management Committee has determined that  
it will vote those shares in favor of each of the proposals to be considered at 
the special meeting. The Benefits Management Committee is comprised of four     
executive officers of GenCorp.                                                  

DIVIDEND REINVESTMENT PLAN                                                      

  Proxy cards cover both shares held of record by a shareholder and shares
credited to that shareholder's account under the GenCorp dividend reinvestment  
plan. Therefore, shares credited to a shareholder's account under the dividend  
reinvestment plan will be voted in the manner indicated in the shareholder's    
proxy card. See "-- Proxies."                                                   

PROXIES                                                                         

     All shares of GenCorp common stock represented by properly executed proxies
will, unless the proxies have previously been revoked, be voted at the special  
meeting in accordance with the directions on the proxies. If no direction is    
indicated on a properly executed proxy, the shares will be voted in favor of    
each of the proposals. If any other matters are properly presented at the       
special meeting for action, which is not anticipated, the proxy                 

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holders will vote the proxies which confer authority to such holders to vote on 
such matters in accordance with their best judgment. A GenCorp shareholder      
returning a proxy may revoke it at any time before it is voted by communicating 
the revocation in writing to the Secretary of GenCorp or by executing and       
delivering a later-dated proxy. In addition, any person who has executed a proxy
and is present at the special meeting may vote in person instead of by proxy,   
thereby canceling any proxy previously given, whether or not written revocation 
of the proxy has been given. Any written notice revoking a proxy should be sent 
to GenCorp Inc., 175 Ghent Road, Fairlawn, Ohio 44333-3300, Attention:          
Secretary.                                                                      

    If a quorum is not present at the time the special meeting is convened, or
if GenCorp believes that additional time should be allowed for the solicitation 
of proxies or for any other reason, GenCorp may adjourn the special meeting from
time to time upon a vote of the shareholders present in person or by proxy at   
the special meeting. If GenCorp proposes any adjournment of the special meeting 
by a vote of the shareholders, the persons named in the enclosed form of proxy  
will vote all shares of GenCorp common stock for which they have voting         
authority in favor of the adjournment.                                          

COSTS OF SOLICITATION                                                           

GenCorp will bear the costs of this solicitation. In addition to      
solicitation by mail, GenCorp will request banks, brokers and other custodians, 
nominees and fiduciaries to supply proxy material to the beneficial owners of   
GenCorp common stock of whom they have knowledge, and will reimburse them for   
their expenses in so doing. In addition, some directors, officers and other     
employees of GenCorp, not specially employed for the purpose, may solicit       
proxies, without additional remuneration therefor, by personal interview, mail, 
telephone or telefax. In addition, GenCorp has retained Georgeson & Company Inc.
to assist in the solicitation and tabulation for a fee of $18,000, plus         
reimbursement for its reasonable out-of-pocket expenses and for payments made to
brokers and other nominees for their expenses in forwarding soliciting material.
Georgeson & Company Inc. will distribute proxy materials to beneficial owners   
and solicit proxies by personal interview, mail, telephone and telefax, and will
request banks, brokers and other custodians, nominees and fiduciaries to forward
soliciting material to the beneficial owners of GenCorp common stock held by    
those persons on the special meeting record date.                               

DISSENTERS' RIGHTS                                                              

If, under Ohio law, the Distribution constitutes a disposition of     
substantially all of GenCorp's assets, holders of GenCorp common stock on the   
special meeting record date who fulfill the requirements of Ohio Revised Code   
("O.R.C.") Section 1701.85 will be entitled to dissent from the Distribution    
proposal and receive, instead of Omnova Solutions common stock in the           
Distribution, payment for the "fair cash value" of their GenCorp common stock on
the terms and conditions described below.                                       

     As discussed above, GenCorp does not believe that the Distribution would be
a disposition of substantially all of GenCorp's assets under Ohio law and does  
not believe that dissenters' rights will arise by reason of the Distribution.   
Therefore, GenCorp reserves the right at any time to litigate in any appropriate
forum the questions whether a shareholder vote is in fact required with respect 
to the Distribution and whether dissenters' rights must in fact be granted if   
the Distribution receives shareholder approval and the Distribution occurs. As  
to dissenters' rights, GenCorp also reserves the right to contest their         
applicability to the Distribution in any proceeding brought by shareholders of  
GenCorp under Section 1701.85 of the O.R.C. If the holders of more than 1% of   
GenCorp common stock outstanding on the record date for the special meeting     
purport to exercise dissenters' rights the Distribution will not occur.         

    If, contrary to GenCorp's belief, dissenters' rights arise with respect to
the Distribution, holders of GenCorp common stock who so desire will be entitled
to relief as dissenting shareholders under O.R.C. Section 1701.76. HOWEVER,     
SHAREHOLDERS WILL BE ENTITLED TO RELIEF AS DISSENTING SHAREHOLDERS ONLY UPON    
STRICT COMPLIANCE WITH O.R.C. SECTION 1701.85. The following summary does not   
purport to be a complete statement of the method of compliance with O.R.C.      
Section 1701.85 and is qualified in its entirety by reference to that section.  
The full text of Section 1701.85 is attached to this proxy statement as Annex A.
A holder of GenCorp common stock who is considering the possibility of          
dissenting is urged to read O.R.C. Section 1701.85 in full and to consult       
counsel.                                                                        

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    A shareholder who wishes to perfect his rights as a dissenting shareholder
(if, in fact, those rights are available) MUST, if the Distribution is approved:

        (a) have been a record holder of GenCorp common stock as to which he
seeks relief on the record date for the special meeting;              

        (b) NOT have voted such GenCorp common stock IN FAVOR OF approval of
the Distribution Proposal; and                                        

    (c) DELIVER to GenCorp, not later than 10 days after the special
    meeting, a written demand for payment of the fair cash value of the shares
     as to which he seeks relief. This written demand must state the name of the
     shareholder, his address, the number of shares as to which he seeks relief,
and the amount claimed as the "fair cash value" thereof.              

A vote against the Distribution will not satisfy the requirements of a
written demand for payment as described in clause (c) of the immediately        
preceding paragraph. Any written demand for payment must be DELIVERED to GenCorp
Inc., 175 Ghent Road, Fairlawn, Ohio 44333-3300, Attention: Secretary. Because  
the written demand must be delivered within the 10-day period immediately       
following the special meeting, a shareholder should use a means of delivery,    
including hand delivery, that will assure timely delivery, and should consider  
use of a means of delivery that would provide a receipt establishing the        
timeliness of that delivery.                                                    

     If GenCorp sends to the dissenting shareholder, at the address specified in
his demand, a request for the certificate(s) representing the shares as to which
he seeks relief, the dissenting shareholder must DELIVER the certificate(s) to  
GenCorp for endorsement as to the fact of his demand. Failure to meet this      
requirement may, at the option of the GenCorp Board, terminate any dissenters'  
rights unless a court for good cause shown otherwise directs.                   

    Unless the dissenting shareholder and GenCorp agree on the fair cash value
per share of GenCorp common stock as to which relief is sought, either may,     
within three months after the delivery of the written demand by the shareholder,
file a petition in the Court of Common Pleas of Summit County, Ohio. If the     
court finds that the shareholder is entitled to be paid the fair cash value of  
any shares, the court may appoint one or more appraisers to receive evidence and
to recommend a decision on the amount of the fair cash value.                   

Fair cash value will be determined as of the day prior to the special 
meeting, will be the amount a willing seller and willing buyer would accept or  
pay with neither being under compulsion to sell or buy, will not exceed the     
amount specified in the shareholder's written demand, and will exclude any      
appreciation or depreciation in market value resulting from the Distribution.   
Unless GenCorp and the dissenting shareholder shall otherwise agree in writing, 
or except in the case of any of the eventualities summarized in bullet points   
below, a court will determine the fair cash value of a share of GenCorp common  
stock and render judgment against GenCorp for its payment with interest at the  
rate and from the date as the court considers equitable. The court will assess  
or apportion the costs of the proceedings as it considers equitable.            

The rights, if any, of a dissenting shareholder will terminate if:    

  - he or she has not strictly complied with O.R.C. Section 1701.85 unless
the GenCorp Board waives the failure;                             

  - GenCorp abandons or is enjoined or prevented from carrying out, or the
holders of GenCorp common stock rescind their adoption of, the    
Distribution;                                                     

    - the dissenting shareholder withdraws his or her written demand, with the
consent of the GenCorp Board;                                     

  - GenCorp and the dissenting shareholder do not agree upon the fair cash
       value per share of GenCorp common stock but neither timely files or joins
   in a petition in an appropriate court for a determination of the fair
cash value of the shares; or                                      

    - a court finally determines that no dissenters' rights arise by reason of
 the Distribution and all rights of appeal expire or are irrevocably
waived.                                                           

If the rights, if any, of a dissenting shareholder terminate, the shareholder   
shall receive his or her shares of GenCorp common stock (if previously delivered
to GenCorp), the shares of Omnova Solutions common stock to                     

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which he or she is entitled in the Distribution and any other distributions on  
the GenCorp common stock and Omnova Solutions common stock payable in respect of
the period in which the shareholder was asserting his or her dissenter's rights.

 BECAUSE A PROXY WHICH DOES NOT CONTAIN VOTING INSTRUCTIONS WILL, UNLESS
REVOKED, BE VOTED FOR APPROVAL OF THE DISTRIBUTION, A GENCORP SHAREHOLDER WHO   
WISHES TO EXERCISE HIS OR HER DISSENTERS' RIGHTS (IF, CONTRARY TO GENCORP'S     
BELIEF, DISSENTERS' RIGHTS ARE AVAILABLE UNDER OHIO LAW) MUST EITHER NOT SIGN   
AND RETURN HIS OR HER PROXY OR, IF HE OR SHE SIGNS AND RETURNS HIS OR HER PROXY,
VOTE AGAINST OR ABSTAIN FROM VOTING ON THE APPROVAL OF THE DISTRIBUTION.        

THE ABOVE SUMMARY DOES NOT REPRESENT AN ACKNOWLEDGMENT BY GENCORP (AND
GENCORP EXPLICITLY DENIES) THAT THE RIGHTS OF DISSENT AND PAYMENT ARE AVAILABLE 
TO HOLDERS OF GENCORP COMMON STOCK.                                             

THE DISTRIBUTION

BACKGROUND AND REASONS FOR THE DISTRIBUTION                                     

If the GenCorp shareholders approve the Distribution, and the other   
conditions to the Distribution are satisfied or waived, GenCorp anticipates that
the GenCorp Board will authorize the various components of the Distribution and 
declare a special dividend payable in Omnova Solutions common stock and set a   
record date for that dividend. The Distribution would involve:                  

   - a transfer to GenCorp by Aerojet, a wholly owned subsidiary of GenCorp,
     of 100% of the equity interests of Fine Chemicals, either as a dividend
or in exchange for other property;                                

- the contribution by GenCorp to its wholly owned subsidiary, Omnova  
Solutions, of the Performance Chemicals and Decorative & Building 
Products businesses of GenCorp and some other corporate assets, in
exchange for shares of Omnova Solutions common stock and Omnova   
  Solutions' assumption of liabilities related to those businesses and
assets; and                                                       

  - a special dividend to the holders of the outstanding shares of GenCorp
common stock of all outstanding shares of capital stock of Omnova 
   Solutions on a pro rata basis and on the basis of one share of common
  stock of Omnova Solutions for each share of common stock of GenCorp.

   Prior to the special dividend, Omnova Solutions will borrow approximately
$188 million under its new credit facility and will distribute that amount to   
GenCorp in the form of a dividend. GenCorp will use the dividend amount to repay
debt. The actual amount to be borrowed by Omnova Solutions and distributed to   
GenCorp will be determined at the time of the Distribution.                     

After the Distribution:                                               

- New GenCorp will continue to own and operate GenCorp's Aerojet, Fine
Chemicals and Vehicle Sealing businesses; and                     

     - Omnova Solutions will own and operate GenCorp's Performance Chemicals and
Decorative & Building Products businesses.                        

  GenCorp's Board of Directors believes that the Distribution will serve a
number of purposes, including:                                                  

     - increasing the ability of both companies to improve the corporate fit and
focus of their respective businesses;                             

- facilitating acquisitions by both companies by improving the        
       attractiveness of their respective capital stock as acquisition currency;

  - allowing both companies to effectively motivate and enhance management
      performance by providing equity compensation and incentives more closely
tied to the businesses in which the employees work; and           

    - generating aggregate cost savings for the two companies when compared to
GenCorp's costs.                                                  

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CORPORATE FIT AND FOCUS                                                     

  GenCorp believes that the Distribution will allow the management of both
companies to devote more attention and focus on the respective businesses.      
Aerojet, Fine Chemicals and Vehicle Sealing have relatively few very large      
customers and require highly sophisticated technology. The aerospace and defense
and fine chemicals businesses are also highly regulated and tend to have long   
research and development cycles prior to product commercialization. In contrast,
Performance Chemicals and Decorative & Building Products have a large number of 
customers and shorter product development cycles. In addition, these businesses 
are not subject to extensive regulation. The differences between the businesses 
require different management techniques and investment strategies. The          
Distribution will permit management of each company to specialize in their      
respective businesses, including employee incentives, capital expenditures and  
applicable regulation.                                                          

STOCK AS ACQUISITION CURRENCY                                               

  The Distribution will permit each of New GenCorp and Omnova Solutions to
use its stock as a more attractive currency in acquisitions. Management of      
GenCorp believes that shareholders in target companies often wish to own stock  
in a corporation focused on the industry in which the target company is engaged.
In its current conglomerate form, GenCorp shares may not be as attractive to    
shareholders in target companies as would be the shares of either New GenCorp or
Omnova Solutions. Therefore, GenCorp management believes that, after the        
Distribution, New GenCorp and Omnova Solutions should have more flexibility to  
pursue acquisitions using stock as currency than GenCorp would have in the      
absence of the Distribution. See "Risk Factors."                                

EQUITY COMPENSATION TO EMPLOYEES                                            

 GenCorp believes that the Distribution will enhance the ability of each
company to attract, retain and incentivize employees by utilizing stock-based   
incentive compensation programs relating more directly to the business in which 
they are employed.                                                              

COST SAVINGS                                                                

    GenCorp believes that the Distribution will generate overall cost savings.
Savings will occur primarily through the elimination or reduction of corporate  
functions and the resulting reduction in administrative staff and related costs.
GenCorp's diversified conglomerate nature requires corporate staff to coordinate
and integrate the diverse businesses and to provide strategic planning and      
direction. Some of these functions are duplicative of functions performed at the
various operating businesses. GenCorp believes that much of the duplicative     
activities could be eliminated after the Distribution. Cost decreases are       
expected to result from elimination or downsizing of a number of corporate      
functions, including (1) flight operations, (2) programs focused on operations  
and quality, (3) the GenCorp Institute, a company-wide training and development 
function, and (4) some finance and human resource functions. These decreases are
expected to be offset somewhat by an increase in some costs, such as insurance, 
audit and financing costs resulting from the independent nature of New GenCorp  
and Omnova Solutions.                                                           

  The GenCorp Board has retained discretion, even if all conditions to the
Distribution are satisfied, to abandon, defer or modify the Distribution.       

MANNER OF EFFECTING THE DISTRIBUTION                                            

 If the holders of GenCorp common stock approve the Distribution and all
other conditions to the Distribution are satisfied or waived by the GenCorp     
Board, GenCorp anticipates that, following the special meeting, the GenCorp     
Board will authorize the transfer of assets to Omnova Solutions described below,
declare the special dividend contemplated by the Distribution and establish the 
record date and dividend date for the special dividend. The record date for the 
special dividend is presently expected to be on or about September 20, 1999. The
special dividend date is presently expected to be on or about September 30,     
1999. Prior to the special dividend date, GenCorp will transfer to Omnova       
Solutions the assets associated with the Performance Chemicals and Decorative & 
Building Products businesses, and some other corporate assets. These assets will
include (1) the GenCorp Technology Center, (2) the corporate flight operations, 
(3) the corporate headquarters building in                                      

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Fairlawn, Ohio and (4) the tangible and intangible assets owned and leased for  
the Performance Chemicals and Decorative & Building Products businesses. Omnova 
Solutions intends to dispose of the corporate flight operations within a        
reasonable period after the Distribution. In exchange for the assets            
transferred, Omnova Solutions will issue to GenCorp a number of shares of Omnova
Solutions common stock equal to the number of shares of GenCorp common stock    
outstanding on the record date for the special dividend and assume liabilities  
of GenCorp relating to the businesses and assets transferred.                   

   Prior to the special dividend, Omnova Solutions will borrow approximately
$188 million under its new credit facility and will distribute that amount to   
GenCorp in the form of a dividend. GenCorp will use the dividend amount to repay
debt. The actual amount to be borrowed by Omnova Solutions and distributed to   
GenCorp will be determined at the time of the Distribution.                     

On the special dividend date, all of the outstanding shares of Omnova 
Solutions common stock will be delivered by the Company to The Bank of New York,
as the Distribution agent. As soon as practicable thereafter, certificates      
representing shares of Omnova Solutions common stock will be mailed by the      
Distribution agent to holders of record of GenCorp common stock as of the record
date for the special dividend on the basis of one share of Omnova Solutions     
common stock for each share of GenCorp common stock held on that date. All      
shares of Omnova Solutions common stock distributed in the special dividend will
be fully paid and nonassessable.                                                

     No holder of GenCorp common stock will be required to pay any cash or other
consideration for the shares of Omnova Solutions common stock received in the   
Distribution or to surrender or exchange shares of GenCorp common stock in order
to receive Omnova Solutions common stock. SHAREHOLDERS SHOULD NOT SEND IN THEIR 
STOCK CERTIFICATES WITH THEIR PROXY CARDS.                                      

 Omnova Solutions will have a dividend reinvestment plan very similar to
GenCorp's plan. Shares of Omnova Solutions distributed in the Distribution with 
respect to shares held in the GenCorp dividend reinvestment plan will be        
credited to shareholders' accounts in the Omnova Solutions dividend reinvestment
plan unless those shareholders instruct otherwise.                              

FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION                             

     The Distribution will not occur unless, on or before the Distribution date,
GenCorp has received a letter ruling from the IRS to the effect that, for       
Federal income tax purposes, the Distribution will qualify as a spin-off under  
Section 355 of the Internal Revenue Code tax-free to the holders of GenCorp     
common stock and to GenCorp. If the Distribution so qualifies, the principal    
Federal income tax consequences will be as follows:                             

   1. No income, gain or loss will be recognized by the holders of
GenCorp common stock as a result of their receipt of Omnova Solutions 
common stock in the Distribution.                                     

  2. The basis of a holder of GenCorp common stock in the Omnova
Solutions common stock received on the date of the special dividend   
    contemplated by the Distribution in respect of GenCorp common stock and in
    the New GenCorp common stock will be determined by allocating the holder's
basis in GenCorp common stock immediately before the special dividend 
    between the New GenCorp common stock and the Omnova Solutions common stock
received.                                                             

          3. The holding period of the Omnova Solutions common stock received in
  the Distribution will include the holding period of GenCorp common stock
with respect to which the Omnova Solutions common stock will be       
  distributed, provided GenCorp common stock is held as a capital asset on
the date of the special dividend contemplated by the Distribution.    

      4. No income, gain or loss will be recognized by GenCorp solely on
account of the Distribution.                                          

   A letter ruling by the IRS will be based upon and subject to assumptions,
facts, representations and advice provided and to be provided by GenCorp, Omnova
Solutions, and GenCorp's financial advisors. GenCorp is not aware of any facts  
or circumstances which should make any necessary assumptions, facts,            
representations and advice unobtainable or untrue. However, certain future      
events not within the control of New GenCorp and Omnova Solutions, including,   
for example, certain dispositions of New GenCorp common stock or Omnova         
Solutions common stock after the Distribution, could cause the Distribution not 
to qualify as tax-free.                                                         

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If the Distribution were not to qualify for tax-free treatment under  
Section 355 of the Internal Revenue Code, each holder of GenCorp common stock   
who receives Omnova Solutions common stock would be treated as receiving a      
distribution, generally taxable as a dividend, in an amount equal to the fair   
market value of their Omnova Solutions common stock received on the date of the 
special dividend contemplated by the Distribution. Furthermore, the tax basis of
Omnova Solutions common stock received in the Distribution would equal its fair 
market value on the date of the special dividend contemplated by the            
Distribution, the holding period of the stock would begin with and include the  
day after the date of the special dividend and GenCorp would recognize taxable  
gain on the Distribution.                                                       

 Both New GenCorp and Omnova Solutions will agree not to take any action
that would cause the Distribution to be taxable to GenCorp or its shareholders. 
New GenCorp and Omnova Solutions will agree to indemnify each other for any     
adverse consequences incurred as a result of their breach of that obligation to 
the other.                                                                      

THE FOREGOING SUMMARY OF THE ANTICIPATED PRINCIPAL FEDERAL INCOME TAX 
CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW IS FOR GENERAL INFORMATION   
ONLY AND DOES NOT PURPORT TO COVER ALL FEDERAL INCOME TAX CONSEQUENCES,         
INCLUDING THOSE THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS, OR ANY 
TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS. THE  
SUMMARY DOES NOT COVER ANY STATE, LOCAL OR FOREIGN INCOME TAX OR OTHER TAX      
CONSEQUENCES. GENCORP HAS NOT REQUESTED ANY RULINGS OR OPINIONS WITH RESPECT TO 
THE TAX CONSEQUENCES OF THE DISTRIBUTION UNDER THE LAWS OF ANY STATE, LOCAL OR  
FOREIGN GOVERNMENT. EACH HOLDER (INCLUDING EACH CORPORATE HOLDER) OF GENCORP    
COMMON STOCK SHOULD CONSULT HIS, HER OR ITS TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF THE DISTRIBUTION, INCLUDING APPLICATION OF FEDERAL, STATE, LOCAL
AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY   
AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.                                    

FINANCIAL VIABILITY OPINION                                                     

    GenCorp has engaged Credit Suisse First Boston Corporation ("Credit Suisse
First Boston") as financial advisor in connection with the Distribution.        

   Credit Suisse First Boston has delivered to the GenCorp Board its written
opinion, dated July 2, 1999, to the effect that the Distribution will not have a
material adverse effect on the financial viability of New GenCorp (which term   
shall be deemed to refer to GenCorp as constituted immediately following the    
Distribution) or Omnova Solutions, as the case may be, during the period        
immediately following the Distribution through the end of fiscal year 2000.     

The term "financial viability" for purposes of this opinion, means and
refers exclusively to the ability of New GenCorp or Omnova Solutions to finance 
their respective currently anticipated operating and capital requirements as    
separate, stand alone entities (as projected in the financial forecasts provided
to Credit Suisse First Boston by the management of GenCorp and Omnova Solutions)
following the Distribution.                                                     

 Credit Suisse First Boston's opinion is based upon, among other things,
Credit Suisse First Boston's review of (1) certain publicly available business  
and financial information relating to GenCorp, New GenCorp and Omnova Solutions 
and financial information contained in the proxy statement in the form provided 
to it which it deemed relevant to its review, (2) financial forecasts provided  
to Credit Suisse First Boston, and other information provided by GenCorp, New   
GenCorp and Omnova Solutions prior to the date of the opinion, (3) discussions  
with GenCorp, New GenCorp and Omnova Solutions management regarding the business
and prospects of New GenCorp and Omnova Solutions, (4) comparisons of financial 
and stock market data of GenCorp, and financial data of New GenCorp and Omnova  
Solutions with similar data for other publicly held companies in similar        
businesses, (5) the financial terms of other transactions similar to the        
Distribution that have recently been effected, (6) prevailing market conditions,
and (7) other information, financial studies, analyses and investigations and   
financial, economic and market criteria that Credit Suisse First Boston has     
deemed relevant.                                                                

   In its opinion, Credit Suisse First Boston states that it has not assumed
any responsibility for independent verification of any of the foregoing         
information (including the information contained in the proxy statement in the  
form provided to it) and has relied on its being complete and accurate in all   
material respects. The opinion further                                          

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states that, with respect to the financial forecasts reviewed by Credit Suisse  
First Boston, Credit Suisse First Boston assumed that such financial forecasts  
have been reasonably prepared on bases reflecting the best currently available  
estimates and judgments of managements of GenCorp, New GenCorp and Omnova       
Solutions as to the future financial performance of New GenCorp and Omnova      
Solutions. Credit Suisse First Boston has assumed no responsibility for, and has
expressed no view as to, such financial forecasts or the assumptions on which   
they were based. Credit Suisse First Boston's opinion further states that Credit
Suisse First Boston made no independent evaluation of and assumes no            
responsibility for estimates and judgments of management of GenCorp and its     
counsel with respect to the size and scope of certain environmental liabilities.
Credit Suisse First Boston has assumed that any increases in the reserve in the 
period covered by their opinion will be offset by recoveries from other sources,
such that such increases will not have a material adverse effect on the         
forecasts.                                                                      

The Credit Suisse First Boston opinion states that Credit Suisse First
Boston has assumed that (1) no income, gain or loss will be recognized to       
GenCorp, New GenCorp or Omnova Solutions for U.S. federal or state income tax   
purposes as a result of the Distribution and (2) the receipt of Omnova Solutions
stock in the Distribution will be tax-free for U.S. federal and state income tax
purposes to the stockholders of GenCorp.                                        

  In arriving at its financial opinion, Credit Suisse First Boston did not
attribute any particular weight to any analysis or factor considered in reaching
its conclusions, but rather made qualitative judgments as to the significance   
and relevance of each analysis and factor.                                      

   The Credit Suisse First Boston opinion is subject to the limitations that
Credit Suisse First Boston neither made any independent evaluation or appraisal 
of the assets or liabilities (contingent or otherwise) of GenCorp or Omnova     
Solutions nor has Credit Suisse First Boston been furnished with any such       
appraisal and that each such opinion is based on financial, economic, monetary  
and market conditions as they exist and can be evaluated on the date of such    
opinion. Credit Suisse First Boston's opinion does not represent an opinion as  
to what the market value of the securities of Omnova Solutions or New GenCorp   
actually will be following the consummation of the Distribution.                

     The full text of Credit Suisse First Boston's opinion, which sets forth the
assumptions made, matters considered and limits on the review undertaken, is    
attached to this proxy statement as Annex B. The summary of the opinion of      
Credit Suisse First Boston set forth in this proxy statement is qualified in its
entirety by reference to the full text of such opinion.                         

Credit Suisse First Boston will receive customary fees, including     
reimbursement of expenses, for its services as financial advisor related to the 
Distribution, a portion of which is contingent upon the consummation of the     
Distribution. GenCorp also has agreed to indemnify Credit Suisse First Boston   
against certain liabilities and expenses in connection with its services as     
financial advisor.                                                              

  Credit Suisse First Boston and its affiliates have acted, and may in the
future act, as an underwriter for, and have participated as members of          
underwriting syndicates with respect to, offerings of GenCorp securities, and   
Credit Suisse First Boston has effected securities transactions for GenCorp and 
performed financial advisory services in connection with certain acquisitions   
and dispositions by GenCorp. Credit Suisse First Boston has received fees from  
GenCorp in the past for these services. Credit Suisse First Boston may in the   
future serve as an underwriter of securities for or financial advisor to        
GenCorp, New GenCorp and Omnova Solutions.                                      

LISTING AND TRADING OF OMNOVA SOLUTIONS COMMON STOCK                            

     Omnova Solutions intends to apply to the NYSE for the listing of the Omnova
Solutions common stock. Omnova Solutions initially will have approximately      
12,163 stockholders of record based upon the number of shareholders of record of
GenCorp as of May 31, 1999. It is presently anticipated that Omnova Solutions   
common stock will be approved for listing on the NYSE prior to the Distribution 
date, and trading may commence on a "when-issued" basis prior to the            
Distribution. It is also possible that New GenCorp common stock would be traded 
on a "when-distributed" basis prior to the Distribution. On the trading day     
following the date that certificates for Omnova Solutions common stock are      
mailed by the Distribution agent, "when-issued" or "when-distributed" trading,  
as applicable, in respect of each of the Omnova Solutions common stock and New  
GenCorp common stock would end and "regular-way" trading would begin. The NYSE  
will not approve any trading of the Omnova Solutions common stock until the     
Securities and Exchange Commission (the "Commission") has declared effective the
Registration Statement of Omnova Solutions on Form 10. Omnova Solutions         

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will file with the Commission a Registration Statement on Form 10 prior to the  
special meeting and request effectiveness of that Registration Statement prior  
to the Distribution date.                                                       

    There is now no public market for Omnova Solutions common stock. Prices at
which Omnova Solutions common stock may trade prior to the Distribution on a    
"when-issued" basis or after the Distribution cannot be predicted. Until the    
Omnova Solutions common stock is fully distributed and an orderly market        
develops, the prices at which trading in Omnova Solutions common stock occurs   
may fluctuate significantly. The price at which Omnova Solutions common stock   
trades after the Distribution will be determined by the marketplace and may be  
influenced by many factors, including, among others, the depth and liquidity of 
the market for Omnova Solutions common stock, investor perception of Omnova     
Solutions and the industries in which it participates, Omnova Solutions'        
operating results, Omnova Solutions' dividend policy and general economic and   
market conditions. Market prices may also be affected by provisions of Omnova   
Solutions' articles of incorporation and code of regulations as each will be in 
effect following the Distribution, which may have an antitakeover effect. See   
"Description of Omnova Solutions Capital Stock -- Certain Change in Control     
Effects of Certain Provisions of the Articles of Incorporation and Code of      
Regulations of Omnova Solutions".                                               

    The Omnova Solutions common stock distributed to holders of GenCorp common
stock in the Distribution will be freely transferable, except for shares        
received by persons who may be deemed to be "affiliates" of Omnova Solutions    
under the Securities Act of 1933. Persons who may be deemed to be affiliates of 
Omnova Solutions after the Distribution generally include individuals or        
entities that control, are controlled by, or are under common control with      
Omnova Solutions and include directors and executive officers of Omnova         
Solutions. Persons who are affiliates of Omnova Solutions will be permitted to  
sell their shares of Omnova Solutions common stock only pursuant to an effective
registration statement under the Securities Act or an exemption from the        
registration requirements of the Securities Act, such as the exemption afforded 
by Section 4(2) of the Securities Act or by Rule 144.                           

   The Bank of New York will act as the transfer agent and registrar for the
Omnova Solutions common stock after the Distribution is completed.              

LISTING AND TRADING OF NEW GENCORP COMMON STOCK                                 

GenCorp common stock is currently traded on the NYSE and Chicago Stock
Exchange. Following the Distribution, Omnova Solutions' financial results will  
no longer be consolidated with those of New GenCorp. New GenCorp's revenues,    
earnings and dividends after the Distribution will be below those of GenCorp    
prior to the Distribution. Accordingly, as a result of the Distribution, the    
trading price range of the New GenCorp common stock after the Distribution is   
expected to be lower than the trading price range of GenCorp common stock prior 
to the Distribution. The combined trading prices of the New GenCorp common stock
and the Omnova Solutions common stock held by shareholders after the            
Distribution may be less than, equal to or greater than the trading price of    
GenCorp common stock prior to the Distribution. The prices at which New GenCorp 
common stock trades after the Distribution will be determined by the marketplace
and may be influenced by the depth and liquidity of the market for New GenCorp  
common stock, investor perception of New GenCorp and the industries in which it 
participates, New GenCorp's operating results, New GenCorp's dividend policy and
general economic and market conditions.                                         

CONDITIONS; TERMINATION                                                         

The Distribution is conditioned on:                                   

     - receipt of a ruling from the IRS to the effect that the Distribution will
     constitute a tax-free distribution for U.S. Federal income tax purposes
for both holders of GenCorp common stock and GenCorp;             

 - approval of the Distribution by holders of at least a majority of the
outstanding GenCorp common stock as of the record date;           

- the effectiveness of the Registration Statement on Form 10 under the
      Securities Exchange Act of 1934 to be filed by Omnova Solutions with the
Securities and Exchange Commission;                               

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    - if, contrary to GenCorp's belief, dissenters' rights are available under
  Ohio law, holders of no more than 1% of GenCorp's outstanding common
stock exercise dissenters' rights; and                            

   - there not being in effect any statute, rule, regulation or order of any
    court, governmental or regulatory body that prohibits or makes illegal
the transactions contemplated by the Distribution.                

These conditions are not waivable by the GenCorp Board.                         

  Unless waived by the GenCorp Board, the Distribution is also conditioned
upon, among other things:                                                       

- the receipt of all necessary regulatory approvals;                  

- all necessary consents of any third parties having been obtained;   

- the shares of Omnova Solutions common stock to be delivered in the  
   Distribution having been approved for listing on the NYSE, subject to
official notice of issuance; and                                  

- Credit Suisse First Boston having delivered an updated financial    
       viability opinion to the GenCorp Board, dated as of the date on which the
      GenCorp Board of Directors declares the special dividend contemplated by
      the Distribution in substantially the same form as the opinion set forth
in Annex B.                                                       

    The GenCorp Board has retained discretion, even if shareholder approval of
the Distribution is obtained and the other conditions to the Distribution are   
satisfied, to abandon, delay or modify the Distribution or any matter           
contemplated by the Distribution. The terms of the Distribution thus may be     
modified or, except as described above, conditions thereto may be waived by the 
GenCorp Board. However, if the GenCorp Board takes any of these actions, it will
be because the action will be in the best interests of GenCorp and its          
shareholders.                                                                   

REGULATORY APPROVALS                                                            

GenCorp does not believe that any material federal or state regulatory
approvals will be necessary in connection with the Distribution.                

ACCOUNTING TREATMENT                                                            

    Upon declaration by the GenCorp Board of the special dividend contemplated
by the Distribution, GenCorp will present the business of Omnova Solutions as a 
discontinued operation to the extent financial information for periods prior to 
the Distribution is required to be included in GenCorp's historical financial   
statements. After the Distribution, the business of Omnova Solutions will be    
reflected in Omnova Solutions' own separate consolidated financial statements   
and its assets and liabilities will be reflected at historical amounts.         

PRE-CLOSING FINANCING TRANSACTIONS                                              

In connection with the Distribution, it is anticipated that Omnova    
Solutions will enter into a credit agreement with Bank of America, the terms of 
which are currently being negotiated. The credit agreement is expected to       
provide $250 million of available credit on a five-year revolving basis.        
Immediately prior to the Distribution, Omnova Solutions will borrow             
approximately $188 million under the credit agreement. At the same time, Omnova 
Solutions will declare and distribute to GenCorp a special dividend in the      
amount of approximately $188 million. Omnova Solutions expects to use funds     
borrowed under the credit agreement to pay the special dividend to GenCorp.     

    It is also anticipated that New GenCorp will enter into a credit agreement
with Bank of America. The credit agreement is expected to provide $250 million  
of available credit on a five-year revolving basis.                             

RELATIONSHIP BETWEEN NEW GENCORP AND OMNOVA SOLUTIONS AFTER THE DISTRIBUTION

Omnova Solutions is wholly owned by GenCorp, and its results have been
included in GenCorp's consolidated financial results. After the Distribution,   
the results of operations of Omnova Solutions will no longer be consolidated    
with New GenCorp and Omnova Solutions will be an independent public company.    
Furthermore,                                                                    

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except as described below, all contractual relationships existing prior to the  
Distribution between New GenCorp and Omnova Solutions will be terminated except 
for commercial relationships in the ordinary course of business.                

 Prior to the Distribution, GenCorp and Omnova Solutions will enter into
certain agreements, described below, governing their relationship subsequent to 
the Distribution and providing for the allocation of tax and other liabilities  
and obligations arising from periods prior to the Distribution. Each of GenCorp 
and Omnova Solutions believes that the agreements are fair.                     

     Copies of the forms of the material agreements will be included as exhibits
to the Registration Statement on Form 10 to be filed by Omnova Solutions for the
purpose of registering the Omnova Solutions common stock under the Exchange Act.
The following description summarizes the material terms of these agreements.    

DISTRIBUTION AGREEMENT                                                          

GenCorp and Omnova Solutions will enter into a distribution agreement 
providing for, among other things, corporate transactions required to effect the
Distribution and other arrangements between GenCorp and Omnova Solutions with   
respect to or in consequence of the Distribution.                               

   The distribution agreement will provide for, with certain exceptions, (1)
the contribution of assets to Omnova Solutions by GenCorp, and (2) assumptions  
of liabilities and cross-indemnities designed principally to place financial    
responsibility for the liabilities of GenCorp and its subsidiaries other than   
Omnova Solutions with New GenCorp and financial responsibilities for the        
liabilities to be assumed by Omnova Solutions with Omnova Solutions. Each of New
GenCorp and Omnova Solutions will have sole responsibility for claims arising   
out of its respective activities after the Distribution. Further, the           
distribution agreement will provide that New GenCorp and Omnova Solutions will  
not take any action to cause the Distribution to be taxable to GenCorp or its   
shareholders, and that New GenCorp and Omnova Solutions will indemnify each     
other for any adverse consequences incurred as a result of their breach of that 
obligation to the other.                                                        

   The distribution agreement will also provide that each of New GenCorp and
Omnova Solutions will be granted mutual access to certain historical records and
information in the possession of the other, and requires the retention by each  
of New GenCorp and Omnova Solutions for a period of six years following the     
Distribution of all information in its possession, and thereafter requires that 
each party give the other prior notice of its intention to dispose of the       
information.                                                                    

    The distribution agreement will also provide that, except as otherwise set
forth therein or in any other agreement, all costs or expenses incurred on or   
prior to the Distribution date in connection with the Distribution will be      
charged to and paid by the party incurring the costs or expenses. Except as set 
forth in the Distribution Agreement or any related agreement, each party will   
bear its own costs and expenses incurred after the Distribution.                

TAX MATTERS AGREEMENT                                                           

     As part of the Distribution, GenCorp and Omnova Solutions will enter into a
tax matters agreement that will provide, among other things, for the allocation 
of Federal, state, local and foreign tax liabilities for periods prior to and   
including the Distribution date. Through the Distribution date, Omnova Solutions
has been and will be included in GenCorp's consolidated Federal income tax      
returns and, in certain states, GenCorp's state tax returns. In general, the tax
matters agreement will provide that New GenCorp will be liable for taxes related
to GenCorp, New GenCorp and Omnova Solutions for all periods prior to the       
Distribution. In addition, New GenCorp will be entitled to all refunds related  
to GenCorp, New GenCorp and Omnova Solutions for all periods prior to the       
Distribution. Though valid as between New GenCorp and Omnova Solutions, the tax 
matters agreement is not binding on the IRS and does not affect the several     
liability of GenCorp and Omnova Solutions for all federal income taxes of the   
consolidated group required to be shown on the consolidated Federal income tax  
returns.                                                                        

ALTERNATIVE DISPUTE RESOLUTION AGREEMENT                                        

GenCorp and Omnova Solutions will enter into an alternative dispute   
resolution agreement establishing procedures for resolving disputes that may    
arise between them after the Distribution. The alternative dispute              

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resolution agreement will provide for both mediation and arbitration, which     
would be the exclusive methods for resolution of most disputes between the      
parties that arise prior to the Distribution or in connection with the          
Distribution and would reduce the possibility of litigation between them.       

AGREEMENT ON EMPLOYEE MATTERS                                                   

GenCorp and Omnova Solutions will enter into an agreement on employee 
matters providing for the treatment of employee benefit matters and other       
compensation arrangements for former and current employees of Omnova Solutions  
and its subsidiaries.                                                           

   OMNOVA SOLUTIONS SALARIED PENSION PLAN. Prior to the Distribution, Omnova
Solutions will establish its own pension plan for the benefit of its active     
salaried employees and those former salaried employees who terminated employment
from active business locations of Omnova Solutions. The terms of the Omnova     
Solutions salaried pension plan will be substantially identical to the GenCorp  
salaried pension plan. Omnova Solutions employees who participate in the GenCorp
salaried pension plan will be eligible for immediate participation in the Omnova
Solutions salaried pension plan. Omnova Solutions salaried employees also will  
be credited under the Omnova Solutions salaried pension plan, for eligibility   
and vesting purposes, with service credited to them under the GenCorp salaried  
pension plan. Those assets and liabilities of the GenCorp salaried pension plan 
which are attributable to Omnova Solutions plan participants (including a pro   
rata share of surplus plan assets) will be transferred from the GenCorp salaried
pension plan to the Omnova Solutions salaried pension plan in connection with   
the Distribution, following which the Omnova Solutions salaried employees will  
receive benefit service with respect to service credited to them under the      
GenCorp salaried pension plan. These transfers will result in Omnova Solutions  
having estimated prepaid pension cost, based on actuarial estimates, of         
approximately $26 million.                                                      

 OMNOVA SOLUTIONS HOURLY PENSION PLAN. Prior to the Distribution, Omnova
Solutions will establish its own pension plan for the benefit of its active     
hourly employees and those former hourly employees who terminated employment    
from active business locations of Omnova Solutions. The terms of the Omnova     
Solutions hourly pension plan will be substantially identical to the GenCorp    
hourly pension plan. Omnova Solutions employees who participate in the GenCorp  
hourly pension plan will be eligible for immediate participation in the Omnova  
Solutions hourly pension plan. Omnova Solutions employees also will be credited 
under the Omnova Solutions hourly pension plan, for eligibility and vesting     
purposes, with service credited to them under the GenCorp hourly pension plan.  
Those assets and liabilities of the GenCorp hourly pension plan which are       
attributable to the Omnova Solutions hourly plan participants (including a pro  
rata share of surplus plan assets) will be transferred from the GenCorp hourly  
pension plan to the Omnova Solutions hourly pension plan in connection with the 
Distribution, following which the Omnova Solutions hourly employees will receive
benefit service with respect to service credited to them under the GenCorp      
hourly pension plan. These transfers will result in Omnova Solutions having     
estimated prepaid pension cost, based on actuarial estimates, of approximately  
$9 million.                                                                     

     POSTRETIREMENT BENEFITS. GenCorp currently provides certain health care and
life insurance benefits to most retired employees in the United States with     
varied coverage by employee groups. The health care plans generally provide for 
cost sharing in the form of retiree contributions, deductibles and coinsurance  
between GenCorp and its retirees. The unfunded benefit obligation reported in   
GenCorp's financial statements for such postretirement benefits will be         
allocated between New GenCorp and Omnova Solutions as follows: (1) approximately
$303 million for active employees remaining New GenCorp employees and former    
employees who do not become employees of Omnova Solutions will be retained by   
New GenCorp; and (2) approximately $46 million for active employees transferred 
to Omnova Solutions and former employees who terminated employment from active  
business locations of Omnova Solutions will be assumed by Omnova Solutions.     

    JOINT SAVINGS PLAN. As of the Distribution, the GenCorp retirement savings
plan will become a multiple employer plan in which both New GenCorp and Omnova  
Solutions will be unrelated participating employers. On and after the date of   
the special dividend contemplated by the Distribution, employer matching        
contributions on behalf of New GenCorp employees will be made solely by New     
GenCorp and solely to the New GenCorp stock                                     

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fund, and employer matching contributions on behalf of Omnova Solutions         
employees will be made solely by Omnova Solutions and solely to the Omnova      
Solutions stock fund. Not later than the later of October 31, 2001 or two years 
after the Distribution, the accounts of Omnova Solutions employees and former   
Omnova Solutions employees will be transferred to a new separate savings plan to
be established by Omnova Solutions. Thereafter, neither Omnova Solutions nor its
employees will participate in the New GenCorp retirement savings plan.          

     Omnova Solutions common stock held in the accounts of New GenCorp employees
that is attributable to contributions made before the Distribution may be       
retained in the Omnova Solutions stock fund, transferred to the New GenCorp     
stock fund or transferred to any other investment funds in the retirement       
savings plan at the participant's election in accordance with the terms of the  
retirement savings plan. Except as provided in the preceding sentence,          
contributions made to or held under the retirement savings plan on behalf of New
GenCorp employees may not be invested in the Omnova Solutions stock fund. Any   
dividends on Omnova Solutions common stock in accounts of New GenCorp employees 
will be reinvested in the Omnova Solutions stock fund.                          

     New GenCorp common stock held in the accounts of Omnova Solutions employees
that is attributable to contributions made before the Distribution may be       
retained in the New GenCorp stock fund, transferred to the Omnova Solutions     
stock fund or transferred to any other investment fund in the retirement savings
plan at the participant's election in accordance with the term of the retirement
savings plan. Except as provided in the preceding sentence, contributions made  
to or held under the retirement savings plan on behalf of Omnova Solutions      
employees may not be invested in the New GenCorp stock fund. Any dividends after
the Distribution date on New GenCorp common stock in accounts of Omnova         
Solutions employees will be reinvested in the New GenCorp stock fund.           

STOCK INCENTIVE COMPENSATION PLAN. Prior to the Distribution date, the
GenCorp Inc. Stock Incentive Compensation Plan will be terminated, and all      
accounts of participants, whether represented by GenCorp shares held in a trust 
or cash payment obligations will be distributed to participants, subject to the 
normal tax withholding provisions in the plan.                                  

    GENCORP 1993 AND 1997 STOCK OPTION PLANS. Prior to the date of the special
dividend contemplated by the Distribution, exercisable options under the GenCorp
1993 and 1997 Stock Option Plans for (1) active employees, (2) retirees, and (3)
other former employees whose options remain exercisable, will be split into     
options to acquire New GenCorp common stock and Omnova Solutions common stock.  
Except with respect to options held by the chief executive officers of New      
GenCorp and Omnova Solutions, the number of exercisable options in each company 
will each equal the number of exercisable options under the GenCorp Stock Option
Plans. With respect to exercisable options held by the chief executive officers,
(1) Mr. Wolfe's options will be converted into 66 2/3% New GenCorp options and  
33 1/3% Omnova Solutions options, and (2) Mr. Yasinsky's options will be        
converted into 66 2/3% Omnova Solutions options and 33 1/3% New GenCorp options.
The exercise price of each resulting option will bear the same ratio to the     
market price, as of the date of the special dividend contemplated by the        
Distribution, of the respective company's stock, as the exercise price of the   
original GenCorp option bore to the market price of GenCorp shares immediately  
before the Distribution date.                                                   

Unexercisable options under the GenCorp 1997 Stock Option Plan for New
GenCorp employees will be replaced with a number of unexercisable New GenCorp   
options under that plan which will, based upon (1) the market price of GenCorp  
shares immediately after the date of the special dividend contemplated by the   
Distribution and (2) the exercise prices for those options, have an aggregate   
intrinsic value equal to that of the unexercisable GenCorp options immediately  
before the date of the special dividend contemplated by the Distribution.       

   Unexercisable options under the GenCorp 1997 Stock Option Plan for Omnova
Solutions employees will be replaced with a number of unexercisable Omnova      
Solutions options which will, based upon (1) the market price of Omnova         
Solutions shares immediately after the date of the special dividend contemplated
by the Distribution and (2) the exercise price for such options, have an        
aggregate intrinsic value equal to that of the unexercisable GenCorp options    
immediately before the date of the special dividend contemplated by the         
Distribution.                                                                   

    In converting the stock option plans for the Distribution, the exercisable
and unexercisable aggregate intrinsic value of the options immediately after the
conversion will be equal to the aggregate intrinsic value                       
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immediately before the conversion. The ratio of the exercise price per option to
the market value per share will not be reduced and the vesting provisions and   
option period of the Omnova Solutions and New GenCorp options will be the same  
as for the original GenCorp options. Accordingly, no compensation expense will  
be recognized by Omnova Solutions or New GenCorp.                               

 UNFUNDED DEFERRED COMPENSATION. GenCorp has unfunded obligations to pay
deferred compensation and retirement income under its Benefits Restoration Plan,
Deferred Bonus Plan, Non-Employee Directors Retirement and Deferred Compensation
Plans, 1996 Supplemental Retirement Plan for Management Employees, individual   
employment agreements, and other miscellaneous plans related to discontinued    
operations. Subject to legal requirements for employee acquiescence, benefit    
obligations for (1) active employees transferred to Omnova Solutions, (2)       
retired employees who terminated employment from active business locations of   
Omnova Solutions, and (3) GenCorp directors resigning to become members of the  
Omnova Solutions Board, will be assumed by Omnova Solutions. Benefit obligations
for (4) active employees remaining New GenCorp employees, (5) GenCorp directors 
remaining on the New GenCorp Board, (6) other retired employees, and (7) retired
directors, will be retained by New GenCorp.                                     

    Former employees and directors will be able to elect a lump-sum payment of
their deferred compensation, subject to (1) a 10% reduction in order to avoid   
adverse tax consequences, and (2) all applicable tax withholding. Active        
employees and directors may receive lump-sum payments upon termination of       
employment or board service with GenCorp, New GenCorp or Omnova Solutions based 
upon appropriate advance elections or discretionary approval by the appropriate 
company's benefit management committee. Under the agreement on employee matters,
New GenCorp will indemnify the payment of unfunded obligations assumed by Omnova
Solutions as of the date of the special dividend contemplated by the            
Distribution, and Omnova Solutions will indemnify the payment of unfunded       
obligations retained by New GenCorp as of the date of the special dividend      
contemplated by the Distribution.                                               

ANNUAL BONUSES. Bonus amounts under GenCorp's Executive Incentive     
Compensation Plan for the period ending November 30, 1999 will be determined    
based upon (1) actual performance up to the date of the special dividend        
contemplated by the Distribution, and (2) budgeted performance, for the         
remainder of the period, according to GenCorp's annual operating plan. Subject  
to legal requirements for employee acquiescence, bonus obligations will be      
assumed by Omnova Solutions for all Omnova Solutions employees, and paid in     
cash. Bonus obligations will be paid in cash by New GenCorp for all New GenCorp 
employees and for terminated GenCorp employees who are not employed by Omnova   
Solutions.                                                                      

LONG-TERM INCENTIVE COMPENSATION. Performance awards under GenCorp's  
Long-Term Incentive Program for the three-year performance period ending        
November 30, 1999 will be determined based upon (1) actual performance up to the
date of the special dividend contemplated by the Distribution, and (2) budgeted 
performance, for the remainder of the period, according to GenCorp's annual     
operating plan. Pro rata performance awards will be paid under the GenCorp plan 
for the performance periods ending November 30, 2000 and November 30, 2001. Pro 
rata performance awards for each partial performance period will be determined  
based upon (1) actual performance up to the date of the special dividend        
contemplated by the Distribution, and (2) budgeted performance, for the         
remainder of the fiscal year ending November 30, 1999, according to GenCorp's   
annual operating plan. Subject to legal requirements for employee acquiescence, 
performance award obligations will be assumed by Omnova Solutions for all Omnova
Solutions employees and paid in cash. Performance award obligations will be paid
in cash by New GenCorp for all New GenCorp employees and for terminated GenCorp 
employees who are not employed by Omnova Solutions.                             

DIRECTOR COMPENSATION. Subject to legal requirements for director     
acquiescence, benefit obligations for GenCorp directors resigning to become     
members of the Omnova Solutions Board will be assumed by Omnova Solutions.      
Benefit obligations for GenCorp directors remaining on the New GenCorp Board and
retired directors will be retained by New GenCorp.                              

   ENHANCED RETIREMENT AND SEPARATION PAY PLANS. GenCorp adopted a Voluntary
Enhanced Retirement Program (VERP) and Enhanced Involuntary Separation Pay Plan 
(EISP) which are associated with and contingent upon the Distribution. The VERP 
offers enhanced retirement benefits to eligible salaried employees              
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within a number of corporate facilities and divisional headquarters. The        
majority of the related benefits will be paid from the defined benefit pension  
and retiree health care plans of New GenCorp and Omnova Solutions. The maximum  
estimated cost of the VERP could range up to $7.6 million. The maximum estimated
cost of the EISP could range up to $2.1 million. The actual cost of both the    
VERP and the EISP will be reflected in the financial statements of GenCorp prior
to the Distribution. The total number of participants and the timing of their   
departure are not yet known.                                                    

  ADMINISTRATIVE SERVICES. For a transition period not to exceed two years
after the Distribution, the Joint Savings Plan and other benefit programs       
currently applicable to GenCorp active employees and retirees will be           
administered under a transition services arrangement between New GenCorp and    
Omnova Solutions. The purpose of the transition services arrangement will be to 
allow for an orderly transition of administrative responsibility for ongoing    
GenCorp benefit programs to administrative staffs of New GenCorp and Omnova     
Solutions. In accordance with the transition services agreement, Omnova         
Solutions will reimburse New GenCorp, and New GenCorp will reimburse Omnova     
Solutions, for all direct and indirect costs incurred by each to provide these  
services on terms believed by New GenCorp and Omnova Solutions to be            
commercially reasonable.                                                        

   With respect to other employee welfare benefit plans, policies, contracts
and arrangements of GenCorp, such as GenCorp's medical reimbursement and        
vacation, sick leave and jury duty policies, the agreement on employee matters  
will generally provide that Omnova Solutions will adopt, and be solely          
responsible for substantially identical, plans, policies, contracts and         
arrangements, to be effective from and after the date of the special dividend   
contemplated by the Distribution, with respect to individuals who will be       
employees of Omnova Solutions and their beneficiaries after the date of the     
special dividend contemplated by the Distribution. The agreement on employee    
matters also will provide that service with GenCorp prior to the date of the    
special dividend contemplated by the Distribution will be counted for purposes  
of participation, vesting and, following appropriate asset transfers, benefit   
accruals under the plans, policies, contracts and arrangements of Omnova        
Solutions following the date of the special dividend contemplated by the        
Distribution.                                                                   

INTELLECTUAL PROPERTY                                                           

In connection with the Distribution, intellectual property, including 
patents, trademarks, copyrights, trade secrets and inventions used primarily by,
or being developed primarily for, Performance Chemicals and Decorative &        
Building Products will be transferred to Omnova Solutions. In addition, a       
license agreement will be established, subject to the rights of the U.S.        
government, allowing Omnova Solutions to pursue commercialization of fluorinated
oxetane technology and associated oxetane technology originally conceived by    
Aerojet, in Omnova Solutions' areas of interest and allowing New GenCorp to     
pursue the technology in its areas of interest.                                 

TRANSITION SERVICES AGREEMENT                                                   

GenCorp and Omnova Solutions will enter into a transition services    
agreement which will provide for Omnova Solutions to continue to supply to New  
GenCorp, for periods generally not to exceed two years and subject to           
conditions, transitional administrative services for Vehicle Sealing operations,
including accounts receivable collections, payroll, real estate, data           
communications and word processing, and to assist in effecting an orderly       
transition following the Distribution. Omnova Solutions will be entitled to     
reimbursement for all direct and indirect costs of providing these transitional 
services on terms believed by Omnova Solutions and New GenCorp to be            
commercially reasonable. These costs are not expected to be material.           

DIVIDEND POLICIES 
NEW GENCORP                                                                     

GenCorp's quarterly dividend is now $0.15 per share of GenCorp common 
stock. The payment and level of cash dividends by New GenCorp after the         
Distribution will be subject to the discretion of the New GenCorp Board of      
Directors. Future dividend decisions will be based on a number of factors,      
including the future operating results and financial requirements of New GenCorp
on a stand-alone basis, state law requirements and other factors. No dividends  
have been declared. Although there can be no assurance that New GenCorp will pay
any dividends, management of New GenCorp intends to pay cash dividends and      
believes that its cash flows after the Distribution should be sufficiently      
strong, after giving effect to the Distribution, that, barring unforeseen       
circumstances, a cash dividend can be paid for the foreseeable future. GenCorp's
existing credit arrangements                                                    
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limit, and New GenCorp's credit arrangements after the Distribution are expected
to limit, the amount it can pay in dividends.                                   

OMNOVA SOLUTIONS                                                                

  The dividend policy of Omnova Solutions will be determined by the Omnova
Solutions Board. The payment and level of any cash dividends by Omnova Solutions
after the Distribution will be subject to the discretion of the Omnova Solutions
Board of Directors. Future dividend decisions will depend on a number of        
factors, including the future results of operations and financial condition of  
Omnova Solutions, state law requirements and other factors. Although there can  
be no assurance that Omnova Solutions will pay any dividends, management of     
Omnova Solutions intends to pay cash dividends and believes that its cash flows 
after the Distribution should be sufficiently strong that, barring unforeseen   
circumstances, a cash dividend can be paid for the foreseeable future. It is    
anticipated that Omnova Solutions' credit arrangements after the Distribution   
will limit its ability to pay dividends.                                        

DIVIDENDS AND PRICE RANGE OF GENCORP COMMON STOCK 

 GenCorp common stock is listed and traded on the NYSE and Chicago Stock
Exchange under the symbol "GY." The following table reflects the high and low   
sales prices per share for GenCorp common stock, as reported on the NYSE for the
fiscal periods indicated. The table also sets forth the cash dividends paid per 
share of GenCorp common stock during those periods.                             

                                                        [Enlarge/Download Table]

                                                         PRICE RANGE                      
                                                         -----------            CASH      
                                                         HIGH    LOW       DIVIDENDS PAID 
                                                         ----    ---       ---------------
                                                                                          
1997:                                                                                     
First Quarter........................................... $19 3/4   $17 1/2      $0.15     
Second Quarter..........................................  21 1/4    18 1/8       0.15     
Third Quarter...........................................  31        20 7/8       0.15     
Fourth Quarter..........................................  29 5/8    21 3/4       0.15     
1998:                                                                                     
First Quarter........................................... $27 7/16  $22 3/8      $0.15     
Second Quarter..........................................  31 3/16   27           0.15     
Third Quarter...........................................  30 3/16   19 1/2       0.15     
Fourth Quarter..........................................  25 1/8    16 7/16      0.15     
1999:                                                                                     
First Quarter........................................... $27 7/8   $19 3/16     $0.15     
Second Quarter..........................................  25 15/16  17 3/16      0.15     
Third Quarter (through June 30, 1999)...................  25 3/4    21 15/16       --     

On December 16, 1998, the last trading day before the GenCorp Board   
announced its plan for the Distribution, the high and low sales prices for      
GenCorp common stock on the NYSE were $25 1/4 and $24 1/8, respectively. On July
1, 1999, the last trading day for which quotations were available at the time of
the printing of this proxy statement, the closing price for GenCorp common stock
on the NYSE was $23 15/16. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT TRADING     
PRICE INFORMATION BEFORE VOTING ON THE DISTRIBUTION.                            

    For a discussion of the possible impact of the Distribution on the trading
price of GenCorp common stock, see "The Distribution -- Listing and Trading of  
New GenCorp Common Stock." For a discussion of the dividend policies of New     
GenCorp and Omnova Solutions after the Distribution, see "Dividend Policies".   

There has not been any established public trading market for Omnova   
Solutions common stock. For a discussion of matters related thereto, see "The   
Distribution -- Listing and Trading of Omnova Solutions Common Stock".          

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GENCORP SELECTED HISTORICAL FINANCIAL DATA

 The following table sets forth selected consolidated historical data of
GenCorp. The selected historical information has been derived from the audited  
and unaudited consolidated financial statements of GenCorp. You should read this
information in conjunction with GenCorp's Annual Report on Form 10-K for the    
fiscal year ended November 30, 1998 and GenCorp's Quarterly Report on Form 10-Q 
for the quarterly period ended February 28, 1999.                               

You should keep the following in mind when reading this data:         

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

- During fiscal 1994, GenCorp incurred unusual charges of $83 million 
pretax, or $1.56 basic and diluted earnings per share after tax,  
  primarily for (1) $83 million of provisions related to environmental
       remediation offset by (2) recoveries of $31 million from insurers related
      to environmental costs, (3) an $8 million write down of fixed assets and
investments to realizable value, (4) restructuring charges of $12 
    million, and (5) $11 million related to warranty costs and litigation.

 - During fiscal 1994, GenCorp incurred a net charge of $213 million, or
      $6.69 basic and diluted earnings per share, for the cumulative effect of
    accounting changes for the after tax effect of postretirement benefits
other than pensions and income taxes.                             

  - During fiscal 1995, GenCorp recorded net unusual charges of $5 million
    pretax, or $0.09 basic and $0.08 diluted earnings per share after tax.
  These unusual items included (1) $10 million for the settlement of a
     lawsuit and other matters related to discontinued businesses, partially
  offset by (2) gains of $5 million from the divestitures of GenCorp's
rigid plastics business and a resort property.                    

- During fiscal 1996, GenCorp recorded unusual charges of $42 million 
    pretax, or $0.75 basic and $0.62 diluted earnings per share after tax.
These charges included primarily (1) a $15 million provision for a
     voluntary early retirement incentive program, (2) a $14 million loss on
   the sale of its automotive segment's vibration control and reinforced
     plastics businesses offset by a gain of $4 million from the sale of the
     structural urethane adhesives business, (3) an $8 million provision for
       environmental remediation costs, (4) a $6 million charge related to fixed
   assets, pension and other matters, and (5) a $3 million restructuring
charge for the Vehicle Sealing business.                          

  - During fiscal 1997, GenCorp's $115,000,000 8% Convertible Subordinated
     Debentures Due August 1, 2002 were converted into GenCorp common stock.
     This conversion affected long-term debt and shareholders' equity at the
end of fiscal 1997.                                               

 - Total assets and long-term debt at the end of fiscal 1997 reflect the
       acquisition of Printworld made in fiscal 1997. Total assets and long-term
    debt at the end of fiscal 1998 reflect the acquisitions made in fiscal
1998, including (1) the U.S. specialty chemicals business of Sequa
     Chemicals, (2) the commercial wallcovering business of Walker Greenbank
    PLC and (3) the Calhoun, Georgia latex facility of The Goodyear Tire &
 Rubber Company. The income statements reflect operations from these
acquisitions from the date of purchase.                           

  - Income before cumulative effect of accounting changes reflects reduced
    income tax expense of $16 million, $67 million and $2 million in 1996,
   1997 and 1998, respectively, due to the receipt of federal income tax
settlements for tax credits and related interest.                 

   - Segment operating profit and income for fiscal 1998 include net unusual
  income of $5 million pretax, or $0.07 basic and diluted earnings per
    share after tax. These unusual items include (1) charges of $8 million
 primarily related to exiting the plastic extrusions and residential
      wallcovering businesses, offset by (2) a $13 million gain from Aerojet's
sale of surplus land in Nevada.                                   

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                                                        [Enlarge/Download Table]

                                                                                                          THREE      
                                                                                                          MONTHS     
                                                              YEAR ENDED NOVEMBER 30,                 ENDED FEB. 28, 
                                                   ----------------------------------------------    ----------------
                                                    1994      1995      1996      1997      1998      1998      1999 
                                                   ------    ------    ------    ------    ------    ------    ------
                                                              (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)           
                                                                                                                     
INCOME STATEMENT DATA:                                                                                               
Net sales......................................... $1,740    $1,772    $1,515    $1,568    $1,737    $  366    $  440
Segment operating profit..........................     32       117       120       152       165        30        38
Income (loss) before cumulative effect of                                                                            
  accounting changes..............................    (13)       38        42       137        84        13        17
Cumulative effect of accounting changes...........   (213)       --        --        --        --        --        --
                                                   ------    ------    ------    ------    ------    ------    ------
Net income (loss)................................. $ (226)   $   38    $   42    $  137    $   84    $   13    $   17
                                                   ======    ======    ======    ======    ======    ======    ======
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:                                                                           
Income (loss) before cumulative effect of                                                                            
  accounting changes.............................. $ (.41)   $ 1.17    $ 1.25    $ 3.71    $ 2.02    $  .31    $  .41
Cumulative effect of accounting changes...........  (6.69)       --        --        --        --        --        --
                                                   ------    ------    ------    ------    ------    ------    ------
Net income (loss) basic........................... $(7.10)   $ 1.17    $ 1.25    $ 3.71    $ 2.02    $  .31    $  .41
Net income (loss) diluted......................... $(7.10)   $ 1.10    $ 1.16    $ 3.40    $ 1.99    $  .31    $  .41
BALANCE SHEET DATA                                                                                                   
  (AT PERIOD END):                                                                                                   
Total assets...................................... $1,455    $1,458    $1,330    $1,419    $1,743    $1,404    $1,729
Long-term debt....................................    378       383       263        84       356        93       356
Total debt........................................    385       404       306       109       370       137       409
Shareholders' equity (deficit)....................     (7)       35        56       281       344       287       354
OTHER DATA:                                                                                                          
Cash dividends paid per common share.............. $  .60    $  .60    $  .60    $  .60    $  .60    $  .15    $  .15

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GENCORP CAPITALIZATION

  The following table sets forth the capitalization of GenCorp at February
28, 1999 (the end of GenCorp's first fiscal quarter), the principal financial   
adjustments that will result from the Distribution and the sale of Penn, and the
pro forma capitalization of New GenCorp after giving effect to these events. You
should read this data together with the historical financial statements of      
GenCorp incorporated herein by reference and the unaudited pro forma financial  
statements and the notes thereto included in this proxy statement.              

The pro forma adjustments included in the table reflect:              

- the elimination of a $6 million note payable by Omnova Solutions;   

 - the receipt of a dividend from Omnova Solutions of approximately $188
       million which will be used by GenCorp to repay debt (the actual amount of
     the dividend will be determined immediately prior to the Distribution);

- the elimination of $499 of historical divisional equity of Omnova   
Solutions;                                                        

  - the elimination of $18 million of historical divisional equity of Penn
   and the application of $42 million of proceeds less the change in net
       assets of $9 million from February 28, 1999 to May 31, 1999 from the sale
of Penn on April 30, 1999 to repay long-term debt;                

     - the other $226 million of pro forma adjustments, including the $9 million
     pretax gain from the sale of Penn, referred to in the GenCorp Unaudited
    Pro Forma Condensed Consolidated Balance Sheet as of February 28, 1999
included in this proxy statement.                                 

                                                        [Enlarge/Download Table]

                                                                      FEBRUARY 28, 1999           
                                                            --------------------------------------
                                                                           PRO FORMA              
                                                            HISTORICAL    ADJUSTMENTS    PRO FORMA
                                                            ----------    -----------    ---------
                                                                    (DOLLARS IN MILLIONS)         
                                                                                                  
Notes payable and current portion of long-term debt........    $ 53          $  (6)        $ 47   
Long-term debt.............................................     356           (188)         135   
                                                                               (33)               
                                                               ----          -----         ----   
Total debt.................................................    $409          $(227)        $182   
Preference stock:                                                                                 
$1.00 par value, 15 million shares authorized, none                                               
  outstanding..............................................      --             --           --   
Common stock:                                                                                     
  $.10 par value 90 million shares authorized,                                                    
  41.7 million shares outstanding..........................       4             --            4   
Retained earnings and other capital items..................     350           (499)          59   
                                                                               (18)               
                                                                               226                
                                                               ----          -----         ----   
Total shareholders' equity.................................     354           (291)          63   
                                                               ----          -----         ----   
Total capitalization.......................................    $763          $(518)        $245   
                                                               ====          =====         ====   

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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999 
AND THE YEAR ENDED NOVEMBER 30, 1998

   The following unaudited pro forma condensed consolidated balance sheet as
of February 28, 1999 and the unaudited pro forma condensed consolidated         
statements of income for the three months ended February 28, 1999 and for the   
year ended November 30, 1998 give effect to the Distribution and the sale of    
Penn. The pro forma condensed consolidated balance sheet is presented as if the 
Distribution and the sale of Penn had occurred on February 28, 1999, and the pro
forma condensed consolidated statements of income are presented as if the       
Distribution and the sale of Penn had occurred as of the beginning of the       
periods presented. The "GenCorp Restated" amounts show the effects on reported  
results of operations and the balance sheet of GenCorp assuming the proposed    
Distribution was consummated and Penn was sold and, as a result, Omnova         
Solutions and Penn are reported as discontinued operations. Omnova Solutions and
Penn represent the historical Polymer Products business segment of GenCorp.     
These financial statements are presented on a pro forma basis pending the       
occurrence of the events that would establish the measurement dates for         
treatment of Omnova Solutions and Penn as discontinued operations, namely the   
approval of the Distribution by GenCorp's shareholders and declaration by       
GenCorp's Board of Directors of the special dividend contemplated by the        
Distribution. The "New GenCorp" amounts represent the estimated effect of the   
Distribution on reported results of operations and the balance sheet of GenCorp 
including the transfer to Omnova Solutions of (1) prepaid pension assets and    
retiree benefit obligations; and (2) certain GenCorp corporate assets and       
liabilities; and reflects the receipt by GenCorp of a dividend from Omnova      
Solutions for approximately $188 million and the application of the amount      
received by GenCorp to repay indebtedness. The actual amount to be borrowed by  
Omnova Solutions, paid as a dividend to GenCorp and used to repay GenCorp       
indebtedness, will be determined at the time of the Distribution. The actual    
amount will depend, in part, on the amount of borrowings by GenCorp at that     
time. GenCorp's borrowings fluctuate throughout its fiscal year.                

   The pro forma information is presented for illustrative purposes only and
may not be indicative of the results that would have been obtained had the      
Distribution or sale of Penn actually occurred on the dates assumed nor is it   
necessarily indicative of the future consolidated results of operations of New  
GenCorp. After the one-time costs associated with the Distribution, GenCorp also
anticipates projected annual pretax cost savings by New GenCorp of $4 million to
$5 million as a result of the Distribution that have not been reflected in the  
pro forma condensed consolidated financial statements.                          

   You should read the pro forma condensed consolidated financial statements
in conjunction with the historical financial statements and the related notes   
thereto of GenCorp included in its filings under the Exchange Act that are      
incorporated by reference into this proxy statement.                            

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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

FEBRUARY 28, 1999 

                                                        [Enlarge/Download Table]

                                                      HISTORICAL                                          
                                      -------------------------------------------         PRO FORMA       
                                                    LESS                            ----------------------
                                                   OMNOVA       LESS     GENCORP     ADDITIONS       NEW  
                                      GENCORP   SOLUTIONS(1)   PENN(2)   RESTATED   (DEDUCTIONS)   GENCORP
                                      -------   ------------   -------   --------   ------------   -------
                                                             (DOLLARS IN MILLIONS)                        
                                                                                                          
ASSETS:                                                                                                   
CURRENT ASSETS                                                                                            
Cash and equivalents................  $   22        $  3         $--      $   19       $   --      $   19 
Accounts receivable.................     272         102          11         159           --         159 
Inventories.........................     160          58           7          95           --          95 
Prepaid expenses and other..........      56          12          --          44           --          44 
                                      ------        ----         ---      ------       ------      ------ 
TOTAL CURRENT ASSETS................     510         175          18         317           --         317 
Recoverable from U.S. Government and                                                                      
  third parties for environmental                                                                         
  remediation.......................     148          --          --         148           --         148 
Deferred income taxes...............     137          --          --         137           (5)(4)     138 
                                                                                            2(5)          
                                                                                            4(6)          
Prepaid pension.....................     137          --          --         137          (35)(4)     102 
Investments and other assets........     299         234          --          65           --          65 
Property, plant and equipment,                                                                            
  net...............................     498         194          11         293          (13)(5)     280 
                                      ------        ----         ---      ------       ------      ------ 
TOTAL ASSETS........................  $1,729        $603         $29      $1,097       $  (47)     $1,050 
                                      ======        ====         ===      ======       ======      ====== 
LIABILITIES AND SHAREHOLDERS'                                                                             
  EQUITY:                                                                                                 
CURRENT LIABILITIES                                                                                       
Notes payable.......................  $   53        $  6         $--      $   47       $   --      $   47 
Accounts payable....................     188          57           4         127           --         127 
Income taxes........................      34          --           1          33           (3)(6)      36 
                                                                                            6(3)          
Other current liabilities...........     127          15           3         109           (3)(4)     113 
                                                                                          (16)(5)         
                                                                                           23(6)          
                                      ------        ----         ---      ------       ------      ------ 
TOTAL CURRENT LIABILITIES...........     402          78           8         316            7         323 
Long-term debt......................     356          --          --         356         (188)(7)     135 
                                                                                          (33)(3)         
Postretirement benefits other than                                                                        
  pensions..........................     316          --          --         316          (43)(4)     273 
Environmental reserves..............     249          --          --         249           --         249 
Other liabilities...................      52          26           3          23          (16)(5)       7 
Total shareholders' equity..........     354         499          18        (163)         226(8)       63 
                                      ------        ----         ---      ------       ------      ------ 
TOTAL LIABILITIES AND SHAREHOLDERS'                                                                       
  EQUITY............................  $1,729        $603         $29      $1,097       $  (47)     $1,050 
                                      ======        ====         ===      ======       ======      ====== 

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of 
February 28, 1999.
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GENCORP NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET

FEBRUARY 28, 1999 

(1) To eliminate the historical assets, liabilities and divisional equity of    
Omnova Solutions.                                                       

(2) To eliminate the historical assets, liabilities and divisional equity of    
Penn, which was sold on April 30, 1999.                                 

(3) To record the cash proceeds, income taxes payable and change in net assets  
from February 28,1999 to April 30, 1999 from the sale of Penn, which was
used to repay debt.                                                     

(4) To record the transfer of net pension assets and retiree medical obligations
and related deferred income taxes from GenCorp to Omnova Solutions. The 
estimated prepaid pension asset is attributable to the excess of pension
   assets over liabilities related to Omnova Solutions employees and retirees.
The projected prepaid pension asset of $35 million and retiree medical  
benefit obligations of $46 million were actuarially determined based on 
Omnova Solutions active and retired participants in the plans and the   
   actuarial assumptions used were consistent with assumptions previously used
by GenCorp. The pension assets were split based on the requirements of  
Section 414(i) of the Internal Revenue Code as prescribed by the Pension
Benefit Guaranty Corporation and other management considerations.       

(5) To record the transfer of certain property, plant and equipment, primarily  
 GenCorp's corporate headquarters, related liabilities and deferred income
taxes to Omnova Solutions.                                              

(6) To reflect the impact of one-time costs associated with the Distribution.   
These costs include investment banking, legal and professional fees,    
severance costs, retention bonuses for key employees, financing fees,   
  relocation costs and expenses associated with a voluntary early retirement
program.                                                                

(7) Reflects the receipt by GenCorp of a dividend from Omnova Solutions for     
  approximately $188 million. The amount received by GenCorp will be used to
repay indebtedness.                                                     

(8) To record the effect on GenCorp equity related to the pro forma adjustments 
referred to in notes (3), (4), (5), (6) and (7) above.                  

                                                                [Download Table]

                                                             (Dollars in millions)
                                                                                  
Cash proceeds ($42) net of related income taxes ($6) and                          
  change in net assets ($9) for the sale of Penn(3).........         $ 27         
Transfer of prepaid pension(4)..............................          (35)        
Transfer of postretirement benefits other than                                    
  pensions(4)...............................................           46         
Transfer of certain property, plant and equipment and                             
  related liabilities(5)....................................           19         
Deferred income taxes related to (4) and (5)................           (3)        
One-time costs associated with Distribution (6).............          (23)        
Current ($3) and deferred ($4) income taxes related to(6)...            7         
Receipt of dividend from Omnova Solutions(7)................          188         
                                                                     ----         
                                                                     $226         
                                                                     ====         

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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

THREE MONTHS ENDED FEBRUARY 28, 1999

                                                        [Enlarge/Download Table]

                                                           HISTORICAL                                      PRO FORMA       
                              ---------------------------------------------------------------------  ----------------------
                                                  DISCONTINUED OPERATIONS (1)                                              
                                        ------------------------------------------------                                   
                                           OMNOVA                 ADDITIONS                GENCORP    ADDITIONS       NEW  
                              GENCORP   SOLUTIONS(2)   PENN(3)   (DEDUCTIONS)   SUBTOTAL   RESTATED  (DEDUCTIONS)   GENCORP
                              -------   ------------   -------   ------------   --------   --------  ------------   -------
                                                       (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)                        
                                                                                                                           
NET SALES...................  $  440       $   171     $   14      $     -      $   185     $  255     $      -     $  255 
COSTS AND EXPENSES                                                                                                         
Cost of products sold.......     341           111          9            -          120        221            2(5)     223 
Selling, general and                                                                                                       
  administrative............      46            37          4           (1)(4)       40          6            1(5)       5 
                                                                                                             (2)(6)        
Depreciation................      18             5          1            -            6         12            -         12 
Interest expense............       5             5          -            -            5          -            2(7)       2 
Other (income) expense,                                                                                                    
  net.......................       -             2          -            -            2         (2)           -         (2)
Unusual items...............       1             -          -            -            -          1            -          1 
                              ------       -------     -------     -------      -------     ------     --------     ------ 
                                 411           160         14           (1)         173        238            3        241 
                              ------       -------     -------     -------      -------     ------     --------     ------ 
INCOME FROM CONTINUING                                                                                                     
  OPERATIONS BEFORE INCOME                                                                                                 
  TAXES.....................      29            11          -            1           12         17           (3)        14 
Income taxes (benefit)......      12             4          -            -            4          8           (1)(8)      7 
                              ------       -------     -------     -------      -------     ------     --------     ------ 
INCOME FROM CONTINUING                                                                                                     
  OPERATIONS................      17       $     7     $    -      $     1      $     8          9           (2)         7 
                                           =======     =======     =======      =======                                    
INCOME FROM DISCONTINUED                                                                                                   
  OPERATIONS................       -                                                             8            -          8 
                              ------                                                        ------     --------     ------ 
NET INCOME..................  $   17                                                        $   17     $     (2)    $   15 
                              ======                                                        ======     ========     ====== 
EARNINGS PER SHARE OF COMMON                                                                                               
  STOCK                                                                                                                    
    Basic:                                                                                                                 
      Continuing                                                                                                           
        operations..........  $  .41                                                        $  .22                  $  .17 
      Discontinued                                                                                                         
        operations..........       -                                                           .19                     .19 
                              ------                                                        ------                  ------ 
        Total...............  $  .41                                                        $  .41                  $  .36 
                              ======                                                        ======                  ====== 
    Diluted:                                                                                                               
      Continuing                                                                                                           
        operations..........  $  .41                                                        $  .22                  $  .17 
      Discontinued                                                                                                         
        operations..........       -                                                           .19                     .19 
                              ------                                                        ------                  ------ 
        Total...............  $  .41                                                        $  .41                  $  .36 
                              ======                                                        ======                  ====== 
WEIGHTED AVERAGE NUMBER OF                                                                                                 
  SHARES (IN THOUSANDS):                                                                                                   
    Basic...................  41,582                                                        41,582                  41,582 
    Diluted.................  42,036                                                        42,036                  42,036 

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income 
for the Three Months Ended February 28, 1999 and for the Year Ended November 30,
1998. 
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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED NOVEMBER 30, 1998

                                                        [Enlarge/Download Table]

                                                            HISTORICAL                                      PRO FORMA       
                               ---------------------------------------------------------------------  ----------------------
                                                   DISCONTINUED OPERATIONS (1)                                              
                                         ------------------------------------------------                                   
                                            OMNOVA                 ADDITIONS                GENCORP    ADDITIONS       NEW  
                               GENCORP   SOLUTIONS(2)   PENN(3)   (DEDUCTIONS)   SUBTOTAL   RESTATED  (DEDUCTIONS)   GENCORP
                               -------   ------------   -------   ------------   --------   --------  ------------   -------
                                                        (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)                        
                                                                                                                            
NET SALES..................... $1,737       $   624     $   65      $     -      $   689     $1,048     $      -     $1,048 
COSTS AND EXPENSES                                                                                                          
Cost of products sold.........  1,379           407         42            -          449        930            4(5)     934 
Selling, general and                                                                                                        
  administrative..............    149           117         19           (5)(4)      131         18            4(5)      13 
                                                                                                              (9)(6)        
Depreciation..................     62            18          2            -           20         42           (1)(6)     41 
Interest expense..............     14             8          -            -            8          6           (3)(7)      3 
Other (income) expense, net...      2             1          -            -            1          1            -          1 
Unusual items.................     (5)            3          1            -            4         (9)           -         (9)
                               -------      -------     -------     -------      -------     ------     --------     ------ 
                                1,601           554         64           (5)         613        988           (5)       983 
                               -------      -------     -------     -------      -------     ------     --------     ------ 
INCOME FROM CONTINUING                                                                                                      
  OPERATIONS BEFORE INCOME                                                                                                  
  TAXES.......................    136            70          1            5           76         60            5         65 
Income taxes..................     52            28          -            2(8)        30         22            2(8)      24 
                               -------      -------     -------     -------      -------     ------     --------     ------ 
INCOME FROM CONTINUING                                                                                                      
  OPERATIONS..................     84       $    42     $    1      $     3      $    46         38            3         41 
                                            =======     =======     =======      =======                                    
INCOME FROM DISCONTINUED                                                                                                    
  OPERATIONS..................     --                                                            46            -         46 
                               -------                                                       ------     --------     ------ 
NET INCOME.................... $   84                                                        $   84     $      3     $   87 
                               =======                                                       ======     ========     ====== 
EARNINGS PER SHARE OF COMMON                                                                                                
  STOCK                                                                                                                     
    Basic:                                                                                                                  
      Continuing operations... $ 2.02                                                        $  .91                  $  .98 
      Discontinued                                                                                                          
        operations............      -                                                          1.11                    1.11 
                               -------                                                       ------                  ------ 
        Total................. $ 2.02                                                        $ 2.02                  $ 2.09 
                               =======                                                       ======                  ====== 
    Diluted:                                                                                                                
      Continuing operations... $ 1.99                                                        $  .90                  $  .98 
      Discontinued                                                                                                          
        operations............      -                                                          1.09                    1.09 
                               -------                                                       ------                  ------ 
        Total................. $ 1.99                                                        $ 1.99                  $ 2.07 
                               =======                                                       ======                  ====== 
WEIGHTED AVERAGE NUMBER OF                                                                                                  
  SHARES (IN THOUSANDS):                                                                                                    
    Basic..................... 41,468                                                        41,468                  41,468 
    Diluted................... 42,033                                                        42,033                  42,033 

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income 
for the Three Months Ended February 28, 1999 and for the Year Ended November 30,
1998. 
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GENCORP NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999 AND FOR THE YEAR ENDED NOVEMBER 30,
1998

(1) The "Discontinued Operations" columns in the unaudited pro forma condensed  
consolidated statement of income represent the historical results of    
 operations of the Omnova Solutions businesses, the Penn business plus the
effects of certain adjustments, which are reasonable in the opinion of  
GenCorp's management, to properly present those results as discontinued 
operations. The Omnova Solutions and Penn businesses represent the      
historical Polymer Products business segment of GenCorp.                

(2) To reclassify the historical results of operations of Omnova Solutions to   
discontinued operations.                                                

(3) To reclassify the historical results of operations of Penn, which was sold  
on April 30, 1999, to discontinued operations.                          

(4) To adjust the historical results of Omnova Solutions for the allocated      
general corporate expenses that will be retained by GenCorp when Omnova 
Solutions is reported as a discontinued operation.                      

(5) To record the increase in pension expense attributable to the transfer to   
  Omnova Solutions of a portion of the excess of the defined benefit pension
  plans' assets over the related obligations for Omnova Solutions' employees
and retirees.                                                           

(6) To transfer corporate costs that will be assumed by Omnova Solutions as a   
result of the Distribution. After the Distribution, these costs will no 
  longer be incurred by New GenCorp. This adjustment also includes the costs
 associated with the corporate assets transferred to Omnova Solutions from
GenCorp.                                                                

(7) To adjust interest expense to the amount computed based on the debt to be   
 retained by GenCorp after the receipt of a dividend from Omnova Solutions
    for approximately $188 million and the application of the amount received to
    repay indebtedness. The interest rate was 5.6% and 5.8% for the three months
ended February 28, 1999 and for the year ended November 30, 1998,       
respectively. The rate was primarily based on LIBOR plus a margin as    
specified in GenCorp's credit agreement. A quarter point change in the  
interest rate would result in a $.1 million and $.5 million change in   
 interest expense for the three months ended February 28, 1999 and for the
year ended November 30, 1998, respectively.                             

(8) To record the estimated income taxes related to the pro forma adjustments   
 referred to in notes (4), (5), (6) and (7) above at an estimated combined
U.S. federal and state income tax rate of 40%.                          

(9) The unaudited pro forma condensed consolidated statement of income does not 
include nonrecurring items that are directly attributable to the        
Distribution, sale of Penn and estimated future cost savings as follows:

    (a) The one-time costs estimated at $16 million after tax associated
   with the Distribution such as investment banking, legal and
     professional fees, severance costs, retention bonuses for key
           employees, financing fees, relocation costs and expenses associated
with a voluntary early retirement program.              

      (b) The after-tax gain of $9 million on the sale of Penn that occurred
on April 30, 1999.                                      

      (c) Annual pre-tax cost savings in costs of products sold and selling,
            general and administrative expenses that are estimated between $4 to
$5 million as a result of the Distribution.             

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GENCORP UNAUDITED PRO FORMA CONDENSED 
CONSOLIDATED STATEMENTS OF INCOME 

FOR THE YEARS ENDED NOVEMBER 30, 1997 AND 1996

The following unaudited pro forma condensed consolidated statements of
income for the years ended November 30, 1997 and 1996 show the effects on       
reported results of operations of GenCorp assuming the proposed Distribution of 
Omnova Solutions and the sale of Penn were consummated and, as a result, the    
results of operations of Omnova Solutions and Penn are presented as discontinued
operations. These income statements are presented on a pro forma basis pending  
the occurrence of the event that would establish the measurement date for       
treatment of Omnova Solutions as a discontinued operation, mainly the approval  
by GenCorp's shareholders and the declaration by GenCorp's Board of Directors of
the special dividend contemplated by the Distribution.                          

    The unaudited pro forma condensed consolidated statements of income should
be read in conjunction with the historical financial statements and the related 
notes thereto of GenCorp incorporated by reference into this proxy statement    
from GenCorp's Annual Report on Form 10-K for the year ended November 30, 1998. 
The unaudited pro forma condensed consolidated statements of income are not     
necessarily indicative of the results that actually would have occurred if the  
Distribution and sale of Penn had been consummated during those periods or of   
the results which may be attained in the future.                                

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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED NOVEMBER 30, 1997

                                                        [Enlarge/Download Table]

                                                            DISCONTINUED OPERATIONS (1)                     
                                                  ------------------------------------------------          
                                                     OMNOVA                 ADDITIONS               GENCORP 
                                        GENCORP   SOLUTIONS(2)   PENN(3)   (DEDUCTIONS)   SUBTOTAL  RESTATED
                                        -------   ------------   -------   ------------   --------  --------
                                                    (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)            
                                                                                                            
NET SALES.............................. $ 1,568       $548         $67         $--          $615    $   953 
COSTS AND EXPENSES                                                                                          
Cost of products sold..................   1,243        369          45          --           414        829 
Selling, general and administrative....     147        106          19          (5)(4)       120         27 
Depreciation...........................      56         15           2          --            17         39 
Interest expense.......................      16          4          --          --             4         12 
Other (income) expense, net............     (12)        (3)         (1)         --            (4)        (8)
                                        -------       ----         ---         ---          ----    ------- 
                                          1,450        491          65          (5)          551        899 
                                        -------       ----         ---         ---          ----    ------- 
INCOME FROM CONTINUING OPERATIONS                                                                           
  BEFORE INCOME TAXES..................     118         57           2           5            64         54 
Income taxes (benefit).................     (19)        23           1           2(5)         26        (45)
                                        -------       ----         ---         ---          ----    ------- 
INCOME FROM CONTINUING OPERATIONS......     137       $ 34         $ 1         $ 3          $ 38         99 
                                                      ====         ===         ===          ====            
INCOME FROM DISCONTINUED OPERATIONS....      --                                                          38 
                                        -------                                                     ------- 
NET INCOME............................. $   137                                                     $   137 
                                        =======                                                     ======= 
EARNINGS PER SHARE OF COMMON STOCK                                                                          
     Basic:                                                                                                 
       Continuing operations........... $  3.71                                                     $  2.68 
       Discontinued operations.........      --                                                        1.03 
                                        -------                                                     ------- 
          Total........................ $  3.71                                                     $  3.71 
                                        =======                                                     ======= 
     Diluted:*                                                                                              
       Continuing operations........... $  3.40                                                     $  2.48 
       Discontinued operations.........      --                                                         .92 
                                        -------                                                     ------- 
          Total........................ $  3.40                                                     $  3.40 
                                        =======                                                     ======= 
WEIGHTED AVERAGE NUMBER OF SHARES (IN                                                                       
  THOUSANDS):                                                                                               
     Basic.............................  37,023                                                      37,023 
     Diluted...........................  41,362                                                      41,362 

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

* Diluted earnings per share assumes the conversion of GenCorp's $115,000,000 8%
 Convertible Subordinated Debentures Due August 1, 2002 (Debentures) as of the
beginning of the year. As a result, net income used in the calculation was  
increased by $3 million which represents the after tax interest on the      
Debentures prior to conversion in the second quarter of 1997.               

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income 
for the Years Ended November 30, 1997 and 1996. 
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GENCORP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED NOVEMBER 30, 1996

                                                        [Enlarge/Download Table]

                                                          DISCONTINUED OPERATIONS (1)                     
                                                ------------------------------------------------          
                                                   OMNOVA                 ADDITIONS               GENCORP 
                                       GENCORP  SOLUTIONS(2)   PENN(3)   (DEDUCTIONS)   SUBTOTAL  RESTATED
                                       -------  ------------   -------   ------------   --------  --------
                                                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)            
                                                                                                          
NET SALES............................. $ 1,515      $506         $68         $--          $574    $   941 
COSTS AND EXPENSES                                                                                        
Cost of products sold.................   1,200       329          46          --           375        825 
Selling, general and administrative...     143        97          19          (5)(4)       111         32 
Depreciation..........................      58        14           1          --            15         43 
Interest expense......................      27         8           1          --             9         18 
Other (income) expense, net...........       3         1          --          --             1          2 
Unusual items.........................      42        (4)         --          --            (4)        46 
                                       -------      ----         ---         ---          ----    ------- 
                                         1,473       445          67          (5)          507        966 
                                       -------      ----         ---         ---          ----    ------- 
INCOME FROM CONTINUING OPERATIONS                                                                         
  BEFORE INCOME TAXES.................      42        61           1           5            67        (25)
Income taxes (benefit)................      --        24          --           2(5)         26        (26)
                                       -------      ----         ---         ---          ----    ------- 
INCOME FROM CONTINUING OPERATIONS.....      42      $ 37         $ 1         $ 3          $ 41          1 
                                                    ====         ===         ===          ====            
INCOME FROM DISCONTINUED OPERATIONS...      --                                                         41 
                                       -------                                                    ------- 
NET INCOME............................ $    42                                                    $    42 
                                       =======                                                    ======= 
EARNINGS PER SHARE OF COMMON STOCK                                                                        
     Basic:                                                                                               
       Continuing operations.......... $  1.25                                                    $   .02 
       Discontinued operations........      --                                                       1.23 
                                       -------                                                    ------- 
          Total....................... $  1.25                                                    $  1.25 
                                       =======                                                    ======= 
     Diluted:*                                                                                            
       Continuing operations.......... $  1.16                                                    $   .15 
       Discontinued operations........      --                                                       1.01 
                                       -------                                                    ------- 
          Total....................... $  1.16                                                    $  1.16 
                                       =======                                                    ======= 
WEIGHTED AVERAGE NUMBER OF SHARES (IN                                                                     
  THOUSANDS):                                                                                             
     Basic............................  33,430                                                     33,430 
     Diluted..........................  40,729                                                     40,729 

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

* Diluted earnings per share assumes the conversion of GenCorp's $115,000,000 8%
Convertible Subordinated Debentures Due August 1, 2002 (Debentures). As a   
result, net income used in the calculation was increased by $5 million which
represents the after tax interest on the Debentures for the entire year.    

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income for 
the Years Ended November 30, 1997 and 1996. 
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GENCORP NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 
STATEMENTS OF INCOME

FOR THE YEARS ENDED NOVEMBER 30, 1997 AND 1996

(1) The "Discontinued Operations" columns in the unaudited pro forma condensed  
consolidated statement of income represent the historical results of    
 operations of the Omnova Solutions businesses, the Penn business plus the
effects of certain adjustments, which are reasonable in the opinion of  
GenCorp's management, to properly present those results as discontinued 
operations. The Omnova Solutions and Penn businesses represent the      
historical Polymer Products business segment of GenCorp.                

(2) To reclassify the historical results of operations of Omnova Solutions to   
discontinued operations.                                                

(3) To reclassify the historical results of operations of Penn, which was sold  
on April 30, 1999, to discontinued operations.                          

(4) To adjust the historical results of Omnova Solutions for the allocated      
general corporate expenses that will be retained by GenCorp when Omnova 
Solutions is reported as a discontinued operation.                      

(5) To record the estimated income taxes related to the pro forma adjustment    
referred to in note (4) above at an estimated combined U.S. federal and 
state income tax rate of 40%.                                           

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OMNOVA SOLUTIONS SELECTED HISTORICAL FINANCIAL DATA 

 The financial data as of November 30, 1998 and 1997 and for each of the
three years in the period ended November 1998, and as of and for the three      
months ended February 28, 1998 and 1999 has been derived from the audited and   
unaudited financial statements of Omnova Solutions contained in this proxy      
statement. The other historical financial data is unaudited. The historical     
financial statements of Omnova Solutions contained in this proxy statement are  
presented as if Omnova Solutions was a separate entity for all periods          
presented.                                                                      

You should keep the following in mind when reviewing this data:       

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

     - During fiscal 1994, Omnova Solutions recorded a charge of $23 million for
     the cumulative effect of accounting changes for postretirement benefits
other than pensions and income taxes.                             

- During fiscal 1996, Omnova Solutions recorded unusual income of $4  
  million from the sale of the structural urethane adhesives business.

   - During fiscal 1997, Omnova Solutions acquired Printworld. During fiscal
       1998, Omnova Solutions acquired (1) the U.S. specialty chemicals business
    of Sequa Chemicals, (2) the commercial wallcovering business of Walker
       Greenbank PLC and (3) the Calhoun, Georgia latex facility of The Goodyear
   Tire & Rubber Company. These acquisitions are reflected in the income
  statement and balance sheet data beginning on the acquisition dates.

- During fiscal 1998, Omnova Solutions recorded unusual expense of $3 
       million pre-tax related to exiting the residential wallcovering business.

                                                        [Enlarge/Download Table]

                                                                                 THREE MONTHS  
                                                YEAR ENDED NOVEMBER 30,         ENDED FEB. 28, 
                                            --------------------------------    ---------------
                                            1994   1995   1996   1997   1998     1998     1999 
                                            ----   ----   ----   ----   ----    ------   ------
                                                           (DOLLARS IN MILLIONS)               
                                                                                               
INCOME STATEMENT DATA:                                                                         
Net sales.................................. $479   $525   $506   $548   $624     $134     $171 
Segment operating profit...................   40     57     74     66     83       15       17 
Income before cumulative effect of                                                             
  accounting changes.......................   16     27     37     34     42        8        7 
Cumulative effect of accounting changes....  (23)    --     --     --     --       --       -- 
                                            ----   ----   ----   ----   ----     ----     ---- 
Net income (loss).......................... $ (7)  $ 27   $ 37   $ 34   $ 42     $  8     $  7 
                                            ====   ====   ====   ====   ====     ====     ==== 
BALANCE SHEET DATA (AT PERIOD END):                                                            
Total assets............................... $240   $226   $233   $277   $603     $266     $603 
Long-term debt.............................   --     --     --     --     --       --       -- 
Divisional equity..........................  159    146    147    182    489      193      499 

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OMNOVA SOLUTIONS CAPITALIZATION 

  The following table sets forth the capitalization of Omnova Solutions at
February 28, 1999, the Omnova Solutions principal financial adjustments that    
will result from the Distribution and the pro forma capitalization of Omnova    
Solutions after giving effect to the Distribution. You should read this data in 
conjunction with the historical financial statements and the unaudited pro forma
condensed financial statements of Omnova Solutions included elsewhere in this   
proxy statement.                                                                

The pro forma adjustments reflect:                                    

     - The anticipated borrowing of approximately $188 million and the resulting
      payment of a dividend to GenCorp in that amount. The actual amount to be
      borrowed and paid to GenCorp will be determined immediately prior to the
Distribution.                                                     

- The $215 million effect of the Distribution on divisional equity    
      described in the Omnova Solutions Unaudited Pro Forma Condensed Combined
     Balance Sheet as of February 28, 1999 included in this proxy statement.

                                                        [Enlarge/Download Table]

                                                                       FEBRUARY 28, 1999          
                                                             -------------------------------------
                                                                                          OMNOVA  
                                                              OMNOVA       PRO FORMA     SOLUTIONS
                                                             SOLUTIONS    ADJUSTMENTS    PRO FORMA
                                                             ---------    -----------    ---------
                                                                     (DOLLARS IN MILLIONS)        
                                                                                                  
Notes payable...............................................   $  6          $  --         $  6   
Long-term debt..............................................     --            188          188   
                                                               ----          -----         ----   
Total debt..................................................      6            188          194   
Total divisional equity.....................................    499           (215)         284   
                                                               ----          -----         ----   
TOTAL CAPITALIZATION........................................   $505          $ (27)        $478   
                                                               ====          =====         ====   

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OMNOVA SOLUTIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

OVERVIEW                                                                        

Since 1994, GenCorp's key strategy has been to become a more focused  
company in fewer businesses. The businesses targeted were those with the        
greatest potential to generate value from continuing improved performance and   
expansion in existing markets, and through enhanced growth by entering          
attractive new and related markets. On December 17, 1998, GenCorp announced its 
plans to spin off its Performance Chemicals and Decorative & Building Products  
businesses to GenCorp shareholders as a separate publicly traded polymer        
products company (Omnova Solutions).                                            

    Omnova Solutions will operate two business segments, Performance Chemicals
and Decorative & Building Products. The Performance Chemicals unit manufactures 
a broad range of emulsion polymers and specialty chemicals used as coatings,    
binders, adhesives, and additives for paper, carpet, textile and various other  
specialty chemical industries. Decorative & Building Products designs,          
manufactures and markets a comprehensive line of polyvinyl chloride and         
paper-based decorative and functional surface products including wallcovering,  
coated fabrics and vinyl woodgrain and paper laminates for furniture,           
construction, remodeling and other commercial applications, as well as membrane 
systems for roofing.                                                            

Omnova Solutions' sales are affected by numerous factors. In the      
Performance Chemicals business, the key sales drivers are the ability to create 
custom polymer and specialty chemical solutions to enhance customer product     
performance; domestic demand for coated paper; and trends in the carpet,        
textile, and specialty markets. In the Decorative & Building Products business, 
commercial wallcovering and building systems sales are driven by trends in      
refurbishment of commercial office buildings, hotels, hospitals and schools and,
to a lesser degree, new construction cycles. Product design and styling are     
important product differentiators in the commercial wallcovering business. Sales
trends in decorative laminates and coated fabrics typically move with general   
economic trends, with slightly greater growth due to the business units' ability
to produce enhanced designs and styles to meet the needs of commercial and      
residential furniture customers. Omnova Solutions is subject to volatility in   
its operating costs arising from changes in the price of several key raw        
materials including polyvinyl chloride, styrene and butadiene.                  

     Omnova Solutions' annual sales have grown from $479 million in 1994 to $624
million in 1998. During the same period, Omnova Solutions' segment operating    
profit doubled from $40 million to $83 million. Omnova Solutions' revenue growth
is due to both strategic acquisitions and growth in existing product lines. The 
significant growth in segment operating profit was due to acquisitions,         
operational improvement initiatives, aggressive cost containment and a general  
shift toward higher margin products.                                            

     Recent strategic acquisitions of Performance Chemicals include the purchase
of the Lytron(R) polystyrene latex plastic pigment business in 1996, which      
broadened offerings to the paper industry; the acquisition of The Goodyear Tire 
& Rubber Company's Calhoun, Georgia latex facility in 1998, which provided new  
manufacturing capacity, increased presence in the Southeastern U.S. and an      
expanded customer base; and the acquisition of Sequa Chemical's U.S. specialty  
chemicals business in 1998, which expanded existing emulsion polymer market     
positions and provided entry into new related specialty chemical markets. In    
fiscal 1999, Performance Chemicals acquired PolymerLatex's U.S. acrylics        
business in Fitchburg, Massachusetts which strengthened and diversified markets 
in acrylic emulsions and other specialty chemicals; and Morton International's  
global latex floor care business, which provided a complementary product line   
and customer base. In 1996, Performance Chemicals sold its structural urethane  
adhesives business.                                                             

     Recent strategic acquisitions of Decorative & Building Products include the
purchase of Printworld in 1997, which added paper laminates to its vinyl        
laminate portfolio and provided entry into the transfer printing market for     
furnishings and apparel; and the 1998 acquisition of Walker Greenbank's         
U.K.-based commercial wall-covering business which provided two European        
facilities and a platform from which to market other decorative and building    
products. Also during 1998, Decorative & Building Products sold its residential 
wallcovering business.                                                          

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     The combined financial statements of Omnova Solutions generally reflect the
financial position, results of operations and cash flows of the operations      
expected to be transferred to Omnova Solutions in connection with the           
Distribution. Accordingly, Omnova Solutions' combined financial statements have 
been carved out from the consolidated financial statements of GenCorp using the 
historical results of operations and historical basis of the assets and         
liabilities of Omnova Solutions' businesses and the allocation methodology      
described in Note A to Omnova Solutions' Combined Financial Statements. Omnova  
Solutions will operate as two business segments, Performance Chemicals and      
Decorative & Building Products. The combined financial statements of Omnova     
Solutions do not include certain assets and liabilities which will be           
transferred to Omnova Solutions in connection with the Distribution. See "Omnova
Solutions Unaudited Pro Forma Condensed Combined Financial Statements" and Note 
A to Omnova Solutions' Combined Financial Statements. Management believes the   
assumptions underlying Omnova Solutions' financial statements are reasonable.   

RESULTS OF OPERATIONS FIRST THREE MONTHS FISCAL 1999 COMPARED TO 1998           

    Total sales increased for the first quarter of 1999 by 28% to $171 million
compared to $134 million in the first quarter of 1998. This increase mainly     
relates to sales attributable to the 1998 acquisitions. Total segment operating 
profit during the first quarter of 1999 improved 13% to $17 million versus $15  
million in the first quarter of 1998. Net income was $7 million in the first    
three months of fiscal 1999 compared to $8 million in the same period of 1998.  

     Net sales for Performance Chemicals increased for the first quarter of 1999
by 57% to $74 million compared to $47 million in the first quarter of 1998. The 
increase reflects sales attributable to the 1998 acquisitions. Excluding the    
effect of acquired businesses, volume was flat compared to 1998 while pricing   
was down slightly. Segment operating profit during the first quarter of 1999    
improved 20% to $6 million versus $5 million in the first quarter of 1998.      
Segment operating profit margins declined to 8.1% in the first quarter of 1999  
versus 10.6% in the 1998 first quarter. The decline is primarily due to lower   
pricing and integration costs related to acquisition activity in the latter half
of 1998.                                                                        

     Sales for Decorative & Building Products increased for the first quarter of
1999 by 12% to $97 million compared to $87 million in the first quarter of 1998.
These increases were mainly related to the European wallcovering acquisition and
higher volumes in the building systems and decorative laminates businesses,     
which more than offset the decline in sales resulting from the divestiture of   
the residential wallcovering business. Segment operating profit during the first
quarter of 1999 improved 10% to $11 million versus $10 million in the first     
quarter of 1998. Segment operating profit margins were comparable at 11.3% in   
the first quarter of 1999 versus 11.5% for the first quarter of 1998.           

During the quarter, Decorative & Building Products continued its      
integration of the European wallcovering business. Synergies realized from the  
1997 Printworld acquisition have led to significant sales growth in the         
decorative laminates business from new coordinated paper and vinyl product      
lines. Decorative & Building Products has also increased market share across all
of its building systems product lines.                                          

Interest expense allocated from GenCorp increased to $5 million in the
first quarter of 1999 compared to $1 million in the first quarter of 1998. The  
increase in interest expense relates to the increase in GenCorp's debt from     
February 28, 1998 to February 28, 1999 due primarily to the fiscal 1998         
acquisitions.                                                                   

RESULTS OF OPERATIONS FISCAL 1998 COMPARED TO 1997                              

 Total sales for Omnova Solutions increased $76 million, or 14%, to $624
million in 1998 from $548 million in 1997. Total segment operating profit,      
excluding unusual items, in 1998 increased $20 million, or 30% to $86 million in
1998 from $66 million in 1997. Net income was $42 million in 1998 compared to   
$34 million in 1997, a 24% increase.                                            

Sales for Performance Chemicals increased $46 million, or 26%, to $226
million in 1998 from $180 million in 1997. The increase was attributable to the 
recent acquisitions and volume growth in the existing product lines, partially  
offset by a modest decline in pricing. Segment operating profit for Performance 
Chemicals increased by $13 million, or 59%, to $35 million in 1998 from $22     
million in 1997. The increase was also attributable to the                      

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recent acquisitions and volume growth in the existing product lines. Operating  
profit margins for Performance Chemicals increased to 15.5% in 1998 from 12.2%  
in 1997, resulting primarily from lower raw material pricing in 1998.           

    Decorative & Building Products sales increased $30 million, or 8%, to $398
million in 1998 from $368 million in 1997. The increase was primarily           
attributable to sales related to the commercial wallcovering business acquired  
in 1998 and higher sales in the building systems, decorative laminates and      
coated fabrics businesses. Segment operating profit, excluding unusual items,   
increased by $7 million, or 16%, to $51 million in 1998 from $44 million in     
1997. Segment operating profit margins for this segment increased to 12.8% in   
1998 from 12.0% in 1997. These increases were related to the 1998 acquisition   
and the strong performance of building systems, decorative laminates, heat      
transfer and coated fabrics product lines.                                      

 Interest expense allocated from GenCorp increased to $8 million in 1998
compared to $4 million in 1997. The increase in interest expense relates to the 
increase in GenCorp's debt during fiscal 1998 due primarily to the fiscal 1998  
acquisitions.                                                                   

As compared to 1998, other (income) expense was favorably impacted in 
fiscal 1997 by the reimbursement of expenses related to an environmental        
settlement. Omnova Solutions recognized unusual expense of $3 million in 1998   
related to exiting the residential wallcovering business.                       

RESULTS OF OPERATIONS FISCAL 1997 COMPARED TO FISCAL 1996                       

  Total sales for Omnova Solutions increased $42 million, or 8% in 1997 to
$548 million from $506 million in 1996. Total segment operating profit,         
excluding unusual items, in 1997 decreased $4 million or 6% to $66 million in   
1997 from $70 million in 1996. Net income was $34 million in 1997 compared to   
$37 million in 1996, an 8% decrease.                                            

   Sales for Performance Chemicals increased 8% to $180 million in 1997 from
$166 million in 1996. The improvement was primarily due to volume increases     
across paper coating and Lytron(R) product lines. Segment operating profit,     
excluding unusual items, in 1997 was $22 million compared to $25 million in     
1996. Segment operating profit margins declined to 12.2% from 15.1%. The        
decrease was attributable to lower average selling prices and increased raw     
material costs, which were consistent with the industry.                        

   Decorative & Building Products sales increased 8% to $368 million in 1997
from $340 million in 1996. The improvement was primarily due to volume growth in
the commercial wallcovering and roofing product lines, and the acquisition of   
Technographics Inc.'s Printworld business. This increase was partially offset by
sales declines in the residential wallcovering and plastic films businesses.    
Segment operating profit in 1997 was $44 million compared to $45 million in     
1996. Segment operating profit margins were 12.0% in 1997 compared to 13.2% in  
1996. The decrease was attributable to increased raw material costs and start-up
costs related to new product offerings during fiscal 1997.                      

 Interest expense allocated from GenCorp decreased to $4 million in 1997
compared to $8 million in 1996. The decrease in interest expense relates        
primarily to the conversion of GenCorp's $115,000,000 8% Convertible            
Subordinated Debentures Due August 1, 2002 into GenCorp common stock.           

Other (income) expense was favorably impacted in fiscal 1997 by the   
reimbursement of expenses related to an environmental settlement. There were no 
unusual items in 1997 as compared to 1996 when Omnova Solutions recognized      
unusual income of $4 million from the sale of the structural urethane adhesives 
business.                                                                       

FINANCIAL RESOURCES AND CAPITAL SPENDING                                        

FIRST QUARTER 1999 AND 1998                                                 

     Cash flow used in operating activities for the first three months of fiscal
1999 was $3 million as compared to zero in the first three months of 1998. The  
cash flow used by operating activities primarily reflects a higher working      
capital requirement.                                                            

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For the first three months of 1999, $1 million was used for investing 
activities, including the acquisition of the U.S. acrylics emulsion business of 
PolymerLatex for $9 million, consisting of cash of $3 million and a note for $6 
million, and capital expenditures of $7 million, offset by proceeds of $9       
million from the sale of the residential wallcovering business. This is compared
to $3 million used for investing activities in the first three months of 1998,  
which was for capital expenditures.                                             

FISCAL 1998, 1997, AND 1996                                                 

    Cash flow provided by operating activities for fiscal 1998 was $52 million
compared to $57 million in 1997 and $51 million in 1996. Working capital        
requirements for Omnova Solutions have remained relatively constant from        
year-to-year.                                                                   

  In fiscal 1998, $312 million was used for investing activities including
$294 million for acquisitions and capital expenditures of $18 million. The      
acquisitions included Sequa Corporation's specialty chemicals unit for $108     
million, Walker Greenbank's commercial wallcovering business for $112 million   
and The Goodyear Tire & Rubber Company's Calhoun, Georgia latex facility for $74
million. This is compared to $58 million used for investing activities in fiscal
1997, which included the acquisition of Technographics, Inc.'s Printworld       
business for $47 million and capital expenditures of $11 million. Cash flow used
in investing activities during fiscal 1996 was $15 million, which included the  
acquisition of Morton International's Lytron(R) business for $4 million and     
capital expenditures of $15 million, offset by $4 million of proceeds received  
from the sale of the structural urethane adhesives business.                    

    Cash flow provided by financing activities in fiscal 1998 was $264 million
compared to $1 million in 1997 and cash flow used of $36 million in 1996. The   
increase in net transactions with GenCorp during fiscal 1998 was primarily due  
to cash required by Omnova Solutions for its fiscal 1998 acquisitions.          

CAPITAL SPENDING                                                            

 Capital expenditures were made and are planned principally for capacity
expansion and asset replacement, cost reduction, safety and productivity        
improvements and environmental protection. Capital expenditures totaled $7      
million for the first three months of fiscal 1999, and $18 million in 1998, $11 
million in 1997 and $15 million in 1996. Omnova Solutions' total capital        
expenditures in 1999 are currently projected to be approximately $53 million.   
Planned expenditures for 1999 increased significantly due to $10 million of     
planned equipment upgrades and additions in Decorative & Building Products; $8  
million planned for Performance Chemicals' capacity expansion and renovation of 
its pilot plant; and $12 million for planned improvements to recently acquired  
businesses including Sequa Chemicals and Walker Greenbank's commercial          
wallcovering business. Management of Omnova Solutions plans to fund these       
capital expenditures from cash flow from operations and, if necessary, from     
borrowings under its new credit facility.                                       

Based upon current and anticipated levels of operations and plans for 
integrating recent acquisitions, Omnova Solutions believes that its cash flow   
from operations, combined with borrowings that will be available under its new  
credit facility will be sufficient to enable Omnova Solutions to meet its       
current and anticipated cash operating requirements, including scheduled        
interest and principal payments, capital expenditures and working capital needs 
for the next 12 months. However, actual capital requirements may change,        
particularly as a result of any acquisitions which Omnova Solutions may make.   
The ability of Omnova Solutions to meet its current and anticipated operating   
requirements will be dependent upon the future performance of Omnova Solutions  
which, in turn, will be subject to general economic conditions and to financial,
business and other factors, including factors beyond Omnova Solutions' control. 
Depending on the nature, size and timing of future acquisitions, the Company may
be required to raise additional financing. There can be no assurances that      
additional financing will be available to Omnova Solutions on acceptable terms. 
In addition, the tax rules related to the Distribution may limit Omnova         
Solutions' ability for a period of time to fund acquisitions through the        
issuance of equity securities. Substantially all of the debt of Omnova Solutions
will bear interest at variable rates; therefore, its liquidity and financial    
condition is and will continue to be affected by changes in prevailing interest 
rates.                                                                          

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ENVIRONMENTAL MATTERS                                                           

   Omnova Solutions' policy is to conduct its businesses with due regard for
the preservation and protection of the environment. Omnova Solutions devotes    
resources and management attention to environmental matters and actively manages
its ongoing processes to comply with extensive environmental laws and           
regulations.                                                                    

Capital expenditures for projects related to the environment were     
approximately $1 million in each of 1998, 1997 and 1996. Omnova Solutions       
currently forecasts that capital expenditures for environmental projects will   
approximate $2 million in each of 1999 and 2000. During 1998, noncapital        
expenditures for environmental compliance and protection totaled $4 million all 
of which were for recurring costs associated with managing hazardous substances 
and pollution abatement in ongoing operations. Similar noncapital expenditures  
were $3 million in each of 1997 and 1996. It is presently expected that         
noncapital environmental expenditures for the next several years will be        
consistent with historical expenditure levels.                                  

    Management believes, on the basis of presently available information, that
resolution of environmental matters will not materially affect future results of
operation, liquidity, capital resources or the consolidated financial condition 
of Omnova Solutions. See "Risk Factors."                                        

INFORMATION SYSTEMS AND THE YEAR 2000                                           

     Omnova Solutions is currently engaged in a comprehensive project to upgrade
its information, technology, manufacturing and facilities computer hardware and 
software programs to address the Year 2000 issue at its domestic and            
international businesses. Many of Omnova Solutions' systems include new hardware
and updated software packages purchased from established vendors who have       
represented that these systems are Year 2000 ready. Omnova Solutions does not   
have large centralized systems, a factor which Omnova Solutions believes reduces
the risk of a single point of failure having wide-spread impact on Omnova       
Solutions.                                                                      

  As part of this project, Omnova Solutions has formally communicated with
all of its significant suppliers, vendors and large customers to determine the  
extent to which Omnova Solutions is vulnerable to those parties' failures to    
correct their own Year 2000 issues. As of February 28, 1999, Omnova Solutions   
has received approximately 75% of the responses, and those responses generally  
indicate that these parties will be Year 2000 ready.                            

Omnova Solutions has completed an inventory and assessment of its     
information technology systems. Both internal and external resources are being  
utilized to test Omnova Solutions' software for Year 2000 readiness and, where  
necessary, the systems are being remediated through upgrading, replacement or   
reprogramming. Also, Omnova Solutions has completed an inventory and assessment 
of its non-information technology (embedded) systems, prioritizing the impact of
each of these systems on Omnova Solutions' ability to conduct its operations    
and, as necessary, obtaining vendor verification and/or remediation of those    
systems. The process of analyzing, prioritizing, remediating and testing will be
an iterative process until all critical systems are Year 2000 ready.            

The estimated cost for this project is projected to range between $3  
million and $5 million, which is being funded through operating cash flows.     
Omnova Solutions has spent approximately $1 million as of February 28, 1999 on  
this project, most of which has been for internal remediation efforts and       
expects to spend a significant amount of the remaining budget in the second and 
third quarter of 1999. Excluding recent acquisitions, Omnova Solutions believes 
that approximately 70% of its systems are Year 2000 ready as of February 28,    
1999 and the remaining systems will be Year 2000 ready by mid-year 1999. Recent 
acquisitions are targeted for completion by the end of the third quarter of     
1999.                                                                           

Based upon currently available information and considering Omnova     
Solutions' decentralized systems and Year 2000 efforts, management believes that
the most reasonably likely worst case scenario could result in minor short-term 
business interruptions. Omnova Solutions is preparing contingency plans which   
include alternative sourcing to minimize any disruptions to its businesses      
resulting from a vendor or supplier not being Year 2000 ready. However, failure 
by Omnova Solutions and/or vendors and customers to complete Year 2000 readiness
work in a timely manner could have a material adverse effect on certain of      
Omnova Solutions' operations.                                                   

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Omnova Solutions' exposure could increase or its timetable for Year 2000        
readiness could be delayed as a result of any new acquisitions.                 

ADOPTION OF THE EURO                                                            

    Based upon a preliminary evaluation, management believes that the adoption
of the Euro by the European Economic Community will not have a material impact  
on Omnova Solutions' international businesses. Omnova Solutions' foreign        
operations currently are small and each operation conducts the majority of its  
business in a single currency with minimal price variations between countries.  

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                       

Although Omnova Solutions conducts business in foreign countries,     
international operations were not material to Omnova Solutions' consolidated    
financial position, results of operations or cash flows as of February 28, 1999.
Additionally, foreign currency transaction gains and losses were not material to
Omnova Solutions' results of operations for the three months ended February 28, 
1999. While international operations have not been significant in the past,     
Omnova Solutions could be subject to material foreign currency exchange rate    
risk with respect to future operations and cash flows due to Omnova Solutions'  
acquisition of the European wallcovering business in late 1998. To date, Omnova 
Solutions has not entered into any significant foreign currency forward exchange
contracts or other derivative financial instruments to hedge the effects of     
adverse fluctuations in foreign currency exchange rates. Omnova Solutions is    
evaluating the future use of these financial instruments.                       

NEW ACCOUNTING PRONOUNCEMENTS                                                   

  Omnova Solutions adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS 130), as of December 1, 1998, which 
established standards for reporting and displaying comprehensive income and its 
components in the financial statements. The adoption of SFAS 130, which had no  
impact on Omnova Solutions' net income or divisional equity, requires           
translation adjustments to be included in other comprehensive income.           

In June 1997, the Financial Accounting Standards Board (FASB) issued  
Statement No. 131, "Disclosures about Segments of an Enterprise and Related     
Information" (SFAS 131). This statement is required to be adopted in fiscal year
1999. SFAS 131 requires that annual and interim financial and descriptive       
information about reportable operating segments be reported on the same basis   
used internally for evaluating segment performance and the allocation of        
resources. While Omnova Solutions has not yet determined the impact of adopting 
SFAS 131 on its financial statement disclosures, Omnova Solutions does not      
expect any change to its primary financial statements.                          

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which is required to be adopted in fiscal  
year 2001. Because of Omnova Solutions' minimal use of derivatives, management  
does not anticipate that the adoption of this Statement will have a significant 
effect on earnings or the financial position of Omnova Solutions.               

In April 1998, the American Institute of Certified Public Accountants 
(AICPA) issued Statement of Position (SOP) 98-5, "Reporting the Costs of        
Start-up Activities" (SOP 98-5). SOP 98-5 is effective for Omnova Solutions     
beginning on December 1, 1999, and requires that start-up costs capitalized     
prior to December 1, 1999 be written off and any future start-up costs be       
expensed as incurred. Omnova Solutions has no capitalized start-up costs;       
therefore the adoption of SOP 98-5 will not have an effect on the combined      
financial statements.                                                           

In March 1998, the AICPA issued SOP 98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal Use" (SOP 98-1). SOP   
98-1 is effective for Omnova Solutions beginning on December 1, 1999. SOP 98-1  
will require the capitalization of certain costs incurred after the date of     
adoption in connection with developing or obtaining software for internal use.  
Omnova Solutions believes it is in compliance with the standards established by 
SOP 98-1 and that its implementation will not impact Omnova Solutions' future   
earnings or financial position.                                                 

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FORWARD-LOOKING STATEMENTS                                                      

    This proxy statement contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. These statements present      
(without limitation) the expectations, beliefs, plans and objectives of         
management and future financial performance and/or assumptions underlying or    
judgments concerning matters discussed in this document. These discussions and  
any other discussions contained in this proxy statement, except to the extent   
that they contain historical facts, are forward-looking and accordingly involve 
estimates, assumptions, judgments and uncertainties; in particular, this        
pertains to management's comments on financial resources, capital spending and  
the outlook for each of Omnova Solutions' business segments. The outcomes of    
forward-looking statements and material contingencies could differ materially   
from those discussed due to inherent economic risks and changes in prevailing   
governmental policies and regulatory actions. In addition to certain contingency
matters and their respective cautionary statements discussed elsewhere in this  
proxy statement, the Forward-Looking Statements section of this Management's    
Discussion and Analysis indicates some important factors that could cause actual
results or outcomes to differ materially from those addressed in the            
forward-looking statements.                                                     

     Some important factors that could cause Omnova Solutions' actual results or
outcomes to differ from those expressed in its forward-looking statements       
include, but are not limited to, the following:                                 

- General economic trends affecting Omnova Solutions' markets         

    - Governmental and regulatory policies including environmental regulations

- Omnova Solutions' acquisition activities                            

- Raw material prices for chemical feed stocks including polyvinyl    
chloride, styrene and butadiene                                   

- The ability of Omnova Solutions and its customers and vendors to    
 successfully modify and convert their systems to be Year 2000 ready

- Fluctuations in exchange rates of foreign currencies and other risks
associated with foreign operations                                

Additional risk factors may be described from time to time in Omnova  
Solutions' filings with the Securities and Exchange Commission. All of these    
risk factors are difficult to predict, contain material uncertainties that may  
affect actual results and may be beyond Omnova Solutions' control.              

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OMNOVA SOLUTIONS UNAUDITED PRO FORMA CONDENSED COMBINED 

FINANCIAL STATEMENTS

  The following unaudited pro forma condensed combined balance sheet as of
February 28, 1999 and the unaudited pro forma condensed statements of combined  
income for the three months ended February 28, 1999 and for the year ended      
November 30, 1998 give effect to Omnova Solutions as a stand-alone entity. The  
pro forma condensed combined balance sheet is presented as if the Distribution  
had occurred on February 28, 1999, and the pro forma condensed statements of    
combined income are presented as if the Distribution and the 1998 acquisitions  
had occurred as of the beginning of the periods presented. These pro forma      
combined financial statements reflect the anticipated borrowing by Omnova       
Solutions of approximately $188 million and the payment of the borrowings by    
Omnova Solutions to GenCorp in the form of a dividend. The actual amount to be  
borrowed by Omnova Solutions and paid as a dividend to GenCorp will be          
determined at the time of the Distribution. The actual amount will depend, in   
part, on the amount of borrowings by GenCorp at that time. GenCorp's borrowings 
fluctuate throughout its fiscal year. The pro forma information is presented for
illustrative purposes only and is not necessarily indicative of the results that
would have been obtained had the transactions actually occurred on the dates    
assumed, nor is it necessarily indicative of the future combined results of     
operations.                                                                     

 The pro forma condensed combined financial statements should be read in
conjunction with the historical combined financial statements and the related   
notes thereto of Omnova Solutions included in this proxy statement.             

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OMNOVA SOLUTIONS UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET 

FEBRUARY 28, 1999 

                                                        [Enlarge/Download Table]

                                                                                  PRO FORMA        
                                                             HISTORICAL    ------------------------
                                                               OMNOVA                      OMNOVA  
                                                             SOLUTIONS     ADJUSTMENTS    SOLUTIONS
                                                             ----------    -----------    ---------
                                                                     (DOLLARS IN MILLIONS)         
                                                                                                   
ASSETS:                                                                                            
CURRENT ASSETS                                                                                     
Cash and cash equivalents...................................    $  3                        $  3   
Accounts receivable, net....................................     102                         102   
Inventories.................................................      58                          58   
Deferred income taxes.......................................       9                           9   
Prepaid expenses and other..................................       3                           3   
                                                                ----                        ----   
TOTAL CURRENT ASSETS........................................     175                         175   
Prepaid pension.............................................                  $  35(1)        35   
Property, plant and equipment, net..........................     194             13(2)       207   
Goodwill, net...............................................     155                         155   
Patents and other intangible assets, net....................      76                          76   
Other assets................................................       3                           3   
                                                                ----          -----         ----   
TOTAL ASSETS................................................    $603          $  48         $651   
                                                                ====          =====         ====   

LIABILITIES AND DIVISIONAL EQUITY:                                                                 
CURRENT LIABILITIES                                                                                
Notes payable...............................................    $  6                        $  6   
Accounts payable............................................      57                          57   
Accrued payroll and personal property taxes.................       9                           9   
Other current liabilities...................................       6          $   3(1)        25   
                                                                                 16(2)             
                                                                ----          -----         ----   
TOTAL CURRENT LIABILITIES...................................      78             19           97   
Long-term debt..............................................                    188(3)       188   
Postretirement benefits other than pensions.................                     43(1)        43   
Deferred income taxes.......................................      17             (5)(1)       14   
                                                                                  2(2)             
Other liabilities...........................................       9             16(2)        25   
                                                                ----          -----         ----   
TOTAL LIABILITIES...........................................     104            263          367   
DIVISIONAL EQUITY...........................................     499           (215)(4)      284   
                                                                ----          -----         ----   
TOTAL LIABILITIES AND DIVISIONAL EQUITY.....................    $603          $  48         $651   
                                                                ====          =====         ====   

See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet as of February
28, 1999. 
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OMNOVA SOLUTIONS NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

FEBRUARY 28, 1999 

(1) To record the transfer of net pension assets and retiree medical obligations
and related deferred income taxes from GenCorp to Omnova Solutions. The 
estimated prepaid pension asset is attributable to the excess of pension
   assets over liabilities related to Omnova Solutions employees and retirees.
The projected prepaid pension asset of $35 million and retiree medical  
benefit obligations of $46 million were actuarially determined based on 
Omnova Solutions' active and retired participants in the plans and the  
   actuarial assumptions used were consistent with assumptions previously used
by GenCorp. The pension assets were split based on the requirements of  
Section 414(i) of the Internal Revenue Code as prescribed by the Pension
Benefit Guaranty Corporation and other management considerations.       

(2) To record the transfer of certain property, plant and equipment, primarily  
GenCorp's corporate headquarters, related liabilities and deferred taxes
from GenCorp.                                                           

(3) Reflects the anticipated borrowing by Omnova Solutions of approximately $188
  million. The proceeds from the borrowing will be used to pay a dividend to
GenCorp.                                                                

(4) To record the effect on divisional equity of the pro forma adjustments      
referred to in notes (1), (2) and (3) above.                            

                                                                [Download Table]

                                                        (Dollars in millions)
                                                                             
Transfer of prepaid pension(1)......................            $  35        
Transfer of postretirement benefits other than                               
  pensions(1).......................................              (46)       
Transfer of certain property, plant and equipment                            
  and related liabilities(2)........................              (19)       
Deferred income taxes related to (1) and (2)........                3        
Payment of dividend to GenCorp(3)...................             (188)       
                                                                -----        
                                                                $(215)       
                                                                =====        

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OMNOVA SOLUTIONS

UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED INCOME

THREE MONTHS ENDED FEBRUARY 28, 1999

                                                        [Enlarge/Download Table]

                                                                                   PRO FORMA           
                                                           HISTORICAL     ---------------------------- 
                                                             OMNOVA                          OMNOVA    
                                                           SOLUTIONS       ADJUSTMENTS      SOLUTIONS  
                                                          ------------    -------------    ----------- 
                                                          (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) 
                                                                                                       
NET SALES................................................     $171            $   --         $   171   
COSTS AND EXPENSES                                                                                     
Cost of products sold....................................      111                (2)(1)         109   
Selling, general and administrative......................       37                (1)(1)          38   
                                                                                   2(2)                
Depreciation.............................................        5                --               5   
Interest expense.........................................        5                (2)(3)           3   
Other (income) expense, net..............................        2                --               2   
                                                              ----            ------         -------   
                                                               160                (3)            157   
                                                              ----            ------         -------   
INCOME BEFORE INCOME TAXES...............................       11                 3              14   
Income taxes.............................................        4                 1(4)            5   
                                                              ----            ------         -------   
NET INCOME...............................................     $  7            $    2         $     9   
                                                              ====            ======         =======   
PRO FORMA NET INCOME PER SHARE:                                                                        
  Basic..................................................                                    $   .22(6)
  Diluted................................................                                    $   .21(6)
WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS):                                                      
  Basic..................................................                                     41,582   
  Diluted................................................                                     42,034   

See Notes to Unaudited Pro Forma Condensed Statement of Combined Income 
for the Three Months Ended February 28, 1999 and for the Year Ended November 30,
1998. 
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OMNOVA SOLUTIONS

UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED INCOME

YEAR ENDED NOVEMBER 30, 1998

                                                        [Enlarge/Download Table]

                                                                           PRO FORMA                   
                                            HISTORICAL    -------------------------------------------  
                                              OMNOVA                                         OMNOVA    
                                            SOLUTIONS     ADJUSTMENTS    ACQUISITIONS(5)    SOLUTIONS  
                                            ----------    -----------    ---------------    ---------  
                                                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)         
                                                                                                       
NET SALES..................................    $624         $   --            $142           $   766   
COSTS AND EXPENSES                                                                                     
Cost of products sold......................     407             (4)(1)          87               490   
Selling, general and administrative........     117             (4)(1)          36               158   
                                                                 9(2)                                  
Depreciation...............................      18              1(2)            7                26   
Interest expense...........................       8              3(3)           --                11   
Other (income) expense, net................       1             --              --                 1   
Unusual items..............................       3             --              --                 3   
                                               ----         ------            ----           -------   
                                                554              5             130               689   
                                               ----         ------            ----           -------   
INCOME BEFORE INCOME TAXES.................      70             (5)             12                77   
Income taxes (benefit).....................      28             (2)(4)           5                31   
                                               ----         ------            ----           -------   
NET INCOME.................................    $ 42         $   (3)           $  7           $    46   
                                               ====         ======            ====           =======   
PRO FORMA NET INCOME PER SHARE:                                                                        
  Basic....................................                                                  $  1.11(6)
  Diluted..................................                                                  $  1.09(6)
WEIGHTED AVERAGE NUMBER OF SHARES                                                                      
  (IN THOUSANDS):                                                                                      
  Basic....................................                                                   41,468   
  Diluted..................................                                                   42,039   

See Notes to Unaudited Pro Forma Condensed Statement of Combined Income 
for the Three Months Ended February 28, 1999 and for the Year Ended November 30,
1998. 
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OMNOVA SOLUTIONS NOTES TO UNAUDITED PRO FORMA 

CONDENSED STATEMENTS OF COMBINED INCOME 

FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999 AND FOR THE YEAR ENDED NOVEMBER 30,
1998

(1) To record the decrease in pension expense attributable to the transfer of a 
   portion of the excess of the defined benefit pension plans' assets over the
related obligations for Omnova Solutions employees and retirees.        

(2) To transfer corporate costs that will be assumed by Omnova Solutions as a   
result of the Distribution. This adjustment also includes the cost      
associated with the corporate assets and liabilities transferred from   
  GenCorp. After the Distribution, these costs will no longer be incurred by
 New GenCorp. These costs, along with the general and administrative costs
  already allocated to Omnova Solutions in its historical combined financial
statements total approximately $22 million in 1998, which management    
  believes are representative of the annual general and administrative costs
on a stand alone basis.                                                 

(3) To adjust interest expense to the amount computed based on the anticipated  
    borrowing of $188 million as a result of the Distribution. The interest rate
  was 5.6% and 5.8% for the three months ended February 28, 1999 and for the
   year ended November 30, 1998, respectively. The interest rate was primarily
  based on LIBOR plus a margin as specified in GenCorp's credit agreement. A
   quarter point change in the interest rate would result in a $.2 million and
    a $.5 million change in interest expense for the three months ended February
28, 1999 and for the year ended November 30, 1998, respectively.        

(4) To record the estimated income taxes related to the pro forma adjustments   
 referred to in notes (1), (2) and (3) above at an estimated combined U.S.
federal and state income tax rate of 40%.                               

(5) Represents the results of operations of the 1998 acquisitions from the      
beginning of fiscal year 1998 through the dates of acquisition with     
adjustments to reflect the amortization of goodwill and other intangible
amounts together with the related income tax effects at a 40% rate.     

(6) The pro forma earnings per share were calculated based on a one for one     
   share distribution and equivalent stock options being granted to holders of
GenCorp stock options.                                                  

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   BUSINESS OF NEW GENCORP

     Following the Distribution, New GenCorp will consist of Aerojet's aerospace
and defense business, GenCorp's fine chemicals business, and GenCorp's          
automotive Vehicle Sealing business. New GenCorp had pro forma revenues of      
approximately $1 billion for the fiscal year ended November 30, 1998.           
Information regarding revenues, segment operating profit and total assets of the
aerospace and defense segment and the automotive segment is contained in        
GenCorp's Annual Report on Form 10-K for the fiscal year ended November 30,     
1998.                                                                           

New GenCorp's largest business, Aerojet, was founded in 1942 by Dr.   
Theodore Von Karman and initially produced Jet Assisted Take Off (JATO) rockets 
for military aircraft. General Tire & Rubber, GenCorp's predecessor, became     
Aerojet's major investor. In the 1950's and 1960's, Aerojet expanded its product
line to include ballistic missile launch vehicles and spacecraft propulsion.    
Since the 1960's, Aerojet has broadened its product line significantly to       
include satellite payloads, ground systems and weapon systems. GenCorp has also 
expanded its product line to include fine chemicals. The Vehicle Sealing group  
traces its origins to the manufacture of automotive window channels by General  
Tire & Rubber in the 1940's. In 1993, Vehicle Sealing acquired a minority       
interest in Henniges, a German vehicle sealing manufacturer, and in 1994,       
increased its ownership interest to 100%. This acquisition bolstered Vehicle    
Sealing's product line and technological capabilities, and provided a geographic
diversification into the European markets.                                      

   New GenCorp had approximately 7,300 employees at May 31, 1999 at offices,
plants and other facilities located principally in North America and Europe.    

     New GenCorp's principal executive offices will be located at Highway 50 and
Aerojet Road, Rancho Cordova, California 95670. Its telephone number at that    
address will be (916) 355-4000.                                                 

GENERAL                                                                         

 Aerojet plays a leading role in the development and production of space
electronics and smart munitions, as well as solid and liquid rocket propulsion  
systems and related defense products and services. Fine Chemicals supplies      
special intermediates and bulk pharmaceutical chemicals primarily to commercial 
customers. The Vehicle Sealing group is a leading automotive supplier, engaged  
in the development, manufacture, and sale of highly engineered extruded and     
molded rubber sealing systems for vehicle bodies and windows for the automotive 
original equipment manufacturers.                                               

    GenCorp's 1998 revenues included $635 million attributable to Aerojet, $38
million attributable to Fine Chemicals, and $366 million attributable to Vehicle
Sealing, excluding the plastic extrusions division, which was sold on June 30,  
1998.                                                                           

PRODUCTS AND SERVICES                                                           

AEROSPACE AND DEFENSE/FINE CHEMICALS                                        

Satellite Payloads and Electronics                                          

     Aerojet is a leading provider of advanced satellite payloads used in remote
sensing applications. In addition, Aerojet provides ground system hardware as   
well as sophisticated data fusion/processing algorithms, which support the      
overall satellite system. Specific technical expertise involves systems         
integration, infrared and millimeter wave sensors, space flight qualified       
hardware, sensor signal processing, ground processing, data fusion, algorithm   
development, and background signature analysis. Management believes that        
Aerojet's detailed understanding of and responsiveness to customer requirements 
and its ability to support both the ground and space sides of a complex "system 
of systems" provides important competitive advantages in the remote sensing     
marketplace.                                                                    

     Aerojet's major products/contracts include the Space-Based Infrared Systems
(SBIRS) High program, Defense Support Program (DSP), Joint Tactical Ground      
Station (JTAGS), Special Sensor Microwave Imager/ Sounder (SSMIS), and Advanced 
Microwave Sounding Units (AMSU) as well as various classified programs. Although
the business has traditionally focused on customers in the government sector,   
future growth in space-based remote sensing is expected in the commercial       
segment.                                                                        

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Space and Strategic Rocket Propulsion                                       

 Aerojet is a leading producer of both liquid and solid rockets, serving
launch vehicle manufacturing customers across a wide range of applications.     
Aerojet's product portfolio includes large liquid rocket booster engines for    
both expendable and reusable launch vehicles, upper-stage engines as well as    
complete upper-stages, thrusters for satellite applications, large solid rocket 
motors, and integrated propulsion subsystems.                                   

    Major programs include the newly awarded Atlas V Solid Rocket Motor (SRM),
Titan first and second stage liquid engines, Delta II upper stage,              
X-33/VentureStar orbital maneuvering system, all propulsion systems on the      
Kistler Reusable Launch Vehicle (RLV) and the Mark VI Attitude Control system.  
The new Atlas V contract is expected to exceed $500 million in revenues over the
next ten years.                                                                 

     Future growth is forecasted primarily in the commercial launch segment. New
launch vehicle programs utilize various technologies including solid rocket     
motors and liquid rocket engines. Aerojet has capabilities spanning the breadth 
of these technologies and has current programs for both reusable and expendable 
launch vehicles.                                                                

Tactical Weapons                                                            

Aerojet's tactical weapons business focuses on offering advanced, high
value-added, sub-system solutions, rather than more commodity-like missile      
components. This leverages Aerojet's strength in technology and engineering     
excellence, and also is consistent with the major trends in weapon system       
requirements toward precision, reduced collateral damage, and "smart"           
technologies. Sensor technologies including advanced software technologies      
derived from remote sensing has enabled Aerojet to compete in the "smart        
weapons" market through its Sense and Destroy Armor (SADARM) product offering.  
In addition, significant experience in solid rocket motors and related energetic
materials chemistry supports Aerojet's position in missile propulsion and       
advanced missile warheads.                                                      

Aerojet's largest tactical weapons programs include the SADARM product
offering, the Homing All the Way to Kill (HAWK) solid rocket motor, Tube        
Launched Optically Tracked Wire Guided (TOW) missile warheads, Conventional Air 
Launched Cruise Missile (CALCM) warheads, Joint Stand Off Weapon (JSOW) sub-    
munitions, Multi-Purpose Infantry Munitions/Short Range Assault Weapon          
(MPIM/SRAW) and Predator warheads, and the Standard Missile II Block IV dome    
cooling.                                                                        

 In 1999, Aerojet was also awarded the Divert and Control System for the
Raytheon Exo-atmospheric Kill Vehicle (EKV DACS) and also the Attitude Control  
System for the National Missile Defense missile. These contract awards are      
reflective of Aerojet's investment in building technologically differentiated   
positions in high value-added missile sub-systems related to propulsion and     
control.                                                                        

Fine Chemicals                                                              

  Fine Chemicals produces difficult to manufacture regulated chemicals for
major pharmaceutical manufacturers with a special emphasis on chemicals directed
to therapeutic areas such as oncological, anti-viral and anti-inflammatory      
(COX-2) applications. This commercially and operationally separate business     
sector leverages key technologies developed and refined by Aerojet through years
of defense contracting. Management believes that Fine Chemicals' success in this
high growth market is derived from its distinctive competencies in handling high
energy and toxic chemicals, implementing commercial standards and practices and 
operating under common Good Manufacturing Practices (cGMP).                     

 Fine Chemicals' markets are experiencing high growth due in part to the
trend in the pharmaceuticals industry toward greater outsourcing of the         
development and manufacture of pharmaceutical chemicals. Further, major         
pharmaceutical companies are increasingly relying upon suppliers, like Fine     
Chemicals, that possess more integrated capabilities and are able to scale-up   
and rapidly respond to delivery requirements.                                   

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VEHICLE SEALING                                                             

The Vehicle Sealing business designs, manufactures and markets highly 
engineered extruded and molded rubber and plastic products for automotive       
original equipment manufacturers. These products are designed to prevent        
moisture, air and noise from penetrating windows, doors and other vehicle       
openings. North American operations primarily produce extruded rubber profiles  
consisting of a roll-formed steel wire or steel frame surrounded by extruded    
rubber which is cured, cut and molded to meet customer specifications. This     
business supplies products to the North American automotive assemblers for use  
in a wide variety of vehicles including the Ford F-150, Explorer and Ranger; the
General Motors C/K truck, Grand Am, Saturn Z and LS, the Honda Accord and the   
DaimlerChrysler All-Activity Vehicle. The European-based Henniges operations    
design and produce vehicle sealing systems, encapsulated glass, and molded      
rubber parts, specializing in products which dampen and isolate vibrations,     
reduce noise and generally seal automotive components. This business unit       
supplies components to major European automotive original equipment             
manufacturers, including Volkswagen/Audi, Opel, BMW and DaimlerChrysler.        

BUSINESS STRATEGY                                                               

AEROSPACE AND DEFENSE/FINE CHEMICALS                                        

DRIVE INTERNAL GROWTH. Aerojet will leverage its core competencies to 
compete for and secure new program awards in its existing markets. These core   
competencies lie in the design, development and manufacturing of satellite      
sensor payloads, ground systems, software engineering, liquid and solid rocket  
propulsion, advanced missile propulsive control and missile warheads, and high  
energy chemicals. Recent examples of new programs awarded to Aerojet include the
Atlas V Solid Rocket Motor, in the propulsion business, and the Space-Based     
Infrared Systems (SBIRS) High program, in the satellite payloads and electronics
business. Aerojet management believes that there are substantial market         
opportunities to receive new program awards and that Aerojet is well positioned 
to exploit these opportunities.                                                 

     EXPAND LEADERSHIP IN SPACE ELECTRONICS. Aerojet will place special focus on
growing its position in the space electronics market. Aerojet is among a select 
group of companies capable of providing advanced satellite payloads as well as a
broad understanding of total system requirements and architecture. Aerojet plans
to fully exploit its breadth of capabilities, customer relationships, and       
competitive advantages in space electronics to drive growth.                    

  PURSUE OPPORTUNITIES IN COMMERCIAL SPACE. Both long-term and short-term,
Aerojet believes that the commercial space market is poised for significant     
growth. While Aerojet participates in this market primarily through its launch  
vehicle propulsion programs such as the Atlas V SRM and the Kistler RLV,        
Aerojet's strategy is to expand its commercial space position to addressable    
segments of the satellite market, including remote sensing.                     

  GROW AND ENHANCE VALUE OF FINE CHEMICALS. New GenCorp plans to build the
total quality infrastructure, capabilities and capacity necessary to become an  
agile, fully integrated and value-added supplier to leading pharmaceutical      
companies. The fine chemicals industry is expected to grow rapidly as leading   
pharmaceutical companies increasingly outsource the manufacture of high energy  
and toxic chemicals. New GenCorp plans to leverage its expertise in high energy 
and toxic chemicals, as well as its rapid scale-up and manufacturing            
capabilities to continue to aggressively grow the fine chemicals business.      

IMPROVE PROFITABILITY THROUGH OPERATIONAL EXCELLENCE. Aerojet has     
implemented a comprehensive set of productivity improvement programs in close   
coordination with its key customers and suppliers. In order to increase profit  
margins and cost competitiveness, Aerojet will continue to pursue operational   
improvement activities such as Six Sigma, Cycle Time Improvement, Lean and Agile
Manufacturing, Strategic Sourcing and Supply Chain Management. Improving        
Aerojet's efficiency and cost structure will remain a major strategic priority. 

  PURSUE GROWTH THROUGH STRATEGIC MERGERS & ACQUISITIONS. Aerojet plans to
pursue mergers, acquisitions and partnerships that enhance its business position
and market share. Management believes the continued                             

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consolidation of the aerospace/defense industry will create opportunities for   
Aerojet to increase its engineering capabilities, technological base and        
manufacturing scale which will in turn better position Aerojet to receive future
contract awards. Aerojet is currently evaluating a range of transactions and    
partnership opportunities in all of its businesses.                             

VEHICLE SEALING                                                             

   LEVERAGE DESIGN CAPABILITIES. Vehicle Sealing is one of the few suppliers
who can design and produce a "full system" of vehicle sealing products. The     
business works closely with customers to produce highly customized products to  
better suit customers' needs. With three engineering design centers and 100     
professionals in the design group, Vehicle Sealing has substantial design       
capability, which increases customer loyalty.                                   

 AGGRESSIVELY PURSUE INTERNATIONAL OPPORTUNITIES. Recently, many foreign
automotive original equipment manufacturers have begun to open manufacturing    
operations in North and South America. The Vehicle Sealing group is actively    
pursuing new business with these customers. Due to the presence of the Henniges 
operations in Europe, many of these suppliers are also familiar with the North  
American operations. This provides a growth opportunity as production shifts    
from Europe to the Americas. In addition, Vehicle Sealing is pursuing           
international strategic alliances in an effort to support the global expansion  
of its major domestic customers.                                                

   CONTINUOUSLY IMPROVE COST STRUCTURE AND MANUFACTURING EFFICIENCY. Vehicle
Sealing has undertaken a significant program to reduce costs and improve        
manufacturing processes in all of its facilities. New mixing and extrusion      
equipment will increase capacity and reduce scrap losses. Coupled with an       
aggressive focus on high quality engineering, Vehicle Sealing aims to reduce    
costs while improving quality and manufacturing efficiencies.                   

MARKETS AND CUSTOMERS                                                           

Aerojet's largest customer, Lockheed Martin Corporation, accounts for 
approximately 25-30% of Aerojet's total sales, spread across several of Lockheed
Martin's businesses. This situation is reflective of consolidation in the       
aerospace/defense industry and the emergence of a small number of very large    
prime contractors. Lockheed Martin is one of the world's largest                
aerospace/defense companies. Aerojet has cultivated a mutually beneficial       
relationship with Lockheed Martin that has resulted in recent major new contract
awards including the Atlas V Solid Rocket Motor.                                

No other single customer accounts for more than 10% of Aerojet's total
sales, with the remaining base distributed among a variety of corporate and     
government customers. Aerojet's list of customers includes:                     

                                                                [Download Table]
                                    
Lockheed Martin    Kistler Aerospace
Boeing             U.S. Army        
Raytheon           U.S. Air Force   
TRW                NASA             

Vehicle Sealing relies heavily on its core customers, which in North  
America include General Motors, Ford, Mercedes-Benz and Honda. Key customers in 
Europe include Opel, Volkswagen/Audi, Mercedes-Benz and BMW. General Motors and 
Ford combined accounted for approximately 73% of Vehicle Sealing's fiscal 1998  
revenues. A prolonged work stoppage at either General Motors or Ford could      
materially adversely affect New GenCorp's results of operations.                

COMPETITION                                                                     

  Aerojet participates in highly competitive markets, both internationally
and domestically. The basis on which Aerojet competes varies by program. Aerojet
pursues some contracts on its own. Aerojet often teams with others, usually     
prime contractors, on relatively large programs. Aerojet believes that it       
possesses adequate resources to, in general, compete effectively. Aerojet's     
primary competitors include Boeing, Raytheon, TRW, Northrup Grumman, Alliant    
Techsystems, Cordant Technologies and the Pratt & Whitney division of United    
Technologies.                                                                   

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Vehicle Sealing is the second largest manufacturer of vehicle sealing 
systems in North America and a major manufacturer of vehicle sealing systems    
worldwide. Vehicle Sealing focuses on low cost production, leading design and   
engineering, quality and continuous improvement. Vehicle Sealing's emphasis on  
the light truck/SUV segment represents an important opportunity based on this   
segment's strong growth and longer platform lives. Vehicle Sealing primarily    
competes against Standard Products and BTR.                                     

RAW MATERIALS                                                                   

     No single raw material is critical and material to the business position of
Aerojet as a whole. Aerojet uses a number of raw materials that are available   
from a number of sources.                                                       

Vehicle Sealing uses primarily rubber and related products in its     
production process. These materials are generally available from multiple       
sources.                                                                        

RESEARCH AND DEVELOPMENT; PATENTS                                               

 Internal research and development is conducted in a variety of advanced
technology areas all focused toward future direct applications of products      
within areas of Aerojet's core competencies. Expenditures for internal research 
and development typically fall in a range of 2-3% of sales.                     

 Aerojet and Vehicle Sealing own patents, which expire at various times,
relating to their businesses. The loss or expiration of any one or more of them 
would not materially affect the businesses of Aerojet or Vehicle Sealing.       

SEASONALITY                                                                     

    Aerospace/defense revenues and earnings have tended to concentrate to some
degree in the fourth quarter of each year reflecting delivery schedules         
associated with the segment's mix of contracts.                                 

    Vehicle Sealing's revenues and earnings have tended to concentrate to some
degree in the second and fourth quarters of the fiscal year. Vehicle Sealing's  
business is dependent on the state of the North American and Western European   
economies and more specifically, customer vehicle manufacturing and sales. Both 
North America and Western Europe have experienced exceptionally strong vehicle  
build performance throughout the 1990's and are forecasted to remain at         
similarly strong volumes for at least the next 2-4 years.                       

BACKLOG                                                                         

  Aerojet's contract backlog was approximately $1.71 billion as of May 31,
1999, down from $1.77 billion as of May 31, 1998. Funded backlog was $0.61      
billion as of May 31, 1999, down from $0.67 billion as of May 31, 1998.         

EMPLOYEES                                                                       

New GenCorp will employ approximately 7,300 employees after the       
Distribution. Approximately 40% of these employees will be covered by collective
bargaining agreements. Vehicle Sealing experienced a work stoppage at one of its
facilities during fiscal 1998. A prolonged work stoppage at any of New GenCorp's
facilities could materially adversely affect New GenCorp's business and results 
of operations.                                                                  

U.S. GOVERNMENT CONTRACTING AND REGULATIONS                                     

Aerojet derives a substantial portion of its sales through government 
contracting, and consequently, Aerojet is subject to complex and extensive U.S. 
Government procurement laws and regulations. These laws and regulations provide 
for ongoing audits and reviews of contract procurement, performance, and        
administration. Aerojet's failure to comply, even inadvertently, with these laws
and regulations and the laws governing the export of controlled products and    
commodities could subject Aerojet or one or more of its businesses to civil and 
criminal penalties and, under certain circumstances, suspension and debarment   
from future government contracts and exporting of products for a specified      
period of time.                                                                 

Aerojet's U.S. Government sales accounted for $596 million in 1998.   

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ENVIRONMENTAL AND SAFETY MATTERS                                                

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

The nature of environmental investigation and cleanup activities often
makes it difficult to determine the timing and amount of any estimated future   
costs that may be required for remedial measures. However, New GenCorp reviews  
these matters and accrues for costs associated with the remediation of          
environmental pollution when it becomes probable that a liability has been      
incurred and the amount of the liability (usually based upon proportionate      
sharing) can be reasonably estimated.                                           

     Pursuant to U.S. Government agreements or regulations, Aerojet will recover
a substantial portion of its environmental remediation costs through the        
establishment of prices of products and services sold to the U.S. Government.   
With the exception of applicable amounts representing current assets and        
liabilities, recoverable amounts and accrued costs are included in other assets 
and other long-term liabilities.                                                

    The effect of resolution of environmental matters on results of operations
cannot be predicted due to the uncertainty concerning both the amount and timing
of future expenditures and future results of operations. However, management    
believes, on the basis of presently available information, that resolution of   
these matters will not materially affect liquidity, capital resources or the    
consolidated financial condition of New GenCorp. New GenCorp will continue its  
efforts to mitigate past and future costs through pursuit of claims for         
insurance coverage and continued investigation of new and more cost effective   
remediation alternatives and associated technologies. For additional discussion 
of environmental matters, you should read GenCorp's filings under the Exchange  
Act that are incorporated herein by reference.                                  

     In the course of normal operations and the manufacture of certain products,
both Aerojet and Fine Chemicals utilize chemicals with properties that require  
special handling to mitigate the risk of a mishap, such as inadvertent release  
or explosion. These chemicals therefore have potential to cause injury or loss  
of life. However, as one of the leading producers of solid rockets, warheads,   
and military grade high explosives, New GenCorp has more than 50 years          
experience in the safe and proper handling of such materials. This expertise is,
in fact, one of New GenCorp's distinctive core competencies, and one that has   
enabled growth in rocket propulsion as well as regulated pharmaceutical fine    
chemicals. Safety precautions and procedures are well developed, meet or exceed 
industry standards, and comply with strict government regulations. In the case  
of Fine Chemicals, growth is managed with recognition of these risks.           

LEGAL PROCEEDINGS                                                               

For information regarding legal proceedings, you should read GenCorp's
filings under the Exchange Act that are incorporated herein by reference.       

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PROPERTIES                                                                      

 Significant operating, manufacturing, research, design and/or marketing
facilities of New GenCorp are set forth below.                                  

CORPORATE HEADQUARTERS AFTER THE DISTRIBUTION:                        

GenCorp Inc.                                                    
Highway 50 and Aerojet Road                                     
Rancho Cordova, CA 95670                                        
916/355-4000                                                    

AEROSPACE AND DEFENSE/FINE CHEMICALS:                                 

                                                                [Download Table]

Design/Manufacturing Facilities:           Marketing/Sales Offices:
                                                                   
Azusa, CA                              *Colorado Springs, CO       
*Boulder, CO                           *Geneva, Switzerland        
Jonesborough, TN                       *Huntsville, AL             
Sacramento, CA                         *Mt. Arlington, NJ          
*Socorro, NM                           *Tokyo, Japan               
                                       *Tucson, AZ                 
                                       *Washington, DC             

AUTOMOTIVE:                                                           

                                                                [Download Table]
                                                                             
Vehicle Sealing       Manufacturing Facilities:  Sales/Marketing/Design      
P. O. Box 9067                                   and Engineering Facilities: 
Farmington Hills, MI  Batesville, AR                                         
48333-9067            *Berger, MO                *Campinas, Sao Paulo, Brazil
248/553-5300          HENNIGES, Rehburg,         Farmington Hills, MI        
                      Germany and Ballina,       Fort Wayne, IN              
                      Ireland                    HENNIGES, Rehburg, Germany  
                      Marion, IN                 Wabash, IN                  
                      Wabash, IN                                             
                      Welland, Ontario, Canada                               

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

* An asterisk next to a facility listed above indicates that it is a leased     
property.                                                                   

   In addition, New GenCorp owns and leases properties (primarily machinery,
warehouse and office facilities) in various regions of the country for use in   
the ordinary course of business.                                                

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BUSINESS OF OMNOVA SOLUTIONS

Following the Distribution, Omnova Solutions will operate two business
segments, Performance Chemicals and Decorative & Building Products. Omnova      
Solutions had pro forma revenues of approximately $766 million for the fiscal   
year ended November 30, 1998. Information regarding revenues, operating profits 
and assets attributable to the two segments are contained in Omnova Solutions'  
audited and unaudited combined financial statements included in this proxy      
statement.                                                                      

    The Performance Chemicals business was founded in 1952 as a segment of The
General Tire & Rubber Company, focusing primarily on the manufacture of latex,  
an emulsion polymer, for the paper industry and tire cord adhesives in its      
Mogadore, Ohio facility. During the 1960's, the segment began expanding its     
product lines for the paper and carpet industries, and in 1993 opened a latex   
plant in Green Bay, Wisconsin to better serve the needs of its paper customers  
in the Upper Midwest. The Decorative & Building Products segment began in 1945  
when The General Tire & Rubber Company, GenCorp's predecessor, purchased the    
Jeannette, Pennsylvania coated fabric facility from the Pennsylvania Rubber     
Company. In 1963 the Company built a production facility in Columbus,           
Mississippi to increase its capacity and product offering in coated fabrics.    

     Since the early 1990's, GenCorp has aggressively grown both businesses. For
Performance Chemicals, the 1996 acquisition of Morton International's Lytron(R) 
plastic pigment latex product line broadened offerings to the paper industry.   
The 1998 acquisition of Goodyear's Calhoun, Georgia latex facility provided     
additional manufacturing capacity, a strong presence in the southeast and an    
expanded customer base. Performance Chemicals also acquired Sequa Chemical's    
U.S. specialty chemicals business in 1998, gaining manufacturing facilities in  
Chester, South Carolina and Greensboro, North Carolina. This acquisition        
expanded existing emulsion polymer market positions and provided entry into new 
related specialty chemical markets. The 1999 acquisition of PolymerLatex's U.S. 
acrylics business in Fitchburg, Massachusetts provided a key northeast location 
while strengthening and diversifying served markets in acrylic emulsions and    
other specialty chemicals. The most recent 1999 acquisition of Morton           
International's global latex floor care business has provided Performance       
Chemicals with a new and highly complementary product line and new customers,   
based on existing technology. Performance Chemicals holds a strong number two   
market position in the styrene butadiene latex industry. The number of          
Performance Chemicals facilities has grown from two to six in the past few      
years, with estimated available served markets growing from $1 billion to $3.5  
billion.                                                                        

Decorative & Building Products expanded its commercial wallcovering   
capabilities in 1991 through the acquisition of Canadian General Towers'        
commercial wallcovering business. Today, with the recent acquisition of Walker  
Greenbank's U.K.-based Muraspec and Brymor commercial wallcovering businesses,  
Decorative & Building Products has grown to be the worldwide leader in this     
market. Brymor provides a European manufacturing base. Muraspec, a distribution 
business with sales offices throughout the U.K. and Europe, serves as a key     
European distribution platform from which to market commercial wallcoverings and
other decorative and building products. GenCorp acquired Goodyear's Reneer Films
Division in 1993, increasing vinyl film and decorative laminate capability for  
the Decorative & Building Products business and elevating its market position in
vinyl woodgrain laminates to number one in North America. In 1997, Decorative & 
Building Products acquired the Printworld business of Technographics, Inc.,     
adding paper laminates to its vinyl laminate portfolio and gaining entry into   
the transfer printing market for furnishings and apparel.                       

    Omnova Solutions had approximately 2,600 employees at May 31, 1999 located
at offices, plants and other facilities located principally throughout the      
United States and the United Kingdom.                                           

Omnova Solutions has been, and will be until the date of the special  
dividend contemplated by the Distribution, a wholly owned subsidiary of GenCorp.
Omnova Solutions' principal executive offices are located at 175 Ghent Road,    
Fairlawn, Ohio 44333. Its telephone number at that address is (330) 869-4200.   

GENERAL                                                                         

Omnova Solutions develops, manufactures and markets emulsion polymers,
specialty chemicals and decorative and building products for a variety of       
industrial, commercial and consumer markets. The Performance Chemicals unit's   
broad range of emulsion polymers and specialty chemicals are used as coatings,  
binders,                                                                        

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adhesives, and additives for paper, carpet, textile and various other           
industries. Decorative & Building Products designs, manufactures and markets a  
comprehensive line of polyvinyl chloride and paper-based decorative and         
performance-enhancing surface products including wallcovering, coated fabrics,  
vinyl woodgrain and paper laminates and graphic arts and industrial films, as   
well as membrane systems for roofing. Markets served include furniture,         
transportation, construction, remodeling, interior decorating and graphic arts. 

Of Omnova Solutions' 1998 historical revenues, approximately 36% were 
derived from the Performance Chemicals business and 64% from the Decorative &   
Building Products business.                                                     

PRODUCTS AND SERVICES                                                           

PERFORMANCE CHEMICALS                                                       

  Performance Chemicals manufactures a broad line of emulsion polymers and
specialty chemicals for use in the paper, carpet, textile, nonwoven,            
construction, coatings, adhesive and tire cord industries. Performance          
Chemicals' products for the paper industry improve the strength, gloss and      
printability of its customers' products. These products are primarily used in   
the manufacture of coated papers for applications such as magazines, photo      
papers and office forms. Latex formulations are also used to provide these same 
characteristics to paperboard packaging for food and household products. The    
business is also a leading producer of styrene butadiene latex for use as carpet
backing adhesive, which secures carpet fibers to backing materials. Through the 
1998 acquisition of Sequa Chemicals, Performance Chemicals significantly        
expanded its product line breadth to include specialty wet end formulations such
as opacifiers, lubricants and insolubilizers used in paper manufacturing. The   
acquisition significantly expanded total product offerings to paper customers   
and enabled Performance Chemicals to generate significant synergies through     
consolidated purchasing of acrylic monomers, cross selling of textile and carpet
chemicals and enhanced applications development. Additionally, the acquisition  
added a diverse line of textile processing, coating and finishing chemicals that
provide water, stain and oil repellency and permanent press properties to       
natural and synthetic textile fibers for apparel, home furnishings and          
upholstery.                                                                     

Performance Chemicals' product portfolio includes a growing specialty 
segment that provides resins, binders, coatings, adhesives and saturants to a   
broad variety of markets that include nonwoven, graphic arts, industrial        
coatings and construction. These products provide greater strength, improved    
processing ability and enhanced appearance for customer products.               

With a strong number two position in the latex industry, Performance  
Chemicals is recognized in all of its markets for its core capabilities in      
polymer technology, its ability to rapidly develop highly customized products   
and its ability to provide innovative, cost effective customer solutions.       

DECORATIVE & BUILDING PRODUCTS                                              

Decorative & Building Products is a leading supplier of decorative    
surfacing laminates for wood and metal applications and holds the number one    
North American position in woodgrain laminates. Decorative laminate products are
manufactured utilizing vinyls, lightweight papers and foils. Unique ultraviolet 
(UV) and electronic beam (EB) coatings provide scratch, stain and UV resistance.
In addition, Decorative & Building Products has further differentiated itself in
the decorative laminate market as a single source supplier of integrated vinyl  
and paper laminate designs for the furniture and cabinet industries, building an
extensive library of patterns, designs and textures and developing rapid        
make-to-order production capabilities. Important markets for these products     
include furniture, kitchen cabinets, manufactured housing, flooring laminates,  
consumer electronics and wrapped wood components. In particular, the growing    
ready-to-assemble furniture market provides an attractive market for Omnova     
Solutions' unique decorative laminates product offerings. Double polished clear 
vinyl films for the graphic arts, office products and stationery markets are    
also produced.                                                                  

Decorative & Building Products is the leading global manufacturer of  
wallcoverings for the commercial market. Its product line includes a broad range
of fabric-backed vinyl and paper-backed vinyl wallcovering designs. Its industry
leading styling and design library covers a broad range of styles, patterns,    
textures, and colors, ranging from traditional to contemporary designs.         
Additionally, Decorative & Building Products has built its leading position in  
the commercial wallcoverings market by leveraging its reputation for product    
durability and quality, global distribution network, extensive emboss and print 
roll library, long-term customer relation-                                      
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ships, and integrated manufacturing/distribution/sourcing value proposition.    
Well-known brands include Bolta(R), Essex(R), Genon(R), Lanark(R), Tower(TM) and
X-Quest(R) in North America and Muralon and Muraspec in Europe. Key end user    
markets include the hospitality, healthcare, commercial office and retail       
industries.                                                                     

  Decorative & Building Products is the leading North American supplier of
vinyl coated fabrics and urethane fabrics for contract and residential home     
furnishings, transportation seating and marine applications as well as a variety
of other industrial and commercial end use markets. Its coated fabrics are      
durable, stain resistant and cost effective alternatives and complements to     
leather and textile coverings. Competitive advantages in the coated fabric      
industry are leveraged through creative design and styling capabilities,        
performance enhancing coatings, innovative technical support programs, leading  
brand names and established distribution channels.                              

Decorative & Building Products is also a leading North American       
manufacturer and marketer of single-ply roofing membrane systems for the        
commercial and industrial roofing market. Selling under the Genflex(TM) brand   
name, it is the only North American single-ply roofing supplier that offers all 
three single-ply roofing systems, EPDM, TPO and PVC. This allows for a tailored 
solution for each type of roofing application requirement. Through the          
introduction of innovative products, Decorative & Building Products has         
developed programs that reduce the time and cost of installation.               

Through its Printworld operations, Decorative & Building Products     
manufactures heat transfer prints on paper used to decorate apparel and home    
furnishings. Heat transfer printing is an innovative, unique process for        
printing intricate patterns on natural and synthetic fabrics that can be used   
widely in the home furnishing, commercial furnishing and apparel industries.    

    Decorative & Building Products has established leading market positions in
all of its product categories by utilizing the Company's core competencies in   
design, compounding, calendering, printing, embossing and coating. Given similar
core competencies and base technology requirements, the business is able to     
leverage its investments in manufacturing, process and design improvement across
this broad set of product lines and benefit from economies of scale. In         
addition, its broad offering of decorative and building products uniquely       
positions it to provide integrated decorative solutions for its customers.      

BUSINESS STRATEGY                                                               

  ORGANIC GROWTH BY PROVIDING TOTAL SOLUTIONS. Omnova Solutions intends to
grow organically by developing long-term customer relationships and positioning 
itself as the preferred total solutions partner. Omnova Solutions' strategy is  
to avoid commodity market segments and focus on products that are highly        
customized to meet specific customer requirements. These relationships have     
enabled Omnova Solutions to develop innovative products that provide superior   
functional performance, higher decorative content, and more efficient, lower    
cost production processes to meet customers' specific application needs and     
enhance the value of their products. For example, new roofing system            
developments have provided significant benefits to contractors and building     
owners by substantially reducing installation time and labor costs.             

    PURSUE GROWTH THROUGH STRATEGIC ACQUISITIONS. Omnova Solutions' businesses
have achieved significant growth through acquisitions of companies that build on
existing markets and core product and process technologies. Omnova Solutions    
plans to continue to pursue acquisitions, strategic partnerships and joint      
ventures in the future, targeting technologies and products in high growth      
markets that are strategically related to its existing product portfolio,       
customer base and markets.                                                      

   LEVERAGE CORE COMPETENCIES ACROSS BUSINESSES. Omnova Solutions' expertise
in high performance polymer-based chemistries, the design and development of    
customized product applications and polymer processing capabilities are shared  
across its business units and provide a unique and differentiating competitive  
advantage. Performance Chemicals and Decorative & Building Products have        
identified common growth platforms to capitalize on these technology linkages.  
For example, Performance Chemicals has pursued the development and              
commercialization of new polymer and specialty chemical additives to meet the   
needs of its broadening market portfolio. These new formulations in advanced    
coatings, inks and adhesives are beginning to be leveraged in the Decorative &  
Building Products segment to enhance the performance of a number of its         

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products. Omnova Solutions' aligned growth strategy targets opportunities for   
both businesses to team as customers or suppliers in the paper, textile, carpet,
furniture and construction industries.                                          

EXPAND STRONG RESEARCH AND DESIGN CAPABILITIES. Omnova Solutions is an
industry leader in research and development, as well as styling and design      
capabilities. The Performance Chemicals segment has recently made a major       
investment in a new high speed pilot paper coater, which will be used to        
accelerate Omnova Solutions' development and commercialization of new coating   
technologies in its core markets. Omnova Solutions started construction of a new
pilot plant in 1998, which will support Omnova Solutions' new product           
development and customer qualifications efforts. The Decorative & Building      
Products segment maintains design centers in Salem, New Hampshire, New York and 
Hertfordshire, England where designers combine traditional design techniques    
with state-of-the-art computer aided design equipment to create unique designs  
for incorporation across Omnova Solutions' decorative product spectrum. Omnova  
Solutions continues to strengthen its design capability through investments in  
digital archiving of designs and digital sampling. In addition, the business has
increased its focus on technology and new product development to provide        
differentiated value-added products to customers.                               

  INCREASE TECHNOLOGY LINKAGES. Through increasing technology linkages and
materials utilization between the two segments, Omnova Solutions can            
aggressively pursue the development and commercialization of new polymers as    
well as the function and performance of its decorative coatings. These technical
and materials synergies allow Performance Chemicals and Decorative & Building   
Products to target and expand key markets. Technological linkages, purchasing,  
marketing and sales economies, and manufacturing economies will enable more cost
effective development of new products and will increase the effectiveness of    
cost reduction initiatives at Omnova Solutions. For example, the Omnova         
Solutions business units have a powerful collective knowledge base in paper,    
nonwovens, textiles, printing technology, ink systems and performance coatings, 
and the chemicals application skills to supply advantaged products for these    
applications.                                                                   

 BROADEN INTERNATIONAL OPERATIONS. Omnova Solutions plans to continue to
increase its global supply capabilities and the markets it serves. For example, 
the recent acquisition of the Brymor and Muraspec U.K.-based commercial         
wallcovering business provided a European manufacturing, design and distribution
platform for the Decorative & Building Products segment. The Company is         
committed to continuing to expand its international presence through a continued
aggressive acquisition, joint venture and alliance strategy.                    

IMPROVE PROFITABILITY THROUGH OPERATIONAL EXCELLENCE                  
INITIATIVES. Operational excellence processes including Six Sigma quality,      
supply chain management and high performance workplace initiatives are utilized 
throughout Omnova Solutions' businesses. Omnova Solutions plans to continue to  
focus on operational excellence initiatives across the supply chain to drive    
improvements in productivity, quality cost and safety.                          

MARKETS AND CUSTOMERS                                                           

  Management believes that Performance Chemicals is a market leader in its
targeted product categories. The polymer and chemical coating and binding       
markets are highly competitive based on price, quality, customer service,       
product performance and innovations. Performance Chemicals is the leading       
quality producer for latex in the paper industry. Several customers generate    
more than 10% of Performance Chemicals total revenues. These customers include  
industry leaders such as Champion, Shaw and Consolidated.                       

    Management believes that Decorative & Building Products is a market leader
in its targeted product categories. Decorative & Building Products markets are  
competitive based on decorative content, enhanced performance characteristics,  
price, quality, customer service, brand name recognition and reputation.        
Decorative & Building Products markets its products under numerous brand names  
to different industries. Major customers of this unit are Steelcase, Bradco and 
Ashley Furniture.                                                               

DISTRIBUTION METHODS                                                            

   Methods of distribution used by Omnova Solutions vary widely depending on
the nature of the products and the industry or market served. Products are sold 
either directly or through distributors.                                        

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COMPETITION                                                                     

     Performance Chemicals competes with several large global chemical companies
including Dow, BASF and Rohm & Haas, some of which produce rather than buy major
raw materials. Performance Chemicals also competes with small to mid-sized U.S. 
focused suppliers of specialty chemicals including B.F. Goodrich, National      
Starch, S. C. Johnson Polymers and Morton International. Depending on the       
products involved and markets served, the basis of competition varies from      
price, quality, customer and technical service, product performance and         
innovation, and industry recognition. Overall, Performance Chemicals regards its
products to be competitive in its major markets and believes that it holds      
leading or strong number two positions in several North American markets        
including paper coatings, styrene butadiene latex carpet backing binders,       
textile permanent press resins, nonwoven binders, paper tape release coatings   
and saturants, and tire cord adhesives.                                         

     Decorative & Building Products competes in its served markets with numerous
competitors, many of which are smaller and privately-owned. Key competitors in  
each product group include:                                                     

  - Commercial Wallcovering -- RJF International, Fidelity, Paint Systems;

- Coated Fabrics -- Haartz and Uniroyal;                              

- Decorative Laminates -- Chiyoda, Dai Nippon and Toppan;             

- Building Systems -- Carlisle, Firestone, and Manville; and          

- Heat Transfer Printing -- Miroglio, Sublistatic, and Transfertex.   

INTELLECTUAL PROPERTY                                                           

   Omnova Solutions regards its patents, copyrights, trademarks, and similar
intellectual property as important to its success and relies upon patent,       
copyright and trademark laws, as well as confidentiality agreements with its    
employees and others, to protect its rights. Omnova Solutions pursues patents   
for important developments and the registration of its important copyrights and 
trademarks in the United States and, depending upon use, in other countries.    

  Omnova Solutions may be subject to claims of alleged infringement of the
patents, trademarks and other intellectual property rights of third parties from
time to time in the ordinary course of business. Omnova Solutions does not      
believe that these legal proceedings or claims are likely to have, individually 
or in the aggregate, a material adverse effect on Omnova Solutions' business,   
financial condition or results of operations.                                   

RAW MATERIALS                                                                   

Performance Chemicals utilizes a variety of raw materials, primarily  
monomers, in the manufacture of its products, all of which are generally        
available from several qualified suppliers. Monomer costs are a major component 
of the emulsion polymers produced by the business. Although Performance         
Chemicals has enjoyed low and stable monomer pricing over the past several      
years, any significant cost increases in the future would adversely impact      
Omnova Solutions' profitability. The monomers used include styrene, butadiene,  
acrylonitrile, hydroxyethyl acrylate, vinylpyridine, vinylidiene chloride,      
acrylic acid, methacrylic acid, itaconic acid, vinyl acetate, butyl acrylate,   
ethyl acrylate, methyl methacrylate, acrylamide, n-methyol methacrylamide,      
acrylamide, and hydroxyethyl methacrylate.                                      

 Decorative & Building Products also utilizes a variety of raw materials
which are generally available from multiple suppliers. Key raw materials include
polyvinyl chloride resins, textiles, plasticizers, paper, and titanium dioxide. 
Textiles and polyvinyl chloride resins represent approximately 47% of total raw 
materials purchased on a dollar basis.                                          

EMPLOYEES                                                                       

Omnova Solutions will employ approximately 2,600 employees after the  
Distribution. Approximately 28% of these employees will be covered by collective
bargaining agreements. One of these agreements, covering approximately 22% of   
Omnova Solutions' covered employees, will expire within the next 12 months. A   

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prolonged work stoppage at any of Omnova Solutions' facilities could materially 
adversely affect Omnova Solutions' business and results of operations.          

LEGAL PROCEEDINGS                                                               

Omnova Solutions is subject to various legal actions, governmental    
investigations, and proceedings relating to a wide range of matters. In the     
opinion of management, after reviewing the information which is currently       
available with respect to these matters and consulting with counsel, any        
liability which may ultimately be incurred with respect to these matters will   
not materially affect the consolidated financial condition of Omnova Solutions. 
The effect of resolution of these matters on results of operations cannot be    
predicted because any effect depends on both future results of operations and   
the amount and timing of the resolution of these matters.                       

PROPERTIES OF OMNOVA SOLUTIONS                                                  

 Significant operating, manufacturing, research, design and/or sales and
marketing facilities of Omnova Solutions are set forth below.                   

CORPORATE HEADQUARTERS AFTER THE DISTRIBUTION:                              

                                                                [Download Table]
                                                                              

Omnova Solutions                               *Omnova Solutions Overseas     
175 Ghent Road                                 545 Orchard Road               
Fairlawn, OH 44333-3300                        #09-05 Far East Shopping Centre
330/869-4200                                   Singapore 238882               
                                               (65) 733-7080                  
Technology Center                                                             
2990 Gilchrist Road                                                           
Akron, OH 44305-4489                                                          
330/794-6300                                                                  

PERFORMANCE CHEMICALS:                                                      

                                                                [Download Table]
                                                                    
Headquarters:            Sales/Manufacturing/Technical/Distribution:
165 S. Cleveland Avenue  Akron, OH                                  
Mogadore, OH 44260-1593  Calhoun, GA                                
330/628-6550             Chester, SC                                
                         *Dalton, GA                                
                         Fitchburg, MA                              
                         Green Bay, WI                              
                         Greensboro, NC                             
                         Mogadore, OH                               

DECORATIVE & BUILDING PRODUCTS:                                             

                                                                [Download Table]
                                                                           
                                                    Sales/Marketing/Design/
Headquarters             Manufacturing Facilities:  Distribution:          
175 Ghent Road           Auburn, PA                 *Asnieres, France      
Fairlawn, OH 44333-3300  Columbus, MS               *Brussels, Belgium     
330/869-4200             Jeannette, PA              *Charlotte, NC         
                         Kent, England              Herfordshire, England  
                         Monroe, NC                 *Jebei Ali, Dubai, UAE 
                                                    *Maumee, OH            
                                                    *New York, NY          
                                                    *Paris, France         
                                                    *Pine Brook, NJ        
                                                    Salem, NH              

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

* An asterisk next to a facility listed above indicates that it is a leased     
property.                                                                   

In addition, Omnova Solutions owns and leases properties (primarily   
machinery, warehouse and office facilities) in various regions of the country   
for use in the ordinary course of business.                                     

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HOLDERS OF GENCORP COMMON STOCK 

The following table sets forth information regarding the beneficial   
ownership of GenCorp common stock as of May 31, 1999 by (1) each person known to
GenCorp who beneficially owns more than 5% of the outstanding GenCorp common    
stock; (2) each of the persons who currently serves as a director of GenCorp;   
(3) each of the executive officers listed on the Summary Compensation Table     
incorporated by reference into GenCorp's Form 10-K for the fiscal year ended    
November 30, 1998; and (4) all GenCorp directors and executive officers as a    
group.                                                                          

                                                        [Enlarge/Download Table]

                   BENEFICIAL OWNER                    SHARES BENEFICIALLY OWNED  PERCENT OF CLASS
                   ----------------                    -------------------------  ----------------
                                                                                                  
GenCorp employee savings plans........................           5,789,750               13.86%(1)
  175 Ghent Road                                                                                  
  Fairlawn, OH 44333                                                                              
FMR Corp..............................................           4,406,173               10.55%(2)
  82 Devonshire Street                                                                            
  Boston, MA 02109                                                                                
Mario J. Gabelli/Gabelli Funds Inc....................           3,217,875                7.70%(3)
  One Corporate Center                                                                            
  Rye, NY 10580                                                                                   
Franklin Resources, Inc...............................           2,739,300                6.56%(4)
  777 Mariners Island Boulevard                                                                   
  San Mateo, CA 94404                                                                             
The Prudential Insurance Company of America...........           2,176,745                5.21%(5)
  Prudential Plaza                                                                                
  Newark, NJ 07102                                                                                
Merrill Lynch & Co. Inc...............................           2,877,566                6.89%(6)
  World Financial Center, North Tower                                                             
  250 Vesey Street                                                                                
  New York, NY 10381                                                                              
Edward P. Campbell....................................               1,250                   *    
J. Gary Cooper........................................                 873                   *    
Charles A. Corry......................................               3,150                   *    
William K. Hall.......................................               3,797                   *    
Robert K. Jaedicke....................................               2,020                   *    
Diane E. McGarry......................................               1,827                   *    
James M. Osterhoff....................................               4,579(7)                *    
Steven W. Percy.......................................               1,084                   *    
R. Byron Pipes........................................               2,034                   *    
D. Michael Steuert....................................             157,805(8)(9)             *    
John B. Yasinsky......................................             590,473(8)(9)          1.40%   
Robert A. Wolfe.......................................              67,160(8)(9)             *    
Nathaniel J. Mass.....................................             116,868(8)(9)             *    
Kevin M. McMullen.....................................              91,557(8)(9)             *    
All directors and executive officers as a group.......           1,330,323(8)(9)          3.11%   

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

* Less than one percent.                                                        

(1) Shares held at May 31, 1999 by the trustee for the plans, Mellon Bank,      
  included 471,156 shares held for the GenCorp Profit Sharing Retirement and
Savings Plan, and 5,318,594 shares held for the GenCorp Retirement      

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Savings Plan. Shares are voted by the Trustee in accordance with the            
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 may be voted by the Trustee in accordance with instructions given
   by the Benefits Management Committee for the plans. The Benefits Management
 Committee presently consists of four persons, all of whom are officers of
GenCorp.                                                                

(2) FMR reported that it had sole power to vote 380,600 shares, sole dispositive
  power with respect to 4,173,900 shares and no shared voting or dispositive
 power in Amendment No. 4 to Schedule 13G dated February 1, 1999 and filed
with the Securities and Exchange Commission.                            

(3) Mario J. Gabelli, directly as to 2,625 shares and through and shared with   
   various entities within Gabelli Funds Inc. as to the balance of the shares,
   has investment discretion with respect to all shares, sole voting authority
with respect to 3,202,875 shares and no voting authority with respect to
  15,000 shares, according to Amendment No. 26 to Schedule 13D dated January
8, 1998 and filed with the Securities and Exchange Commission.          

(4) Franklin Resources, Inc. reports sole voting and dispositive authority for  
2,020,600 shares held by Franklin Mutual Advisers, Inc., sole voting and
dispositive authority for 641,000 shares held by Templeton Investment   
   Counsel, Inc., and sole voting and dispositive power for 77,700 shares held
by Templeton Management Limited in amendment No. 1 to Schedule 13G dated
January 22, 1999 and filed with the Securities and Exchange Commission. 

(5) Prudential reported that it had sole voting and dispositive authority with  
    respect to 1,490,700 shares and shared voting and dispositive authority with
  respect to 686,045 shares in Amendment No. 4 to Schedule 13G dated January
26, 1999 and filed with the Securities and Exchange Commission.         

(6) Merrill Lynch & Co., Inc., reported on behalf of Merrill Lynch Asset        
Management Group having shared voting power and shared dispositive power
   with respect to 2,877,566 shares and no sole voting or dispositive power in
Schedule 13G dated February 4, 1999 and filed with the Securities and   
Exchange Commission.                                                    

(7) Includes 4,351 shares held indirectly through the James M. Osterhoff trust. 

(8) Includes shares subject to stock options which may be exercised within 60   
  days of May 31, 1999 as follows: Mr. Steuert, 28,500 shares; Mr. Yasinsky,
490,300 shares; Mr. Wolfe, 48,750 shares; Mr. Mass, 107,500 shares; Mr. 
McMullen, 85,000 shares; and all directors and executive officers as a  
    group, 997,400 shares. Nonemployee directors do not participate in GenCorp's
existing stock option plan. Mr. Steuert, however, continues to hold     
  exercisable options to purchase 28,500 shares as a result of option grants
made in 1993, 1997 and 1998 while he was an employee of GenCorp. The    
exercise period for these options, which generally would lapse if       
unexercised prior to termination of employment, was extended by the     
   Organization & Compensation Committee of the GenCorp Board in February 1999
for a one-year period.                                                  

(9) Includes the approximate number of shares credited to the individual's      
 account as of May 31, 1999 under the GenCorp Retirement Savings Plan, and
 where applicable, under the GenCorp Stock Incentive Compensation Plan and
    under the GenCorp Profit Sharing Retirement and Savings Plan, a savings plan
for salaried employees sponsored by GenCorp prior to September 1989.    

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                               

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
GenCorp's 10% holders, executive officers and directors to file reports of      
ownership and changes in ownership of GenCorp equity securities and certain     
benefit plan interests with the Securities and Exchange Commission and the NYSE 
and Chicago Stock Exchange and to furnish to GenCorp copies of all Section 16(a)
forms which they file. Based upon its review of copies of Section 16(a) forms   
received by it, or written representations received from some reporting persons,
GenCorp believes that its executive officers and directors have complied with   
all applicable Section 16(a) filing requirements for fiscal 1998.               

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HOLDERS OF NEW GENCORP COMMON STOCK 

The following table sets forth information regarding the beneficial   
ownership of New GenCorp common stock immediately following the Distribution, as
if the Distribution took place on May 31, 1999, by (1) each person known to     
GenCorp who would beneficially own more than 5% of the outstanding New GenCorp  
common stock; (2) each of the persons who are expected to serve as a director of
New GenCorp immediately after the Distribution; (3) each of the executive       
officers listed on the Summary Compensation Table under "New GenCorp Management 
and Executive Compensation;" and (4) all persons expected to be New GenCorp     
directors and executive officers after the Distribution, as a group. Except as  
indicated in footnotes below, information related to shares beneficially owned  
by holders of New GenCorp Common Stock can be found in the footnotes to the     
section entitled "Holders of GenCorp Common Stock."                             

                                                        [Enlarge/Download Table]

                    BENEFICIAL OWNER                     SHARES BENEFICIALLY OWNED  PERCENT OF CLASS
                    ----------------                     -------------------------  ----------------
                                                                                                    
New GenCorp and Omnova Solutions employee savings                 5,789,750              13.86%     
  plans.................................................                                            
  175 Ghent Road                                                                                    
  Fairlawn, OH 44333                                                                                
FMR Corp................................................          4,406,173              10.55%     
  82 Devonshire Street                                                                              
  Boston, MA 02109                                                                                  
Mario J. Gabelli/Gabelli Funds Inc......................          3,217,875               7.70%     
  One Corporate Center                                                                              
  Rye, NY 10580                                                                                     
Franklin Resources, Inc.................................          2,739,300               6.56%     
  777 Mariners Island Boulevard                                                                     
  San Mateo, CA 94404                                                                               
The Prudential Insurance Company of America.............          2,176,745               5.21%     
  Prudential Plaza                                                                                  
  Newark, NJ 07102                                                                                  
Merrill Lynch & Co. Inc.................................          2,877,566               6.89%     
  World Financial Center, North Tower                                                               
  250 Vesey Street                                                                                  
  New York, NY 10381                                                                                
J. Gary Cooper..........................................                873                  *      
William K. Hall.........................................              3,797                  *      
Robert K. Jaedicke......................................              2,020                  *      
James M. Osterhoff......................................              4,579                  *      
D. Michael Steuert......................................            157,805(1)(2)            *      
Robert A. Wolfe.........................................             83,410(1)(2)            *      
Carl W. Fischer.........................................             94,668(1)(2)            *      
Samuel W. Harmon........................................             60,995(1)(2)            *      
Robert G. Miotke........................................             13,930(1)(2)            *      
William R. Phillips.....................................             64,652(1)(2)            *      
All directors and executive officers as a group (13                 527,184(1)(2)         1.25%     
  persons)..............................................                                            

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

* Less than one percent.                                                        

(1) Includes shares subject to stock options which may be exercised within 60   
days of May 31, 1999 as follows: Mr. Steuert, 28,500 shares; Mr. Wolfe, 
65,000 shares (reflecting the option allocations described under        
"Relationship Between New GenCorp and Omnova Solutions After the        
    Distribution -- Agreement on Employee Matters"); Mr. Fischer, 75,250 shares;
Mr. Phillips, 38,700 shares; Mr. Harmon, 51,250 shares;                 

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Mr. Miotke, 12,875 shares; and all directors and executive officers as a
    group, 245,325 shares. Nonemployee directors do not participate in GenCorp's
existing stock option plan. Mr. Steuert, however, continues to hold     
  exercisable options to purchase 28,500 shares as a result of option grants
made in 1993, 1997 and 1998 while he was an employee of GenCorp. The    
exercise period for these options, which generally would lapse if       
unexercised prior to termination of employment, was extended by the     
   Organization & Compensation Committee of the GenCorp Board in February 1999
for a one-year period.                                                  

(2) Includes the approximate number of shares credited to the individual's      
 account as of May 31, 1999 under the GenCorp Retirement Savings Plan, and
 where applicable, under the GenCorp Stock Incentive Compensation Plan and
    under the GenCorp Profit Sharing Retirement and Savings Plan, a savings plan
for salaried employees sponsored by GenCorp prior to September 1989.    

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HOLDERS OF OMNOVA SOLUTIONS COMMON STOCK

 Omnova Solutions is presently a wholly owned subsidiary of GenCorp. The
following table sets forth information regarding the beneficial ownership of    
Omnova Solutions common stock immediately after the Distribution, as if the     
Distribution took place on May 31, 1999, by (1) each person known by GenCorp who
would beneficially own more than 5% of the outstanding Omnova Solutions common  
stock; (2) each of the persons who are expected to serve as a director of Omnova
Solutions; (3) each of the executive officers listed on the Summary Compensation
Table under "Omnova Solutions Management and Executive Compensation"; and (4)   
all persons expected to be Omnova Solutions directors and executive officers    
after the Distribution, as a group. Except as indicated in footnotes below,     
information related to shares beneficially owned by holders of Omnova Solutions 
common stock can be found in the footnotes to the section entitled "Holders of  
GenCorp Common Stock."                                                          

                                                        [Enlarge/Download Table]
                                                                    SHARES         PERCENT 
                      BENEFICIAL OWNER                        BENEFICIALLY OWNED   OF CLASS
------------------------------------------------------------      ---------         -----  
                                                                                           
New GenCorp and Omnova Solutions employee savings plans.....      5,789,750         13.86% 
  175 Ghent Road                                                                           
  Fairlawn, OH 44333                                                                       
FMR Corp....................................................      4,406,173         10.55% 
  82 Devonshire Street                                                                     
  Boston, MA 02109                                                                         
Mario J. Gabelli/Gabelli Funds Inc..........................      3,217,875          7.70% 
  One Corporate Center                                                                     
  Rye, NY 10580                                                                            
Franklin Resources, Inc.....................................      2,739,300          6.56% 
  777 Mariners Island Boulevard                                                            
  San Mateo, CA 94404                                                                      
The Prudential Insurance Company of America.................      2,176,745          5.21% 
  Prudential Plaza                                                                         
  Newark, NJ 07102                                                                         
Merrill Lynch & Co. Inc.....................................      2,877,566          6.89% 
  World Financial Center, North Tower                                                      
  250 Vesey Street                                                                         
  New York, NY 10381                                                                       
Edward P. Campbell..........................................          1,250              * 
Charles A. Corry............................................          3,150              * 
Diane E. McGarry............................................          1,827              * 
Steven W. Percy.............................................          1,084              * 
R. Byron Pipes..............................................          2,034              * 
John B. Yasinsky............................................        753,906(1)(2)    1.78% 
Nathaniel J. Mass...........................................        116,868(1)(2)        * 
Kevin M. McMullen...........................................         91,557(1)(2)        * 
Marvin W. Zima..............................................         58,411(1)(2)        * 
Michael E. Hicks............................................         43,048(1)(2)        * 
All directors and executive officers........................      1,124,012(1)(2)    2.64% 
  as a group (13 persons)                                                                  

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

* Less than one percent.                                                        

(1) Includes shares subject to stock options which may be exercised within 60   
 days of May 31, 1999 as follows: Mr. Yasinsky, 653,733 shares (reflecting
the option allocations described under "Relationship Between New        

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    GenCorp and Omnova Solutions after the Distribution -- Agreement on Employee
   Matters"); Mr. Mass, 107,500 shares; Mr. McMullen, 85,000 shares; Mr. Zima,
   23,500 shares; and Mr. Hicks, 24,550 shares and all directors and executive
officers as a group, 759,576 shares. Nonemployee directors do not       
participate in GenCorp's existing stock option plan.                    

(2) Includes the approximate number of shares credited to the individual's      
 account as of May 31, 1999 under the GenCorp Retirement Savings Plan, and
 where applicable, under the GenCorp Stock Incentive Compensation Plan and
    under the GenCorp Profit Sharing Retirement and Savings Plan, a savings plan
for salaried employees sponsored by GenCorp prior to September 1989.    

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NEW GENCORP MANAGEMENT AND EXECUTIVE COMPENSATION 

NEW GENCORP MANAGEMENT                                                          

    The following table sets forth the names and information as to the persons
who are currently expected to serve as directors and executive officers of New  
GenCorp immediately after the Distribution. We anticipate that immediately after
the Distribution, the number of New GenCorp directors will be set at nine, and  
that there will be three vacancies on the New GenCorp Board after the           
Distribution. the resignation of the five current GenCorp Directors who will    
serve as Directors of Omnova Solutions after the Distribution and the           
appointment of Mr. Wolfe to fill one of the vacancies. The New GenCorp Board may
fill one or more of those vacancies and those persons will serve until the      
annual meeting of New GenCorp shareholders to be held in 2000 or 2001. GenCorp  
is still in the process of determining others who may serve as executive        
officers of New GenCorp immediately after the Distribution and evaluating       
candidates to serve as Directors of New GenCorp following the Distribution.     

                                                        [Enlarge/Download Table]

                                            DIRECTOR OF              EXPECTED POSITION         
                NAME                  AGE  GENCORP SINCE              WITH NEW GENCORP         
                ----                  ---  -------------             -----------------         
                                                                                               
J. Gary Cooper....................... 62       1998       Director                             
William K. Hall...................... 55       1995       Director                             
Dr. Robert K. Jaedicke............... 70       1990       Director                             
James M. Osterhoff................... 63       1990       Director                             
D. Michael Steuert................... 51       1999       Director                             
Robert A. Wolfe...................... 61        N/A       Chairman and Chief Executive Officer;
                                                          Director                             
Robert Calder........................ 64        N/A       Vice President                       
Carl W. Fischer...................... 57        N/A       Vice President                       
Robert G. Miotke..................... 46        N/A       Vice President                       
Terry L. Hall........................ 45        N/A       Senior Vice President and Chief      
                                                          Financial Officer                    
Samuel W. Harmon..................... 48        N/A       Senior Vice President, Administration
William R. Phillips.................. 56        N/A       Senior Vice President, Law; General  
                                                          Counsel and Secretary                
Rosemary B. Younts................... 43        N/A       Senior Vice President, Communications

J. GARY COOPER                                                                  

Mr. Cooper has served as Chairman and Chief Executive Officer of the  
Commonwealth National Bank, Mobile, AL, a commercial bank, since January 1998.  
He was United States Ambassador to Jamaica from November 1994 until November    
1997. Previously he served as Senior Vice President of David Volkert and        
Associates, an engineering and architectural firm, from 1992 until 1994, and as 
Assistant Secretary of the Air Force for Manpower, Reserve Affairs,             
Installations and the Environment from 1989 to 1992. He was on active and       
reserve duty in the United States Marine Corps until 1996 and has served as     
Major General in the United States Marine Corps Reserve. He is a member of the  
Government Affairs & Environmental Issues and Nominating & Corporate Governance 
Committees of the GenCorp Board.                                                

WILLIAM K. HALL                                                                 

Mr. Hall has served as Chairman and Chief Executive Officer of Falcon 
Building Products, Inc., Chicago, IL, a manufacturer of building products, since
1997 and has been President and Chief Executive Officer of Falcon Building      
Products, Inc. since 1994. Previously he was President and Chief Executive      
Officer of Eagle Industries, Inc., Chicago, IL, a diversified manufacturing     
company, from 1988 until 1997. He is also a director of A. M.                   

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Castle & Co., Franklin Park, IL. Mr. Hall is a member of the Audit and          
Organization & Compensation Committees of the GenCorp Board.                    

DR. ROBERT K. JAEDICKE                                                          

     Dr. Jaedicke has served as a Professor of Accounting at the Graduate School
of Business at Stanford University, Stanford, CA since 1961. He formerly served 
as Dean of the Graduate School of Business at Stanford from 1983 until 1990. He 
is also a director of Boise Cascade Corporation, Boise, ID; Enron Corporation,  
Houston, TX; California Water Services Company, San Jose, CA, and State Farm    
Insurance Companies, Bloomington, IL. Dr. Jaedicke is Chairman of the Audit     
Committee and a member of the Finance and Government Affairs & Environmental    
Issues Committees of the GenCorp Board.                                         

JAMES M. OSTERHOFF                                                              

Mr. Osterhoff served as Executive Vice President and Chief Financial  
Officer of US WEST Inc., Englewood, CO, a communications company, from 1991     
until his retirement in 1995. Prior to that time he was Vice President and Chief
Financial Officer of Digital Equipment Corporation, Maynard, MA, a computer     
systems, software and services company. He currently serves as a director of    
Financial Security Assurance Holdings Ltd., New York, NY. Mr. Osterhoff is      
Chairman of the Finance Committee and a member of the Audit and Government      
Affairs & Environmental Issues Committees of the GenCorp Board.                 

D. MICHAEL STEUERT                                                              

     Mr. Steuert has served as Senior Vice President and Chief Financial Officer
of Litton Industries, Inc., Woodland Hills, CA, an aerospace, defense and       
consumer electronics company, since February 1999. Previously, he was Senior    
Vice President and Chief Financial Officer of GenCorp from August 1994 until    
February 1999; Vice President and Chief Financial Officer of GenCorp from June  
1990 to 1994 and Treasurer of GenCorp from May 1986 to June 1990. Mr. Steuert is
a member of the Executive, Finance and Government Affairs & Environmental Issues
Committees of the GenCorp Board.                                                

ROBERT A. WOLFE                                                                 

    Mr. Wolfe has served as Vice President of GenCorp and President of Aerojet
since September 1997. Previously he was Executive Vice President of the Pratt & 
Whitney Group of United Technologies during 1997; President of Pratt & Whitney's
Aircraft's Large Commercial Engines Business from 1994 until 1997 and Senior    
Vice President of Pratt & Whitney's Commercial Engine Management for Latin and  
North America from 1992 to 1994.                                                

ROBERT L. CALDER                                                                

     Mr. Calder has served as President of Vehicle Sealing since September 1998.
Previously he was Executive Vice President of TG North America, North American  
operations for Toyoda Gosei of Japan, a subsidiary of Toyota Motor Company, a   
manufacturer of body seals, steering wheels, air bags and plastic interiors,    
from 1996 to 1998. Prior to that time, he served as Chairman of Butler Metals, a
manufacturer of stamped and assembled metal body components, from 1991 to 1996. 

CARL W. FISCHER                                                                 

  Mr. Fischer has served as Senior Vice President of Aerojet's Electronics
and Weapons Systems Sector since November 1997. Previously he was Senior Vice   
President, Space Surveillance from 1994 to November 1997; President of the      
Aerojet Electronic Systems Division from 1993 to 1994; and Vice President and   
General Manager of Tactical Programs for the Electronic Systems Division from   
1982 to 1993. Mr. Fischer has served in various other capacities since joining  
Aerojet in 1966.                                                                

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ROBERT G. MIOTKE                                                                

  Mr. Miotke has served as President of Fine Chemicals since October 1996.
Previously, he was Vice President, Speciality Fine Chemicals of Hickson         
International from 1992 to 1996. Prior to that time he served as Vice President,
Fine Chemicals of ANGUS Chemical Company from 1985 to 1992.                     

TERRY L. HALL                                                                   

     Mr. Hall has served as Senior Vice President and Chief Financial Officer of
Aerojet since May 1999. Previously he was Senior Vice President, Finance and    
Chief Financial Officer of U.S. Airways from 1997 to 1999. Prior to that time,  
he served as Vice President, Finance and Chief Financial Officer of Apogee      
Enterprises, Inc. from 1995 to 1997; Vice President and Chief Financial Officer 
of Tyco International from 1993 to 1995; and Vice President and Treasurer of    
United Airlines from 1990 to 1993.                                              

SAMUEL W. HARMON                                                                

    Mr. Harmon has served as Senior Vice President, Human Resources of GenCorp
since February 1996. Previously he was Vice President, Human Resources of       
GenCorp from October 1995 until February 1996. He served as Vice President,     
Human Resources at AlliedSignal, Inc. for its european operations from July 1995
to October 1995 and for its automotive sector from 1993 to 1995. Prior to that  
time, he served as Group Director for AlliedSignal's heavy duty brake division  
from 1990 to 1993.                                                              

WILLIAM R. PHILLIPS                                                             

   Mr. Phillips has served as Senior Vice President, Law and General Counsel
of GenCorp since September 1996. Previously he was Vice President, Law of       
Aerojet from 1990 to 1996. Prior to that time, he served as General Counsel,    
Group Counsel and Manager Legal Operations at General Electric Aircraft Engines 
from 1986 to 1989.                                                              

ROSEMARY B. YOUNTS                                                              

   Ms. Younts has served as Senior Vice President, Communications of GenCorp
since February 1996. Previously she was Vice President, Communications of       
GenCorp from January 1995 to February 1996; and Director of Communications of   
GenCorp from 1993 to 1995. Ms. Younts also held various communications positions
with Aerojet from 1984 to 1993.                                                 

CLASSIFICATION OF NEW GENCORP BOARD                                             

  New GenCorp's certificate of incorporation provides that the New GenCorp
Board will be divided into three classes of directors to be as nearly equal in  
number of directors as possible. Class I will consist of J. Gary Cooper and     
James M. Osterhoff and their current term of office will expire at New GenCorp's
2000 annual meeting of shareholders. Class II will consist of Robert A. Wolfe   
and his current term of office will expire at New GenCorp's 2001 annual meeting 
of shareholders. Class III will consist of William K. Hall, Dr. Robert K.       
Jaedicke and D. Michael Steuert and their current term of office will expire at 
New GenCorp's 2002 annual meeting of shareholders. At each annual shareholders' 
meeting, directors are elected for a term of three years and hold office until  
their successors are elected and qualified or until their earlier removal or    
resignation. Newly created directorships resulting from an increase in the      
number of directors or any vacancies on New GenCorp's Board resulting from      
death, resignation, disqualification, removal or other cause may be filled by a 
majority of the remaining directors then in office.                             

COMMITTEES OF THE NEW GENCORP BOARD                                             

     The New GenCorp Board will have six standing committees: (1) Organization &
Compensation; (2) Audit; (3) Executive; (4) Finance; (5) Nominating & Corporate 
Governance; and (6) Government Affairs & Environmental Issues.                  

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ORGANIZATION & COMPENSATION COMMITTEE. The Organization & Compensation
Committee will review periodically the organization of New GenCorp and its      
management, including major changes in the organization of New GenCorp and the  
responsibility of management as proposed by the Chief Executive Officer. It will
monitor executive development and succession planning, review the effectiveness 
and performance of senior management and make recommendations to the New GenCorp
Board concerning the appointment and removal of officers. It will also          
periodically review the compensation philosophy, policies and practices of New  
GenCorp and make recommendations to the Board concerning major changes, as      
appropriate. The committee will annually review changes in New GenCorp's        
employee benefit, savings and retirement plans and report on those matters to   
the New GenCorp Board. It will administer New GenCorp's incentive and deferred  
compensation plans and approve, and in some cases recommend to the New GenCorp  
Board for approval, the compensation of employee-directors, officers, and       
principal executives of New GenCorp. Members of the Organization & Compensation 
Committee after the Distribution are expected to be: William K. Hall, Chairman, 
James M. Osterhoff and J. Gary Cooper.                                          

    AUDIT COMMITTEE. The Audit Committee will review and evaluate the scope of
the audits to be performed, the adequacy of services performed by, and the fees 
and compensation of the independent auditors and receive and review a report    
from the independent auditors prior to the publication of New GenCorp's audited 
financial statements. It will also consider and recommend to the New GenCorp    
Board the selection of the independent auditors to examine the consolidated     
financial statements of New GenCorp for the next year. It will review and       
evaluate the scope and appropriateness of New GenCorp's internal audit programs 
and plans and its system of internal control. The committee will review and     
evaluate the appropriateness of New GenCorp's accounting principles and         
practices and financial reporting and review periodic reports from the internal 
audit and law departments on a number of matters, including compliance with New 
GenCorp's policy on legal and ethical conduct. Members of the Audit Committee   
after the Distribution are expected to be: James M. Osterhoff, Chairman, Robert 
K. Jaedicke and William K. Hall.                                                

EXECUTIVE COMMITTEE. During the intervals between meetings of the New 
GenCorp Board, the Executive Committee, unless restricted by resolution of the  
New GenCorp Board, may exercise, under the control and direction of the New     
GenCorp Board, all of the powers of the New GenCorp Board in the management and 
control of the business of New GenCorp. Members of the Executive Committee after
the Distribution are expected to be: Robert A. Wolfe, Chairman, D. Michael      
Steuert and William K. Hall.                                                    

   FINANCE COMMITTEE. The Finance Committee will make recommendations to the
New GenCorp Board in regard to New GenCorp's planning with respect to its       
capital structure and raising of its long-term capital and with regard to       
dividend actions. It will also review the performance and management of New     
GenCorp's employee benefit funds; and make recommendations to the New GenCorp   
Board in regard to contributions to any pension plan, profit sharing, retirement
or savings plan of New GenCorp, or any proposed changes in the funding method or
interest assumption or in amortization of liabilities in connection with funding
any of those plans. Members of the Finance Committee after the Distribution are 
expected to be: D. Michael Steuert, Chairman, James M. Osterhoff and Robert K.  
Jaedicke.                                                                       

 NOMINATING & CORPORATE GOVERNANCE COMMITTEE. The Nominating & Corporate
Governance Committee will periodically review and make recommendations to the   
New GenCorp Board concerning the criteria for selection and retention of        
directors, the composition of the New GenCorp Board, structure and function of  
the New GenCorp Board committees, retirement policies and compensation and      
benefits of directors. It will also recommend to the New GenCorp Board qualified
candidates to serve as directors of New GenCorp and aid in attracting qualified 
candidates to the New GenCorp Board. The committee will also consider and make  
recommendations to the New GenCorp Board concerning director nominations        
submitted by shareholders. Members of the Nominating & Corporate Governance     
Committee after the Distribution are expected to be: Robert K. Jaedicke,        
Chairman, J. Gary Cooper and William K. Hall.                                   

     GOVERNMENT AFFAIRS & ENVIRONMENTAL ISSUES COMMITTEE. The Government Affairs
& Environmental Issues Committee will periodically review and advise the New    
GenCorp Board regarding significant matters of public policy, including proposed
actions by foreign and domestic governments which may significantly affect New  
GenCorp. The committee will review and advise the New GenCorp Board regarding   
adoption or amendment                                                           

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of major company policies and programs relating to matters of public policy,    
monitor the proposed adoption or amendment of significant environmental         
legislation and regulations and advise the New GenCorp Board regarding the      
impact those proposals may have upon New GenCorp and, where appropriate, the    
nature of New GenCorp's response to those items. It will also periodically      
review and advise the New GenCorp Board regarding the status of New GenCorp's   
environmental policies and performance under its environmental compliance       
programs and periodically review and report to the New GenCorp Board regarding  
the status of, and estimated liabilities for, environmental remediation. Members
of the Government Affairs & Environmental Issues Committee after the            
Distribution are expected to be: J. Gary Cooper, Chairman, D. Michael Steuert   
and Robert A. Wolfe.                                                            

COMPENSATION OF DIRECTORS                                                       

     Each nonemployee director of New GenCorp will receive a retainer of $24,000
per year and an attendance fee of $1,000 for each New GenCorp Board and         
Committee meeting attended. Nonemployee directors of New GenCorp who serve as   
Chairman of a committee of the New GenCorp Board will receive an annual fee of  
$2,000 in consideration for that 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 1998, each GenCorp nonemployee director received 200 restricted
shares of GenCorp common stock. These restricted shares will vest March 25,     
2000. In March 1999 each nonemployee director received 250 restricted shares of 
GenCorp common stock. These restricted shares will vest March 31, 2001.         
Dividends on restricted shares are automatically reinvested through GenCorp's   
dividend reinvestment program unless a director chooses otherwise. 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 GenCorp'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 New GenCorp will be eligible for stock option
grants and restricted stock awards under the New GenCorp 1999 Equity and        
Performance Incentive Plan.                                                     

    Each nonemployee director who terminates his or her service on the GenCorp
or New GenCorp Board after at least sixty months of service will receive an     
annual retirement benefit equal to the retainer in effect on the date that      
director's service terminates, payable in monthly installments, until the number
of monthly payments made equals the lesser of (1) the individual's months of    
service as a director, or (2) 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 New GenCorp 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 the director was last    
elected. Under special circumstances, however, the New GenCorp Board may waive  
immediate compliance and request that a director postpone his or her retirement 
until a later date.                                                             

 Directors who are also employees of New GenCorp will not be compensated
separately for serving on the New GenCorp Board and will not be paid a retainer 
or additional compensation for attendance at Board or committee meetings.       

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

    The following tables set forth information concerning annual and long-term
compensation for services rendered to GenCorp for fiscal 1998, 1997 and 1996 by 
those persons who are expected to be the Chief Executive Officer and the other  
four most highly compensated executive officers of New GenCorp (determined by   
reference to fiscal 1998 compensation) immediately following the Distribution   
(the "Named New GenCorp Officers").                                             

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                              ANNUAL COMPENSATION                    LONG-TERM COMPENSATION                    
                                    ----------------------------------------   ----------------------------------              
                                                                                       AWARDS            PAYOUTS               
                                                                               -----------------------   --------              
                                                                                            SECURITIES                         
                                                                               RESTRICTED   UNDERLYING                         
         NAME AND CURRENT                                       OTHER ANNUAL     STOCK       OPTIONS/      LTIP     ALL OTHER  
             PRINCIPAL                     SALARY     BONUS     COMPENSATION     AWARDS     (SARS)(8)    PAYOUTS   COMPENSATION
             POSITION               YEAR     ($)       ($)       ($)(5)(6)        ($)          (#)       $(9)(10)  ($)(11)(12) 
         ----------------           ----   -------   -------    ------------   ----------   ----------   --------  ------------
                                                                                                                               
Robert A. Wolfe(1)................. 1998   331,000   317,000(2)    18,127(6)          --      22,500          --      21,636   
Vice President of                   1997    81,250   150,000(3)     7,051(6)    $336,712(7)   75,000          --       3,498   
GenCorp; President, Aerojet                                                                                                    
William R. Phillips................ 1998   257,000   220,000(2)    14,244(5)(6)               17,500      91,226      27,864   
Senior Vice President, Law;         1997   245,000   250,000(3)    18,263(5)          --      20,000                  20,512   
General Counsel of GenCorp          1996   203,206   115,000       10,000(5)          --      40,000          --      17,429   
Samuel W. Harmon................... 1998   219,167   188,000(12)        --            --      10,000      75,206      18,952   
Senior Vice President,              1997   208,333   202,000(3)        --             --      15,000     108,803      14,313   
Human Resources of GenCorp          1996   200,000    75,000(4)        --             --          --          --      12,386   
Carl W. Fischer.................... 1998   208,817   196,500(2)    10,000(5)          --      10,000     101,811      17,110   
Senior Vice President,              1997   194,500   174,900       10,000(5)          --      15,000     103,322      15,768   
Aerojet                             1996   168,803   152,000       10,000(5)          --      40,000          --      13,299   
Robert G. Miotke................... 1998   189,087   154,690       10,000(5)          --      10,000          --      10,795   
Vice President, Aerojet;            1997   180,000    80,800       12,500(5)          --      12,500          --       7,199   
President, Fine Chemicals           1996    24,923        --           --             --          --          --         276   

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

(1) Mr. Wolfe became an employee of GenCorp in 1997. Accordingly, compensation
amounts are not given for 1996.                                       

(2) 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; and Mr. Harmon, 940 shares.       

(3) 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; and Mr. Harmon, 957 shares.       

(4) Elected officers of GenCorp received 20% of their net 1996 incentive      
    bonuses in shares of GenCorp common stock (based upon the closing price or
January 20, 1997 as reported on the NYSE) as follows: Mr. Harmon 300  
shares.                                                               

(5) Cash allowances in lieu of a company provided automobile. Perquisites and 
   other personal benefits provided to the Named New GenCorp Officers during
     1998, 1997 and 1996 did not exceed disclosure thresholds established by the
Securities and Exchange Commission.                                   

(6) Reimbursement for taxes payable in connection with relocation.            

(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, 1998 was $302,887. Dividends on these shares are paid during
the restricted period.                                                

(8) Shares of GenCorp common stock underlying options granted pursuant to the 
GenCorp Inc. 1997 and 1993 Stock Option Plans.                        

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 (9) 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. Mr. Wolfe did not participate during the 1996-1998 
performance period.                                                   

(10) 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.                                         

(11) Amounts accrued as dividend and interest earnings on prior years' awards   
  under GenCorp's Stock Incentive Compensation Plan. Dividends declared on
common stock credited to the executive's account in the trust fund are
credited to the executive's account 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 actual value of the shares
     distributed on a future payment date will be based upon the market value of
 GenCorp common stock at the future payment date. Amounts accrued during
  1998, and the number of shares attributable thereto for Mr. Phillips was
  $5,049, or 202 shares. Messrs. Wolfe, Fischer, Harmon and Miotke did not
participate in this plan.                                             

(12) 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 1998 were: Mr. Wolfe   
    $21,636; Mr. Phillips $22,815; Mr. Harmon $18,952; Mr. Fischer $17,110 and
Mr. Miotke $10,795.                                                   

OPTION/SAR GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                            INDIVIDUAL GRANTS                                                                    
                       ----------------------------                                  POTENTIAL REALIZABLE VALUE  
                        NUMBER OF                                                    AT ASSUMED ANNUAL RATES OF  
                       SECURITIES      PERCENT OF    EXERCISE                         STOCK PRICE APPRECIATION   
                       UNDERLYING    TOTAL OPTIONS/   OR BASE                              FOR OPTION TERM       
                       OPTIONS/SAR    SARS GRANTED     PRICE                              (TEN YEARS)(3)(4)      
                         GRANTED      TO EMPLOYEES   ($/SHARE)  EXPIRATION          -----------------------------
         NAME            (#)(1)      IN FISCAL YEAR     (2)        DATE     0% ($)     5% ($)          10% ($)   
         ----          -----------   --------------  ---------  ----------  ------  -------------   -------------
                                                                                                                 
Robert A. Wolfe.......   22,500           2.99%       30.1875    3-25-08     -0-          427,157       1,082,500
William R. Phillips...   17,500           2.33        30.1875    3-25-08     -0-          332,233         841,944
Samuel W. Harmon......   10,000           1.33        30.1875    3-25-08     -0-          189,848         481,111
Carl W. Fischer.......   10,000           1.33        30.1875    3-25-08     -0-          189,848         481,111
Robert G. Miotke......   10,000           1.33        30.1875    3-25-08     -0-          189,848         481,111
All Shareholders(5)...      N/A            N/A            N/A        N/A     -0-    2,041,909,423   3,251,399,497

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

(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 1998. Options become exercisable
in 25% increments on September 22, 1998, March 25, 1999, 2000 and 2001, 
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 method      
    assumes a stock price of $30.1875, $49.17 and $78.30, respectively, at March
25, 2008.                                                               

(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. GenCorp 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) Based upon 41,525,640 shares of GenCorp common stock outstanding on December
31, 1998.                                                               

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 

FISCAL YEAR-END OPTION/SAR VALUES 

                                                        [Enlarge/Download Table]

                                                       NUMBER OF SECURITIES                                  
                              SHARES                  UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED IN-  
                             ACQUIRED                 OPTIONS/SARS AT FISCAL        THE-MONEY OPTIONS/SARS   
                                ON        VALUE          YEAR END (#)(1)            AT FISCAL YEAR END ($)   
                             EXERCISE    REALIZED  ----------------------------  ----------------------------
           NAME                 (#)        ($)     EXERCISABLE    UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
           ----             -----------  --------  -----------    -------------  -----------    -------------
                                                                                                             
Robert A. Wolfe............        0           0     43,125          54,375            -0-             -0-   
William R. Phillips........        0           0     29,325          33,125        211,506         162,500   
Samuel W. Harmon...........        0           0     45,000          15,000        527,813          42,188   
Carl W. Fischer............        0           0     69,000          35,000        665,063         204,688   
Robert G. Miotke...........    1,500      16,500      7,250          13,750         26,719          35,156   

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

(1) No SARs have been issued under the Plan.                                    

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                         ESTIMATED FUTURE PAYOUTS UNDER NON- 
                                      NUMBER OF       PERFORMANCE OR        STOCK PRICE-BASED PLANS(2)(3)    
                                    SHARES, UNITS   OTHER PERIOD UNTIL  -------------------------------------
                                         OR           MATURATION OR      THRESHOLD      TARGET       MAXIMUM 
               NAME                 OTHER RIGHTS          PAYOUT            ($)           ($)          ($)   
               ----                ---------------  ------------------  -----------    ---------    ---------
                                                                                                             
Robert A. Wolfe...................       (1)             3 Years           64,779       129,558      259,117 
William R. Phillips...............       (1)             3 Years           50,700       101,400      202,800 
Samuel W. Harmon..................       (1)             3 Years           42,117        84,233      168,466 
Carl W. Fischer...................       (1)             3 Years           38,366        76,731      153,462 
Robert G. Miotke..................       (1)             3 Years           26,989        53,977      107,955 

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

(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 may 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. For the 1998-2000 performance period,  
  threshold, target and maximum performance goals for corporate officers are
  designated 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. No payments are made 
   under the program if financial performance for the performance period falls
below threshold levels.                                                 

(2) Percentages of average annual compensation (determined for the three-year   
  performance period) payable to participants upon attainment of performance
goals for the 1998-2000 performance period are as follows:              

                                                                [Download Table]

                                          THRESHOLD      TARGET      MAXIMUM
                                          ---------      ------      -------
                                                                            
GenCorp Senior Vice Presidents/Other                                        
  Corporate Officers....................     10%           20%         40%  
GenCorp Business Unit Presidents........     10%           20%         40%  

(3) For purposes of the table above, estimated future payouts have been         
calculated on the basis of the participant's 1998 fiscal year salary and
bonus shown in the Summary Compensation Table above. Performance awards 
  under GenCorp's Long-Term Incentive Program for the three-year performance
period ending November 30, 1999 will be determined based upon (1) actual
performance up to the date of the special dividend contemplated by the  
    Distribution, and (2) budgeted performance, for the remainder of the period,
 according to GenCorp's annual operating plan. Pro rata performance awards
will be paid under the GenCorp plan for the performance periods ending  
November 30, 2000 and November 30, 2001. Pro rata performance awards for
each partial performance period will be determined based upon (1) actual
performance up to the date of the special dividend contemplated by the  
Distribution, and (2) budgeted                                          

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   performance, for the remainder of the fiscal year ending November 30, 1999,
according to GenCorp's annual operating plan.                           

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, Harmon, Fischer and Miotke have been determined  
pursuant to the formula which utilizes five-year average compensation for years 
of service prior to December 1999 and a career average formula for service from 
December 1, 1999 to normal retirement. Mr. Wolfe's benefit has been determined  
pursuant to the plan's career average formula. Estimated benefits are shown     
below because the required calculations do not lend 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.                           

                                                        [Enlarge/Download Table]

                                                  APPROXIMATE                         
                                               YEARS OF CREDITED       ESTIMATED      
                                                  SERVICE AT        ANNUAL BENEFITS   
                                                    NORMAL             PAYABLE AT     
                     NAME                         RETIREMENT      NORMAL RETIREMENT(1)
                     ----                      -----------------  --------------------
                                                                                      
Robert A. Wolfe...............................         6                $61,298       
William R. Phillips...........................        18                135,363       
Samuel W. Harmon..............................        20                152,878       
Carl W. Fischer...............................        40                155,818       
Robert G. Miotke..............................        21                114,922       

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

(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. Wolfe, Fischer and Miotke
were calculated pursuant to the Aerojet-General Corporation Consolidated
Pension Plan. There is no offset for Social Security payments.          

    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, 1998 and that the pension plan
under which the estimated benefit is calculated will remain unchanged.  

Benefits for Messrs. Phillips, Harmon, Fisher and Miotke have been      
determined by a formula which provides for a benefit (A) for years of   
service prior to December 1, 1999 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, 1999 (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.                  

NEW GENCORP 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN                          

   New GenCorp desires to establish an equity performance and incentive plan
in order to integrate GenCorp's existing stock option and long-term incentive   
plans and to more closely align the interests of its executives with those of   
New GenCorp shareholders. For this purpose, subject to the approval of the      
shareholders, GenCorp has                                                       

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adopted the New GenCorp 1999 Equity and Performance Incentive Plan. A copy of   
the plan is attached to this proxy statement as Annex C. A summary of the plan  
is set forth below.                                                             

     Approximately, 10 officers, 60 key employees and 8 nonemployee directors of
New GenCorp are expected to be eligible to receive awards under the plan.       

PLAN SUMMARY                                                                

   General. Under the plan, New GenCorp's Board is authorized to make awards
of (1) options to purchase shares of New GenCorp's common stock, (2) performance
stock and performance units, (3) restricted stock, (4) deferred stock or (5)    
appreciation rights. New GenCorp's Organization and Compensation Committee will 
be authorized to oversee the plan and to make awards and grants under the plan. 

Shares Available Under the Plan. The number of shares of New GenCorp's
common stock that may be issued or transferred (1) upon the exercise of options 
("Option Rights"), (2) as restricted stock ("Restricted Stock") and released    
from all substantial risks of forfeiture, (3) as deferred stock ("Deferred      
Stock"), (4) in payment of performance stock ("Performance Stock") or           
performance units ("Performance Units") that have been earned, (5) in payment of
dividend equivalents paid with respect to awards made under the plan, or (6) in 
payment of appreciation rights may not exceed a total of 2,700,000, subject to  
adjustments pursuant to the terms of the plan. These shares of common stock may 
be original issue or treasury shares or a combination of both.                  

Eligibility. Officers, key employees and nonemployee directors of New 
GenCorp, as well as any person who has agreed to begin serving in such capacity 
within 30 days of the date of the grant are eligible to be selected by New      
GenCorp's Board to receive benefits under the plan. New GenCorp's Organization  
and Compensation Committee will select those who will receive grants on the     
basis of management objectives.                                                 

     Option Rights. Option Rights entitle the optionee to purchase shares of New
GenCorp's common stock at a predetermined price per share (which may not be less
than the market value at the date of grant, except for non-qualified stock      
options granted in lieu of salary or bonus, which may be not less than 85% of   
the market value at the date of grant). Each grant will specify whether the     
option price will be payable (1) in cash at the time of exercise, (2) by the    
transfer to New GenCorp of shares of common stock owned by the optionee for at  
least six months, having a value at the time of exercise equal to the option    
price, (3) if authorized by New GenCorp's Board or its Organization and         
Compensation Committee, the delivery of shares of Restricted Stock or other     
forfeitable shares, Deferred Stock, Performance Stock, other vested Option      
Rights, or (4) a combination of those payment methods. Grants may provide for   
deferred payment of the option price from the proceeds of sale through a broker 
on the date of exercise of some or all of the shares of New GenCorp's common    
stock to which the exercise relates.                                            

  No Option Rights may be exercisable more than ten years from the date of
grant. Each grant must specify the period of continuous employment with New     
GenCorp that is required before the Option Rights become exercisable. Grants may
provide for earlier exercise of an Option Right in the event of a "change in    
control" of New GenCorp or other similar transactions or events. Grants may also
specify management objectives that must be achieved as a condition to the       
exercise of the option. Successive grants may be made to the same optionee      
whether or not previously granted Option Rights remain unexercised.             

Restricted Stock. An award of Restricted Stock involves the immediate 
transfer of ownership of a specific number of shares of New GenCorp common stock
by New GenCorp to a participant in consideration of the performance of services.
The participant is immediately entitled to voting, dividend and other ownership 
rights in such shares. The transfer may be made without additional consideration
or in consideration of a payment by the participant that is less than current   
market value, as the New GenCorp Board may determine. The New GenCorp Board may 
condition the award on the achievement of specified management objectives.      

Restricted Stock must be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Internal Revenue Code for a period to be
determined by the New GenCorp Board. An example would be a provision that the   
Restricted Stock would be forfeited if the participant ceased to serve as an    
officer or key employee of New GenCorp during a specified period of years. If   
service alone is the criterion for non-forfeiture, the period of service must be
at least three years; if other management objectives are included,              
non-forfeiture may                                                              

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occur one year from the date of grant. In order to enforce these forfeiture     
provisions, the transferability of Restricted Stock will be prohibited or       
restricted in a manner and to the extent prescribed by New GenCorp's Board for  
the period during which the forfeiture provisions are to continue. New GenCorp's
Board may provide for a shorter period during which the forfeiture provisions   
are to apply in the event of a change in control of New GenCorp or other similar
transaction or event.                                                           

    Deferred Stock. An award of Deferred Stock constitutes an agreement by New
GenCorp to deliver shares of its common stock to the participant in the future  
in consideration of the performance of services. However, the Deferred Stock    
award may be subject to the fulfillment of certain conditions, such as          
management objectives, during the deferral period specified by New GenCorp's    
Board. During the deferral period, the participant cannot transfer any rights in
the award and has no right to vote the shares of Deferred Stock, but New        
GenCorp's Board may, on or after the date of the award, authorize the payment of
dividend equivalents on such shares on a current, deferred or contingent basis, 
either in cash or in additional shares of New GenCorp common stock. Awards of   
Deferred Stock can be made without additional consideration or in consideration 
of a payment by the participant that is less than the market value per share on 
the date of award. Deferred Stock must be subject to performance of services for
at least three years; provided that if management objectives are included, the  
performance of services must be for at least one year. New GenCorp's Board      
determines the deferral period at the date of the award, and may provide for a  
deferral period of less than three years in the event of a change in control of 
New GenCorp or other similar transaction or event.                              

    Performance Stock and Performance Units. Performance Stock and Performance
Units involve awards that become payable upon the achievement of specified      
management objectives during a designated performance period. This performance  
period may be subject to earlier termination in the event of death, retirement  
or a change in control of New GenCorp or other similar transaction or event. A  
minimum level of acceptable achievement may also be established by New GenCorp's
Board. If, by the end of the performance period, the participant has achieved   
the specified management objectives, the participant will be deemed to have     
fully earned the Performance Stock or Performance Units. If the participant has 
not achieved the management objectives, but has attained or exceeded the        
predetermined minimum, the participant will be deemed to have partly earned the 
Performance Stock and/or Performance Units (such part to be determined in       
accordance with a formula). To the extent earned, the Performance Stock and/or  
Performance Units will be paid to the participant at the time and in the manner 
determined by New GenCorp's Board in cash, shares of New GenCorp's common stock 
or in any combination of those methods. Each award of Performance Stock or      
Performance Units may be subject to adjustment to reflect changes in            
compensation or other factors, so long as no adjustment would result in the loss
of an available exemption for the award under Section 162(m) of the Internal    
Revenue Code. New GenCorp's Board or its Organization and Compensation Committee
may provide for the payment of dividend equivalents to the holder on a current, 
deferred or contingent basis, either in cash or in additional New GenCorp common
stock.                                                                          

    Appreciation Rights. An Appreciation Right ("Appreciation Right") entitles
the holder by surrender of the related Option Right (if granted in connection   
with Option Rights) or by itself (if granted as a free-standing Appreciation    
Right), to receive from New GenCorp an amount equal to 100%, or a lesser        
percentage as New GenCorp's Board may determine, of the spread between the      
strike price (or the option price if granted in tandem with Option Rights) and  
the then-current market value of New GenCorp's common stock. Any grant may      
specify that the amount payable on exercise of an Appreciation Right may be paid
by New GenCorp in cash, in New GenCorp common stock, or in any combination of   
the two, and may either grant to the optionee or retain in New GenCorp's Board  
the right to elect among those alternatives. Any grant may specify that the     
Appreciation Right may be exercised only in the event of a "change in control"  
or other similar transaction or event. Any grant of Appreciation Rights may     
specify management objectives that must be achieved as a condition to the       
exercise of those rights.                                                       

     Management Objectives. The plan requires that New GenCorp's Board establish
performance goals for purposes of Performance Stock and Performance Units. In   
addition, if New GenCorp's Board so chooses, Option Rights, Restricted Stock and
Deferred Stock may also specify management objectives. Management objectives may
be described either in terms of firm-wide objectives, individual participant    
objectives, or objectives related to performance of the division, subsidiary,   
department or function within New GenCorp in which the participant is employed. 
Management objectives applicable to any award may include specified levels of   
and/or growth in                                                                

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(1) cash flow, (2) earnings per share, (3) earnings before interest and taxes,  
(4) earnings per share growth, (5) net income, (6) return on assets, (7) return 
on assets employed, (8) return on equity, (9) return on invested capital, (10)  
return on total capital, (11) revenue growth, (12) stock price, (13) total      
return to stockholders, (14) economic value added, (15) operating profit growth,
or any combination of those methods. If New GenCorp's Board determines that a   
change in the business, operations, corporate structure or capital structure of 
New GenCorp, or the manner in which it conducts its business, or other events or
circumstances render the management objectives unsuitable, New GenCorp's Board  
may modify the management objectives or the related minimum acceptable level of 
achievement, in whole or in part, as New GenCorp's Board deems appropriate and  
equitable, unless the result would be to make an award otherwise eligible for an
exemption under Section 162(m) of the Internal Revenue Code ineligible for such 
an exemption.                                                                   

    Transferability. Except as otherwise determined by New GenCorp's Board, no
Option Right or other award under the plan is transferable by a participant     
other than by will or the laws of descent and distribution, or (except for      
incentive stock options) to the participant's immediate family or trusts        
established solely for the benefit of one or more members of the immediate      
family. Except as otherwise determined by New GenCorp's Board, Option Rights are
exercisable during the optionee's lifetime only by him or her.                  

     The Board of Directors may specify at the date of grant that part or all of
the shares of New GenCorp common stock that are (1) to be issued or transferred 
by New GenCorp upon exercise of Option Rights, upon termination of the deferral 
period applicable to Deferred Stock or upon payment under any grant of          
Performance Stock or Performance Units or (2) no longer subject to the          
substantial risk of forfeiture and restrictions on transfer referred to in the  
plan, shall be subject to further restrictions on transfer.                     

Adjustments. The Plan provides that the number of shares available for
awards will be adjusted to account for (a) shares relating to awards that expire
or are forfeited under the Plan, or (b) shares that are transferred, surrendered
or relinquished in payment of the option exercise price for satisfaction of     
withholding rules for the exercise or receipt of awards under the Plan. This    
permits the grant of additional awards equal to the number of shares turned in  
by award recipients. The maximum number of shares of New GenCorp common stock   
covered by outstanding Option Rights, Deferred Stock, Performance Stock and     
Restricted Stock granted under the plan, and the prices per share applicable to 
those shares, are subject to adjustment in the event of stock dividends, stock  
splits, combinations of shares, recapitalizations, mergers, consolidations,     
spin-offs, reorganizations, liquidations, issuances of rights or warrants, and  
similar events. In the event of any such transaction, New GenCorp's Board is    
given discretion to provide a substitution of alternative consideration for any 
or all outstanding awards under the plan, as it in good faith determines to be  
equitable under the circumstances, and may require the surrender of all awards  
so replaced. New GenCorp's Board may also make or provide for adjustments in the
numerical limitations under the plan as New GenCorp's Board may determine       
appropriate to reflect any of the foregoing transactions or events.             

New GenCorp's Board is authorized to interpret the plan and related   
agreements and other documents. New GenCorp's Board may make awards to employees
under any or a combination of all of the various categories of awards that are  
authorized under the plan, or in its discretion, make no awards. The plan may be
amended from time to time by New GenCorp's Board. However, any amendment that   
must be approved by the shareholders of New GenCorp in order to comply with     
applicable law or the rules of the principal national securities exchange or    
quotation system upon which New GenCorp common stock is traded or quoted will   
not be effective unless and until such approval has been obtained in compliance 
with those applicable laws or rules. These amendments would include any increase
in the number of shares issued or certain other increases in awards available   
under the plan (except for increases caused by adjustments made pursuant to the 
plan). Presentation of the plan or any amendment of the plan for shareholder    
approval is not to be construed to limit New GenCorp's authority to offer       
similar or dissimilar benefits through plans that are not subject to shareholder
approval.                                                                       

New GenCorp's Board may provide for special terms for awards to       
participants who are foreign nationals or who are employed by New GenCorp       
outside the United States of America as New GenCorp's Board may consider        
necessary or appropriate to accommodate differences in local law, tax policy or 
custom.                                                                         

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  The plan provides that awards representing no more than 3% of the shares
available under the plan may not be required to meet certain restrictions       
otherwise applicable to restricted stock, deferred stock and performance stock  
awards under the plan.                                                          

    New GenCorp's Board may not, without further approval of its shareholders,
authorize the amendment of any outstanding Option Right to reduce the option    
price. Furthermore, no Option Right may be canceled and replaced with awards    
having a lower option price without further approval of the shareholders of New 
GenCorp. The plan does not confer on any participant a right to continued       
employment with New GenCorp.                                                    

Plan Benefits. Given the discretion of New GenCorp's Organization &   
Compensation Committee in administering the plan, it is not possible to         
determine in advance whether awards will be granted or how any types of awards  
authorized under New GenCorp's 1999 Equity and Performance Incentive Plan will  
be allocated among eligible participants. For information regarding options     
granted to the New GenCorp Named Officers during fiscal 1998, see "New GenCorp  
Management and Executive Compensation -- Summary Compensation Table."           

FEDERAL INCOME TAX CONSEQUENCES                                             

     Following is a brief summary of some of the federal income tax consequences
of various transactions under the plan based on federal income tax laws in      
effect on January 1, 1999. This summary is not intended to be exhaustive and    
does not describe state or local tax consequences.                              

    Option Rights. In general, (1) no income will be recognized by an optionee
at the time an Option Right which is not an Incentive Stock Option is granted;  
(2) at exercise, ordinary income will be recognized by the optionee in an amount
equal to the difference between the option price paid for the shares and the    
fair market value of the shares, if unrestricted, on the date of exercise; and  
(3) at sale, appreciation (or depreciation) after the date of exercise will be  
treated as either short-term or long-term capital gain (or loss) depending on   
how long the shares have been held.                                             

Incentive Stock Options. No income generally will be recognized by an 
optionee upon the grant or exercise of an Incentive Stock Option. If shares of  
New GenCorp common stock are issued to the optionee pursuant to the exercise of 
an Incentive Stock Option, and if no disqualifying disposition of those shares  
is made by that optionee within two years after the date of grant or within one 
year after the transfer of those shares to the optionee, then upon sale of the  
shares, any amount realized in excess of the option price will be taxed to the  
optionee as a long-term capital gain and any loss sustained will be a long-term 
capital loss.                                                                   

If shares of New GenCorp common stock acquired upon the exercise of an
Incentive Stock Option are disposed of prior to the expiration of either holding
period described above, the optionee generally will recognize ordinary income in
the year of disposition in an amount equal to the excess (if any) of the fair   
market value of such shares at the time of exercise (or, if less, the amount    
realized on the disposition of such shares if a sale or exchange) over the      
option price paid for those shares. Any further gain (or loss) realized by the  
participant generally will be taxed as short-term or long-term capital gain (or 
loss) depending on the holding period.                                          

Restricted Stock. The recipient of Restricted Stock generally will be 
subject to tax at ordinary income rates on the fair market value of the         
Restricted Stock reduced by any amount paid by the participant at such time as  
the shares are no longer subject to forfeiture or restrictions on transfer for  
purposes of Section 83 of the Internal Revenue Code. However, a recipient who   
elects under Section 83(b) of the Internal Revenue Code within 30 days of the   
date of transfer of the shares will have taxable ordinary income on the date of 
transfer of the shares equal to the excess of the fair market value of such     
shares (determined without regard to the restrictions) over the purchase price  
if any, of the Restricted Stock. If a Section 83(b) election has not been made, 
any dividends received that relate to Restricted Stock subject to restrictions  
generally will be treated as compensation that is taxable as ordinary income to 
the participant.                                                                

  Deferred Stock. No income generally will be recognized upon the award of
Deferred Stock. The recipient of a Deferred Stock award generally will be       
subject to tax at ordinary income rates on the fair market value of unrestricted
shares of New GenCorp common stock on the date that the shares are transferred  
to the participant under the award, reduced by any amount paid by the           
participant, and the capital gains/loss holding period for such shares will also
commence on that date.                                                          

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Performance Stock and Performance Units. No income generally will be  
recognized upon the grant of Performance Stock or Performance Units. Upon       
payment with respect to Performance Stock or Performance Units earned, the      
recipient generally will be required to include as taxable ordinary income in   
the year of receipt an amount equal to the amount of cash received and the fair 
market value of any unrestricted shares of New GenCorp common stock received.   

Appreciation Rights. No income will be recognized by a participant in 
connection with the grant of an Appreciation Right, whether or not it is granted
in connection with Option Rights. When the Appreciation Right is exercised, the 
participant will be required to include as taxable ordinary income in the year  
of exercise an amount equal to the amount of cash received and the fair market  
value of any unrestricted New GenCorp common stock received on the exercise.    

Special Rules Applicable to Officers and Directors. In limited        
circumstances where the sale of stock received as a result of a grant or award  
could subject an officer or director to suit under Section 16(b) of the         
Securities Exchange Act of 1934, the tax consequences to the officer or director
may differ from the tax consequences described above. In these circumstances,   
unless a special election has been made, the principal difference usually will  
be to postpone valuation and taxation of the stock received so long as the sale 
of the stock received could subject the officer or director to suit under       
Section 16(b) of the Securities Exchange Act of 1934, but no longer than six    
months.                                                                         

Tax Consequences To Participant's Employer. To the extent that a      
participant recognizes ordinary income in the circumstances described above, the
participant's employer will generally be entitled to a corresponding deduction, 
provided, among other things, that the income meets the test of reasonableness, 
does not, along with other income of the participant, exceed the limitation on  
deductible compensation under Section 162(m) of the Internal Revenue Code, is an
ordinary and necessary business expense, and is not an "excess parachute        
payment," and that any applicable withholding obligations are satisfied.        

  Compliance with Section 162(m) of the Internal Revenue Code. The plan is
intended to comply with rules for deductibility under Section 162(m) of the     
Internal Revenue Code and will be administered in accordance with Section       
162(m). Performance Units awarded to executives who are or may become subject to
Section 162(m) will provide for objective performance goals and are intended to 
qualify for deductibility without regard to the limits of Section 162(m). The   
maximum number of Option Rights of New GenCorp common stock that can be granted 
to any participant during any period of three consecutive fiscal years is       
1,000,000. The maximum number of shares of New GenCorp common stock covered by  
awards of Restricted Stock, Deferred Stock or Performance Stock under the plan  
cannot exceed 900,000 in the aggregate and, during any period of three          
consecutive fiscal years, the maximum number of shares of New GenCorp common    
stock covered by awards of Restricted Stock, Deferred Stock or Performance Stock
under the plan granted to any one participant cannot exceed 900,000 shares of   
New GenCorp common stock. In addition, no participant, in any period of one     
calendar year, may be granted Performance Units having an aggregate maximum     
value greater than $2,000,000 on the date of the grant.                         

   Withholding Taxes. To the extent that New GenCorp is required to withhold
federal, state, local or foreign taxes in connection with any payment made or   
benefit realized by a participant under the plan, and the amounts available to  
New GenCorp for that withholding are insufficient, it is a condition to the     
receipt of payment or the realization of the benefit that the participant make  
arrangements satisfactory to New GenCorp for payment of the balance of those    
taxes required to be withheld, which arrangements (in the discretion of New     
GenCorp's Board) may include relinquishment of a portion of that benefit. New   
GenCorp and a participant or such other person may also make arrangements with  
respect to payment in cash of any taxes with respect to which withholding is not
required. No common share or benefit witholding shall exceed the minimum        
required witholding.                                                            

ACCOUNTING TREATMENT.                                                       

Performance Shares and Performance Units will require a charge against
income of New GenCorp periodically representing increases in the value of the   
anticipated benefits. The charge is based on the dollar amount expected to be   
paid at the end of the performance period. Restricted Stock and Deferred Stock  
will require a charge against income equal to the fair market value of the      
awarded shares at the time of award less the amount, if any, paid or payable by 
the awardee. The charge is spread over the earn-out period for the Restricted or

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Deferred Stock. Given the variety of awards that may be made separately or in   
combination under the plan, actual awards may result in periodic charges against
income in some other circumstances.                                             

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL        
ARRANGEMENTS.                                                                   

Mr. Robert A. Wolfe's July 28, 1997 employment agreement provides 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 New GenCorp or       
Aerojet terminates within three years of his employment date other than due to  
death, disability or change-in-control of Aerojet. If Mr. Wolfe's employment    
with Aerojet and New GenCorp terminates due to a change-in-control of Aerojet or
New GenCorp within five years of his employment date, New 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 New GenCorp Benefits         
Restoration Plan; if his employment with Aerojet and New GenCorp terminates for 
any reason after three years from his employment date, New GenCorp will         
guarantee a minimum annual retirement income of $57,239.                        

    Mr. Terry Hall's May 6, 1999 employment agreement provides an initial base
salary of $310,000 per annum and a guaranteed 1999 incentive bonus equal to 75% 
of his starting base salary. 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 New GenCorp 
or Aerojet 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. If the proposed Distribution is abandoned for any reason,
the total amount of restricted shares will be forfeited, Mr. Hall's annual      
salary of $310,000 will be continued for one year from the date of abandonment  
of the Distribution and he will be eligible for a payment equal to an additional
50% of his annual salary in consideration for lost incentive opportunity.       

     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. Mr. Wolfe's agreement includes a provision for payment of the same   
severance compensation if his employment is terminated within three years after 
a change-in-control of Aerojet. The severance agreements renew annually unless  
terminated pursuant to their provisions.                                        

 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, New GenCorp or Omnova    
Solutions, attain specific performance objectives (including completion of the  
Distribution) and meet all plan requirements. In the event that the Distribution
does not occur before February 1, 2000, for whatever reason, a pro rata share of
the retention payment will be made and there will be no obligation to pay any   
future payments. To date, 14 key employees have 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 Named New GenCorp 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; and Mr. Fischer, $75,000 and $75,000.                                  

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     GenCorp has adopted a transfer policy for some key employees of GenCorp who
will remain employees of New GenCorp after the Distribution. Transfer agreements
will 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 New 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 New 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 Distribution. To date, the following Named New    
GenCorp Officers received transfer agreements: Mr. Phillips and Mr. Harmon.     

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OMNOVA SOLUTIONS MANAGEMENT AND EXECUTIVE COMPENSATION

OMNOVA SOLUTIONS MANAGEMENT                                                     

    The following table sets forth the names and information as to the persons
who are expected to serve as Directors and executive officers of Omnova         
Solutions immediately after the Distribution. We anticipate that following the  
Distribution, the number of directors on the Omnova Solutions Board will be set 
at nine, and there will be three vacancies on the Omnova Solutions Board        
following the Distribution. The Omnova Solutions Board may fill one or more of  
those vacancies and those persons will serve until the annual meeting of Omnova 
Solutions shareholders to be held in 2000, 2001 or 2002. GenCorp is currently   
evaluating additional candidates to serve as additional directors of Omnova     
Solutions following the Distribution.                                           

                                                        [Enlarge/Download Table]

                                         DIRECTOR OF           EXPECTED POSITION       
               NAME                AGE  GENCORP SINCE        WITH OMNOVA SOLUTIONS     
               ----                ---  -------------        ---------------------     
                                                                                       
Edward P. Campbell................ 49       1999       Director                        
Charles A. Corry.................. 67       1995       Director                        
Diane E. McGarry.................. 49       1995       Director                        
Steven W. Percy................... 52       1997       Director                        
Dr. R. Byron Pipes................ 57       1993       Director                        
John B. Yasinsky.................. 60       1993       Chairman and Chief Executive    
                                                       Officer; Director               
Marvin W. Zima.................... 61        N/A       Vice President; President,      
                                                       Performance Chemicals Division  
Kevin M. McMullen................. 38        N/A       Vice President; President,      
                                                       Decorative & Building Products  
                                                       Division                        
Michael E. Hicks.................. 41        N/A       Senior Vice President and Chief 
                                                       Financial Officer               
James C. LeMay.................... 42        N/A       Senior Vice President, Law and  
                                                       General Counsel                 
Nathaniel J. Mass................. 48        N/A       Senior Vice President, Strategic
                                                       Growth                          
Gregory T. Troy................... 44        N/A       Senior Vice President, Human    
                                                       Resources                       
Cynthia A. Slack.................. 50        N/A       Secretary                       

EDWARD P. CAMPBELL                                                              

     Mr. Campbell has served as President and Chief Executive Officer of Nordson
Corporation, Westlake, OH, an international manufacturer of industrial          
application equipment, since 1997. Prior to that time, he was Chief Operating   
Officer of Nordson from 1994 to 1997 and Vice President of Nordson from 1988 to 
1994. He is also a director of KeyCorp, Cleveland, OH. Mr. Campbell is a member 
of the Audit and Finance Committees of GenCorp's Board.                         

CHARLES A. CORRY                                                                

  Mr. Corry currently serves as a director of USX Corporation, Pittsburgh,
PA, a producer of energy and metal products and until recently, Mr. Corry also  
served as Chairman of the Executive Committee of USX. He was Chairman and Chief 
Executive Officer of USX from 1989 until his retirement in 1995 and President   
and a director since February 1988. He is also a director of Mellon Bank        
Corporation and Mellon Bank, N.A., Pittsburgh, PA. Mr. Corry is Chairman of the 
Organization & Compensation Committee and a member of the Finance, Nominating & 
Corporate Governance and Executive Committees of the GenCorp Board.             

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DIANE E. MCGARRY                                                                

    Ms. McGarry has served as Senior Vice President, Eastern Operations, North
American Solutions Group, of Xerox Corporation, Rochester, NY, a manufacturer of
copiers and electronic office equipment, since January 1999. She was previously 
Vice President/General Manager of the Color Solutions Business Unit of Xerox    
from March 1998 until January 1999; Chairman, President and Chief Executive     
Officer of Xerox Canada Inc., North York, Ontario, Canada, from 1993 until March
1998; Director, Sales Operations for the United Kingdom for Rank Xerox, a joint 
venture between Xerox and the Rank Organization from 1991 to 1993; and Executive
Assistant to the Chairman and Chief Executive Officer of Xerox from February    
1990 to 1991. Ms. McGarry is a member of the Audit and Organization &           
Compensation Committees and Chairperson of the Government Affairs &             
Environmental Issues Committee of the GenCorp Board.                            

STEVEN W. PERCY                                                                 

    Mr. Percy has served as Chairman and Chief Executive Officer of BP America
Inc., Cleveland, OH, a petroleum extraction, refining and distribution company, 
from 1996 until March 31, 1999 and the BP/Amoco merger. He was Executive Vice   
President of BP America and President of BP Oil in the United States from 1992  
to 1996; and Group Treasurer of the British Petroleum Company, plc and Chief    
Executive of BP Finance International from 1989 until 1992. Mr. Percy is a      
member of the Organization & Compensation and Nominating & Corporate Governance 
Committees of the GenCorp Board.                                                

DR. R. BYRON PIPES                                                              

Dr. Pipes has served as Distinguished Visiting Scientist, College of  
William and Mary, Williamsburg, VA since 1998. He was the Seventeenth President 
of Rensselaer Polytechnic Institute, Troy, NY from 1993 until 1998. He was      
Provost of the University of Delaware from 1991 until 1993 and Dean of the      
College of Engineering from 1985 until 1993. Dr. Pipes is Chairman of the       
Nominating & Corporate Governance Committee and a member of the Executive and   
Finance Committees of the GenCorp Board.                                        

JOHN B. YASINSKY                                                                

   Mr. Yasinsky has served as Chairman of the GenCorp Board since March 1995
and Chief Executive Officer and President of GenCorp since July 1994. He was    
President and Chief Operating Officer of GenCorp from November 1993 until July  
1994. Previously, he was Group President, Westinghouse Electric Corporation,    
Pittsburgh, PA, a power generation and electrical equipment manufacturing       
company, from February 1993 until November 1993 and President, Westinghouse     
Power Systems from 1990 to 1993. He is also a director of CMS Energy            
Corporation, Dearborn, MI and Consumers Power Company, Jackson, MI. Mr. Yasinsky
is Chairman of the Executive Committee of the GenCorp Board.                    

MARVIN W. ZIMA                                                                  

Mr. Zima has served as Vice President of GenCorp since August 1994 and
President of GenCorp's Performance Chemicals business unit since 1991. He was   
previously President and Chief Executive Officer of Uniroyal Engineered Products
from 1987 to 1991 and held various other management positions with Uniroyal from
1982 to 1987.                                                                   

KEVIN M. MCMULLEN                                                               

Mr. McMullen has served as Vice President of GenCorp and President of 
GenCorp's Decorative & Building Products business unit since September 1996. He 
was previously General Manager of General Electric Corporation's Lighting       
Division from 1991 to 1996 and Senior Engagement Manager at McKinsey and        
Company, a business consulting firm, from 1985 to 1991.                         

MICHAEL E. HICKS                                                                

    Mr. Hicks has served as Senior Vice President, Chief Financial Officer and
Treasurer of GenCorp since February 1999. He was previously Treasurer of GenCorp
since September 1994 and Director of Treasury of GenCorp from 1989 to 1994.     
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JAMES C. LEMAY                                                                  

Mr. LeMay has served as Assistant General Counsel of GenCorp since May
1997. He was previously Senior Counsel of GenCorp from May 1990 to May 1997.    

NATHANIEL J. MASS                                                               

     Mr. Mass has served as Senior Vice President of Strategic Growth of GenCorp
since June 1996. He was previously Partner and Director of the Business Dynamics
Center, McKinsey and Company from 1994 to June 1996; Chief Executive Officer,   
Light Sciences Inc. from 1991 to 1993 and Director of Worldwide Strategic       
Planning, Exxon Chemical Company from 1988 to 1991.                             

GREGORY T. TROY                                                                 

   Mr. Troy has served as Director, Human Resources of Performance Chemicals
since December 1996. He was previously Director, Human Resources of Bosch       
Braking Systems (formerly AlliedSignal) from 1995 to December 1996; Employee    
Relations Area Manager Manufacturing of Mobil Corporation's Plastics Division   
from 1994 to 1995; Senior Human Resources Advisor of Mobil's Petrochemicals     
Division from 1993 to 1994 and Employee Relations Manager of Mobil's Houston    
Olefina Plant from 1991 to 1993.                                                

CYNTHIA A. SLACK                                                                

     Ms. Slack has served as Assistant Secretary and Senior Counsel, Finance and
Securities of GenCorp since September 1997. Previously, Ms. Slack was Assistant 
Secretary and Counsel, Finance and Securities of GenCorp from March 1997 to     
September 1997 and Counsel, Finance and Securities of GenCorp since February    
1990.                                                                           

CLASSIFICATION OF OMNOVA SOLUTIONS BOARD                                        

     Omnova Solutions' certificate of incorporation will provide that the Omnova
Solutions Board will be divided into three classes of directors to be as nearly 
equal in number of directors as possible. Class I will consist of John B.       
Yasinsky and Dr. R. Byron Pipes and their current term of office will expire at 
Omnova Solutions' 2000 annual meeting of shareholders. Class II will consist of 
Diane E. McGarry and Steven W. Percy and their current term of office will      
expire at Omnova Solutions' 2001 annual meeting of shareholders. Class III will 
consist of Edward P. Campbell and Charles A. Corry and their current term of    
office will expire at Omnova Solutions' 2002 annual meeting of shareholders. At 
each annual shareholders' meeting, directors will be elected for a term of three
years and hold office until their successors are elected and qualified or until 
their earlier removal or resignation. Newly created directorships resulting from
an increase in the number of directors or any vacancies on Omnova Solutions'    
Board resulting from death, resignation, disqualification, removal or other     
cause may be filled by a majority of the remaining directors then in office.    

COMMITTEES                                                                      

  The Omnova Solutions Board is expected to have five standing committees:
(1) Organization & Compensation; (2) Audit; (3) Executive; (4) Finance; and (5) 
Nominating & Corporate Governance.                                              

ORGANIZATION & COMPENSATION COMMITTEE. The Organization & Compensation
Committee will review periodically the organization of Omnova Solutions and its 
management, including major changes in the organization of Omnova Solutions and 
the responsibility of management as proposed by the Chief Executive Officer. It 
will monitor executive development and succession planning, review the          
effectiveness and performance of senior management and make recommendations to  
the Omnova Solutions Board concerning the appointment and removal of officers.  
It will also periodically review the compensation philosophy, policies and      
practices of Omnova Solutions and make recommendations to the Omnova Solutions  
Board concerning major changes, as appropriate. It will annually review changes 
in Omnova Solutions' employee benefit, savings and retirement plans and report  
on those changes to the Omnova Solutions Board. The committee will also         
administer Omnova Solutions' incentive and deferred compensation plans and      
approve, and in some cases recommend to the Omnova Solutions Board for approval,
the compensation of employee-directors, officers, and principal executives of   

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Omnova Solutions. The members of the Organization & Compensation Committee are  
expected to be Charles A. Corry, Chairman, Edward P. Campbell, Diane E. McGarry 
and Steven W. Percy.                                                            

    AUDIT COMMITTEE. The Audit Committee will review and evaluate the scope of
the audits to be performed, the adequacy of services performed by, and the fees 
and compensation of the independent auditors and receive and review a report    
from the independent auditors prior to the publication of Omnova Solutions'     
audited financial statements. It will also consider and recommend to the Omnova 
Solutions Board the selection of the independent auditors to examine the        
consolidated financial statements of Omnova Solutions for the next year. It will
review and evaluate the scope and appropriateness of Omnova Solutions' internal 
audit programs and plans and its system of internal control. The committee will 
review and evaluate the appropriateness of Omnova Solutions' accounting         
principles and practices and financial reporting and receive periodic reports   
from the internal audit and law departments on a number of matters, including   
compliance with Omnova Solutions' policy on legal and ethical conduct. Members  
of the Audit Committee are expected to be: Steven W. Percy, Chairman, Edward P. 
Campbell and Diane E. McGarry.                                                  

    EXECUTIVE COMMITTEE. During the intervals between meetings of the Board of
Directors, the Executive Committee, unless restricted by resolution of the      
Omnova Solutions Board, will be able to exercise, under the control and         
direction of the Omnova Solutions Board, all of the powers of the Omnova        
Solutions Board in the management and control of the business of Omnova         
Solutions. Members of the Executive Committee are expected to be: John B.       
Yasinsky, Chairman, Charles A. Corry and R. Byron Pipes.                        

   FINANCE COMMITTEE. The Finance Committee will make recommendations to the
Omnova Solutions Board in regard to Omnova Solutions' planning with respect to  
its capital structure and raising of its long-term capital and with regard to   
dividend actions. It will review the performance and management of Omnova       
Solutions' employee benefit funds and make recommendations to the Omnova        
Solutions Board in regard to contributions to any pension plan, profit sharing, 
retirement or savings plan of Omnova Solutions, or any proposed changes in the  
funding method or interest assumption or in amortization of liabilities in      
connection with funding any plan. Members of the Finance Committee are expected 
to be: Edward P. Campbell, Chairman, Charles A. Corry, Steven W. Percy and R.   
Byron Pipes.                                                                    

 NOMINATING & CORPORATE GOVERNANCE COMMITTEE. The Nominating & Corporate
Governance Committee will periodically review and make recommendations to the   
Omnova Solutions Board concerning the criteria for selection and retention of   
directors, the composition of the Omnova Solutions Board, structure and function
of Omnova Solutions Board committees, retirement policies and compensation and  
benefits of directors. It will recommend to the Omnova Solutions Board qualified
candidates to serve as directors of Omnova Solutions and aid in attracting      
qualified candidates to the Omnova Solutions Board. It will also consider and   
make recommendations to the Omnova Solutions Board concerning direct nominations
submitted by shareholders. Members of the Nominating & Corporate Governance     
Committee are expected to be: R. Byron Pipes, Chairman, Charles A. Corry and    
Diane E. McGarry.                                                               

COMPENSATION OF DIRECTORS                                                       

  Each nonemployee director of Omnova Solutions will receive a retainer of
$24,000 per year and an attendance fee of $1,000 for each Board and Committee   
meeting attended. Nonemployee directors who served as Chairman of a committee of
the Omnova Solutions Board will receive an annual fee of $2,000 in consideration
of that service.                                                                

Nonemployee directors will be able to elect annually 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 will be unfunded, and deferred amounts will be credited, at 
the election of the director, with phantom shares in an Omnova Solutions stock  
fund, an S&P 500 index fund, or a cash deposit program. Deferred amounts and    
earnings will be payable after termination of Omnova Solutions Board service in 
either a lump sum or installments as elected by the director.                   

 In March 1998 each GenCorp nonemployee director received 200 restricted
shares of GenCorp common stock. These restricted shares will vest March 25,     
2000. In March 1999, each GenCorp nonemployee director                          

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received 250 restricted shares of GenCorp common stock. These restricted shares 
will vest on March 30, 2001. Vesting will be accelerated in full upon           
resignation from the GenCorp Board to serve on the Omnova Solutions Board.      
Dividends on restricted shares are automatically reinvested through GenCorp's   
dividend reinvestment program unless a director chooses otherwise. All shares   
may be voted, but ownership may not be transferred until service on the GenCorp 
Board terminates. Unvested shares will be forfeited in the event of a voluntary 
resignation (other than resignation to serve on the Omnova Solutions Board) or  
refusal to stand for reelection, but vesting will be accelerated in the event of
death, disability or retirement pursuant to GenCorp'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% of more of the outstanding GenCorp   
common stock.                                                                   

     Nonemployee directors of Omnova Solutions will be eligible for stock option
grants and restricted stock awards under the Omnova Solutions 1999 Equity and   
Performance Incentive Plan.                                                     

   Each nonemployee director who terminates his or her service on the Omnova
Solutions Board after at least 60 months of service (including service on the   
GenCorp Board) will receive an annual retirement benefit equal to the retainer  
in effect on the date the director's service terminates, payable in monthly     
installments, until the number of monthly payments made equals the lesser of (1)
the individual's months of service as a director, or (2) 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 Omnova Solutions Board's retirement policy, a director's term of
office normally will expire at the annual meeting following his or her          
seventieth birthday regardless of the term of the class for which the director  
was last elected. Under special circumstances, however, the Omnova Solutions    
Board may waive immediate compliance and request that a director postpone his or
her retirement until a later date.                                              

Directors who are also employees of Omnova Solutions will not be      
compensated separately for serving on the Omnova Solutions Board and will not be
paid a retainer or additional compensation for attendance at Board or committee 
meetings.                                                                       

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

    The following tables set forth information concerning annual and long-term
compensation for services rendered to GenCorp for fiscal 1998, 1997 and 1996 by 
those persons who are expected to be the Chief Executive Officer and the other  
four most highly compensated executive officers of Omnova Solutions (determined 
by reference to fiscal 1998 compensation) immediately following the Distribution
(the "Named Omnova Solutions Executive Officers").                              

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                       ANNUAL COMPENSATION                LONG TERM COMPENSATION                                
                             ---------------------------------------   ----------------------------                             
                                                                                  AWARDS               PAYOUTS                  
                                                                       ----------------------------  ------------               
                                                                       RESTRICTED                        LTIP                   
                                                        OTHER ANNUAL     STOCK        SECURITIES       PAYOUTS       ALL OTHER  
      NAME AND CURRENT              SALARY     BONUS    COMPENSATION     AWARDS       UNDERLYING     COMPENSATION   COMPENSATION
     PRINCIPAL POSITION      YEAR     ($)       ($)         ($)           ($)       OPTIONS/SARS(8)      ($)        ($)(12)(13) 
     ------------------      ----   -------   -------   ------------   ----------   ---------------  ------------   ------------
                                                                                                                                
John B. Yasinsky............ 1998   695,833   800,000(1)    16,000(6)     --             85,000        420,000(9)      69,563   
  Chairman, Chief            1997   666,667   850,000(2)    16,000(6)     --            100,000        698,200(10)     54,466   
  Executive Officer          1996   620,833   600,000(3)    16,000(6)     --            100,000        281,266(11)     47,065   
  and President of GenCorp                                                                                                      
Nathaniel J. Mass........... 1998   338,333   295,000(1)     6,643(7)     --             24,000         98,539(9)      28,050   
  Senior Vice President,     1997   320,833   285,000(2)   156,696(7)     --             30,000             --         18,324   
  Strategic Growth of        1996   144,423   250,000(4)     2,621(7)     --             75,000             --          6,066   
    GenCorp                                                                                                                     
Kevin M. McMullen........... 1998   275,000   225,000(1)        --        --             20,000        125,441(9)      20,063   
  Vice President;            1997   270,833   175,000(2)        --        --             25,000             --         16,405   
  President, Decorative      1996    56,890   220,000(5)        --        --             75,000             --          1,876   
  & Building Products                                                                                                           
  business unit of GenCorp                                                                                                      
Marvin W. Zima.............. 1998   211,667   208,000(1)    10,000(6)     --             15,000         24,143(9)      15,266   
  Vice President;            1997   202,500    87,000(2)    10,000(6)     --             15,000         74,456(10)     16,782   
  President of               1996   187,500   140,000(3)    10,000(6)     --             15,000         88,545(11)     16,478   
  Performance Chemicals                                                                                                         
  business unit of GenCorp                                                                                                      
Michael E. Hicks............ 1998   160,000    66,900(1)        --        --              5,000         42,175(9)      14,002   
  Senior Vice President      1997   150,883    75,200(2)        --        --             13,000         70,271(10)     11,930   
  and Chief Financial        1996   129,667    50,000(3)        --        --              7,000             --          9,912   
  Officer of GenCorp                                                                                                            

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

 (1) Elected officers 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. Yasinsky, 4,163 shares; Mr. Mass,
   1,416 shares; Mr. McMullen, 1,146 shares; Mr. Zima, 1,639 shares; and Mr.
Hicks, 1,480 shares.                                                  

 (2) Elected officers 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. Yasinsky, 4,179 shares; Mr. Mass
 1,349 shares; Mr. McMullen, 837 shares; Mr. Zima, 2,344 shares; and Mr.
Hicks, 2,178 shares.                                                  

(3) Messrs. Yasinsky, Zima and Hicks received part payment of their 1996      
     incentive bonuses in shares of GenCorp common stock (based upon the closing
price on January 20, 1997 as reported on the NYSE) as follows: Mr.    
    Yasinsky, 9,140 shares; Mr. Zima, 1,278 shares; and Mr. Hicks, 122 shares.

(4) Includes a 1996 year-end payment of $100,000 and a one-time payment of    
   $150,000 pursuant to Mr. Mass' employment agreement to compensate him for
loss of a 1996 bonus from his former employer.                        

(5) Includes a 1996 year-end incentive bonus of $125,000 and a hiring bonus of
$95,000 pursuant to Mr. McMullen's employment agreement.              

(6) Cash allowance in lieu of a company provided automobile. Perquisites and  
 other personal benefits provided to the Named Omnova Solutions Officers
     during 1998, 1997 and 1996 did not exceed disclosure thresholds established
by the Securities and Exchange Commission.                            

(7) Reimbursement for taxes payable in connection with relocation.            

(8) Shares of GenCorp common stock underlying options granted pursuant to the 
GenCorp Inc. 1997 and 1993 Stock Option Plans.                        

 (9) 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.                                                    

(10) 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. Mass and McMullen did not participate during the
1995-1997 performance period.                                         

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(11) Awards paid for the 1994-1996 performance period under GenCorp's Long-Term 
 Incentive Program. Messrs. Mass, McMullen and Hicks did not participate
during the 1994-1996 performance period.                              

(12) Amounts accrued as dividend and interest earnings on prior years' awards   
  under GenCorp's Stock Incentive Compensation Plan. Dividends declared on
common stock credited to the executive's account in the trust fund are
credited to the executive's account 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 actual value of the shares
     distributed on a future payment date will be based upon the market value of
 GenCorp common stock at the future payment date. Amounts accrued during
    1998, and the number of shares attributable thereto were: Mr. Zima, $1,826
  or 73 shares and Mr. Hicks, $3,418 or 137 shares. Messrs. Yasinsky, Mass
and McMullen did not participate in the Plan.                         

(13) Company contributions to the executive's account in the GenCorp Retirement 
    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 1998
 were: Mr. Yasinsky $69,563, Mr. Mass $28,050, Mr. McMullen $20,063, Mr.
Zima $13,440 and Mr. Hicks $10,584.                                   

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OPTION/SAR GRANTS IN LAST FISCAL YEAR 

                                                                [Download Table]

                            INDIVIDUAL GRANTS                                      
                      -----------------------------                                
                       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   
        ----          ------------   --------------   ----------------   ----------
                                                                                   
John B. Yasinsky.....    85,000          11.30%           $30.1875        3-25-08  
Nathaniel J. Mass....    24,000           3.19            $30.1875        3-25-08  
Kevin M. McMullen....    20,000           2.66            $30.1875        3-25-08  
Marvin W. Zima.......    15,000           1.99            $30.1875        3-25-08  
Michael E. Hicks.....    15,000           0.66            $30.1875        3-25-08  
All Shareholders(5)..       N/A            N/A                 N/A            N/A  



                        POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL               
                      RATES OF STOCK PRICE APPRECIATION FOR OPTION TERM            
                                      (TEN YEARS)(3)(4)                            
                      -------------------------------------------------            
        NAME            0% ($)           5% ($)            10% ($)                 
        ----          -----------   ----------------   ----------------            
                                                                                   
John B. Yasinsky.....    $  0            1,613,704          4,089,444              
Nathaniel J. Mass....       0              455,634          1,154,666              
Kevin M. McMullen....       0              379,695            962,222              
Marvin W. Zima.......       0              284,771            721,667              
Michael E. Hicks.....       0               94,924            240,556              
All Shareholders(5)..       0        2,041,909,423      3,251,399,497              

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

(1) Non-qualified stock options granted pursuant to the GenCorp Inc. 1997 Stock 
Option Plan ("Plan") for the number of shares of GenCorp common stock   
    indicated. No stock appreciation rights were granted in 1998. Options become
    exercisable in 25% increments on September 22, 1998 and March 25, 1999, 2000
and 2001, 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 method      
    assumes a stock price of $30.1875, $49.17 and $78.30, respectively, at March
25, 2008.                                                               

(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. GenCorp 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) Based upon 41,525,640 shares of GenCorp common stock outstanding on December
31, 1998.                                                               

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 

FISCAL YEAR-END OPTION/SAR VALUES 

                                                        [Enlarge/Download Table]

                                                        NUMBER OF SECURITIES                                  
                                                       UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED IN-THE-
                           SHARES                   OPTIONS/SARS AT FISCAL YEAR      MONEY OPTIONS /SARS AT   
                          ACQUIRED                           END (#)(1)               FISCAL YEAR END ($)     
                             ON          VALUE      ----------------------------  ----------------------------
         NAME           EXERCISE (#)  REALIZED ($)  EXERCISABLE    UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
         ----           ------------  ------------  -----------    -------------  -----------    -------------
                                                                                                              
John B. Yasinsky.......        0              0       444,050         138,750     $4,304,787       $484,375   
Nathaniel J. Mass......    2,000        $12,625        75,250          51,750        606,531        264,844   
Kevin M. McMullen......        0              0        73,750          46,250        667,969        269,531   
Marvin W. Zima.........        0              0        14,750          21,250        108,375         56,250   
Michael E. Hicks.......        0              0        20,050          10,250        181,213         36,563   

---------------                                                                 
(1) No SARs have been issued under the Plan.                                    

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LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                      ESTIMATED FUTURE           
                                                                     PAYOUTS UNDER NON-          
                                                                     STOCK PRICE-BASED           
                                                  PERFORMANCE OR        PLANS(2)(3)              
                                 NUMBER OF      OTHER PERIOD UNTIL  --------------------         
                              SHARES, UNITS OR    MATURATION OR     THRESHOLD    TARGET   MAXIMUM
            NAME                OTHER RIGHTS          PAYOUT           ($)         ($)      ($)  
            ----              ----------------  ------------------  ---------    -------  -------
                                                                                                 
John B. Yasinsky.............        (1)             3 Years         224,375     448,750  897,500
Nathaniel J. Mass............        (1)             3 Years          63,333     126,667  253,333
Kevin M. McMullen............        (1)             3 Years          49,583      99,167  198,333
Marvin W. Zima...............        (1)             3 Years          30,617      61,233  122,467
Michael E. Hicks.............        (1)             3 Years          23,520      47,040   94,080

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

(1) Indicates awards under the GenCorp Inc. Long-Term Incentive Program         
    ("Program") pursuant to which key employees designated by the Organization &
  Compensation Committee of the GenCorp Board may 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 ("performance goals") over a three-year performance period. For
   the 1998-2000 performance period, threshold, target and maximum performance
   goals for corporate officers are designated 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. No payments are made under the Program if financial performance for
the performance period falls below threshold levels.                    

(2) Percentages of average annual compensation (determined for the three-year   
  performance period) payable to participants upon attainment of performance
goals for the 1998-2000 performance period are as follows:              

                                                        [Enlarge/Download Table]

                                                           THRESHOLD  TARGET  MAXIMUM
                                                           ---------  ------  -------
                                                                                     
GenCorp Chairman, CEO and President.......................    15%       30%     60%  
GenCorp Senior Vice Presidents / Other Corporate                                     
  Officers................................................    10%       20%     40%  
GenCorp Business Unit Presidents..........................    10%       20%     40%  

(3) For purposes of the table above, estimated future payouts have been         
calculated on the basis of the participant's 1998 fiscal year salary and
bonus shown in the Summary Compensation Table above. Performance awards 
  under GenCorp's Long-Term Incentive Program for the three-year performance
period ending November 30, 1999 will be determined based upon (1) actual
performance up to the date of the special dividend contemplated by the  
    Distribution, and (2) budgeted performance, for the remainder of the period,
 according to GenCorp's annual operating plan. Pro rata performance awards
will be paid under the GenCorp plan for the performance periods ending  
November 30, 2000 and November 30, 2001. Pro rata performance awards for
each partial performance period will be determined based upon (1) actual
performance up to the date of the special dividend contemplated by the  
   Distribution, and (2) budgeted performance, for the remainder of the fiscal
    year ending November 30, 1999, according to GenCorp's annual operating plan.

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. Mass, McMullen, Zima and Hicks have been determined        
pursuant to a formula which utilizes five-year average compensation for years of
service prior to December 1, 1999 and a career average formula for service from 
December 1, 1999 to normal retirement. The benefit for Mr. Yasinsky has been    
determined pursuant to the terms of his employment agreement. Estimated benefits
are shown below because the required calculations do not lend 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.                      

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                                                        [Enlarge/Download Table]

                                                             APPROXIMATE          ESTIMATED      
                                                          YEARS OF CREDITED    ANNUAL BENEFITS   
                                                             SERVICE AT           PAYABLE AT     
                          NAME                            NORMAL RETIREMENT  NORMAL RETIREMENT(1)
                          ----                            -----------------  --------------------
                                                                                                 
John B. Yasinsky(2)......................................        41                $885,442      
Nathaniel J. Mass........................................        19                 224,647      
Kevin M. McMullen........................................        29                 245,717      
Marvin W. Zima...........................................        11                  58,915      
Michael E. Hicks.........................................        45                 163,780      

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

(1) Retirement benefits shown in the table for Messrs. Mass, McMullen, Zima and 
    Hicks were calculated pursuant to the terms of the Pension Plan for Salaried
  Employees of GenCorp Inc. (the "GenCorp Pension Plan"). There is no offset
for Social Security payments. Mr. Yasinsky's retirement benefit has been
    determined pursuant to the supplemental pension provisions of his employment
agreement described under " -- Employment Contracts and Termination of  
Employment and Change in Control Arrangements."                         

    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, 1998 and that the pension plan
under which the estimated benefit is calculated will remain unchanged.  

   Benefits for Messrs. Mass, McMullen, Zima and Hicks have been determined by
a formula which provides for a benefit (A) for years of service prior to
  December 1, 1999 of (1) 1.125% of five-year average compensation ("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, 1999 (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 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 those reductions will be restored to the individual pursuant to the
    terms of GenCorp's Benefits Restoration Plan, a nonfunded plan with benefits
payable out of the general assets of GenCorp.                           

(2) Mr. Yasinsky's benefit is the product of (1) total years of service         
 (including 30 years credited upon Mr. Yasinsky's employment with GenCorp,
    plus additional years accrued as an employee with Omnova Solutions until age
65), (2) 1.47%, and (3) the average of his five highest years of        
compensation (salary and incentive bonus only) during the ten years     
preceding retirement. Under the terms of Mr. Yasinsky's employment      
    agreement, amounts determined pursuant to the foregoing formula will be paid
out of GenCorp funds and will be offset by any payments made from the   
GenCorp Pension Plan and the pension plan of his prior employer.        

OMNOVA SOLUTIONS 1999 EQUITY AND PERFORMANCE INCENTIVE PLAN                     

   Omnova Solutions desires to establish an equity performance and incentive
plan in order to integrate GenCorp's existing stock option and long-term        
incentive plans and to more closely align the interests of its executives with  
those of Omnova Solutions' shareholders. For this purpose, subject to the       
approval of the shareholders, Omnova Solutions has adopted the Omnova Solutions 
1999 Equity and Performance Incentive Plan. A copy of the plan is attached to   
this proxy statement as Annex D. A summary of the plan is set forth below.      

   Approximately 8 officers, 50 key employees and 8 nonemployee directors of
Omnova Solutions are expected to be eligible to receive awards under the plan.  

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PLAN SUMMARY                                                                

General. Under the plan, Omnova Solutions' Board is authorized to make
awards of (1) options to purchase shares of Omnova Solutions' common stock, (2) 
performance stock and performance units, (3) restricted stock, (4) deferred     
stock or (5) appreciation rights. Omnova Solutions' Organization and            
Compensation Committee will be authorized to oversee the plan and to make awards
and grants under the plan.                                                      

    Shares Available Under the Plan. The number of shares of Omnova Solutions'
common stock that may be issued or transferred (1) upon the exercise of options 
("Option Rights"), (2) as restricted stock ("Restricted Stock") and released    
from all substantial risks of forfeiture, (3) as deferred stock ("Deferred      
Stock"), (4) in payment of performance stock ("Performance Stock") or           
performance units ("Performance Units") that have been earned, (5) in payment of
dividend equivalents paid with respect to awards made under the plan, or (6) in 
payment of appreciation rights may not exceed a total of 2,400,000, subject to  
some adjustments pursuant to the terms of the plan. These shares of common stock
may be original issue or treasury shares or a combination of both.              

  Eligibility. Officers, key employees and nonemployee directors of Omnova
Solutions, as well as any person who has agreed to begin serving in such        
capacity within 30 days of the date of the grant are eligible to be selected by 
Omnova Solutions' Board to receive benefits under the plan. Omnova Solutions'   
Organization and Compensation Committee will select those who will receive      
grants on the basis of management objectives.                                   

 Option Rights. Option Rights entitle the optionee to purchase shares of
Omnova Solutions' common stock at a predetermined price per share (which may not
be less than the market value at the date of grant, except for non-qualified    
stock options granted in lieu of salary or bonus, which may be not less than 85%
of the market value at the date of grant). Each grant will specify whether the  
option price will be payable (1) in cash at the time of exercise, (2) by the    
transfer to Omnova Solutions of shares of common stock owned by the optionee for
at least six months, having a value at the time of exercise equal to the option 
price, (3) if authorized by Omnova Solutions' Board or its Organization and     
Compensation Committee, the delivery of shares of Restricted Stock or other     
forfeitable shares, Deferred Stock, Performance Stock, other vested Option      
Rights, or Performance Units, or (4) a combination of those payment methods.    
Grants may provide for deferred payment of the option price from the proceeds of
sale through a broker on the date of exercise of some or all of the shares of   
Omnova Solutions' common stock to which the exercise relates.                   

  No Option Rights may be exercisable more than ten years from the date of
grant. Each grant must specify the period of continuous employment with Omnova  
Solutions that is required before the Option Rights become exercisable. Grants  
may provide for earlier exercise of an Option Right in the event of a "change in
control" of Omnova Solutions or other similar transactions or events. Grants may
also specify management objectives that must be achieved as a condition to the  
exercise of the option. Successive grants may be made to the same optionee      
whether or not previously granted Option Rights remain unexercised.             

Restricted Stock. An award of Restricted Stock involves the immediate 
transfer of ownership of a specific number of shares of Omnova Solutions common 
stock by Omnova Solutions to a participant in consideration of the performance  
of services. The participant is immediately entitled to voting, dividend and    
other ownership rights in such shares. The transfer may be made without         
additional consideration or in consideration of a payment by the participant    
that is less than current market value, as the Omnova Solutions Board may       
determine. The Omnova Solutions Board may condition the award on the achievement
of specified management objectives.                                             

Restricted Stock must be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Internal Revenue Code for a period to be
determined by the Omnova Solutions Board. An example would be a provision that  
the Restricted Stock would be forfeited if the participant ceased to serve as an
officer or key employee of Omnova Solutions during a specified period of years. 
If service alone is the criterion for non-forfeiture, the period of service must
be at least three years; if other management objectives are included, non-      
forfeiture may occur one year from the date of grant. In order to enforce these 
forfeiture provisions, the transferability of Restricted Stock will be          
prohibited or restricted in a manner and to the extent prescribed by Omnova     
Solutions' Board for the period during which the forfeiture provisions are to   
continue. Omnova                                                                

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Solutions' Board may provide for a shorter period during which the forfeiture   
provisions are to apply in the event of a change in control of Omnova Solutions 
or other similar transaction or event.                                          

Deferred Stock. An award of Deferred Stock constitutes an agreement by
Omnova Solutions to deliver shares of its common stock to the participant in the
future in consideration of the performance of services. However, the Deferred   
Stock award may be subject to the fulfillment of certain conditions, such as    
management objectives, during the deferral period specified by Omnova Solutions'
Board. During the deferral period, the participant cannot transfer any rights in
the award and has no right to vote the shares of Deferred Stock, but Omnova     
Solutions' Board may, on or after the date of the award, authorize the payment  
of dividend equivalents on such shares on a current, deferred or contingent     
basis, either in cash or in additional shares of Omnova Solutions common stock. 
Awards of Deferred Stock can be made without additional consideration or in     
consideration of a payment by the participant that is less than the market value
per share on the date of award. Deferred Stock must be subject to performance of
services for at least three years; provided that if management objectives are   
included, the performance of services must be for at least one year. Omnova     
Solutions' Board determines the deferral period at the date of the award, and   
may provide for a deferral period of less than three years in the event of a    
change in control of Omnova Solutions or other similar transaction or event.    

    Performance Stock and Performance Units. Performance Stock and Performance
Units involve awards that become payable upon the achievement of specified      
management objectives during a designated performance period. This performance  
period may be subject to earlier termination in the event of death, retirement  
or a change in control of Omnova Solutions or other similar transaction or      
event. A minimum level of acceptable achievement may also be established by     
Omnova Solutions' Board. If, by the end of the performance period, the          
participant has achieved the specified management objectives, the participant   
will be deemed to have fully earned the Performance Stock or Performance Units. 
If the participant has not achieved the management objectives, but has attained 
or exceeded the predetermined minimum, the participant will be deemed to have   
partly earned the Performance Stock and/or Performance Units (such part to be   
determined in accordance with a formula). To the extent earned, the Performance 
Stock and/or Performance Units will be paid to the participant at the time and  
in the manner determined by Omnova Solutions' Board in cash, shares of Omnova   
Solutions common stock or in any combination of those methods. Each award of    
Performance Stock or Performance Units may be subject to adjustment to reflect  
changes in compensation or other factors, so long as no adjustment would result 
in the loss of an available exemption for the award under Section 162(m) of the 
Internal Revenue Code. Omnova Solutions' Board or its Organization and          
Compensation Committee may provide for the payment of dividend equivalents to   
the holder on a current, deferred or contingent basis, either in cash or in     
additional Omnova Solutions common stock.                                       

    Appreciation Rights. An Appreciation Right ("Appreciation Right") entitles
the holder, by surrender of the related Option Right (if granted in connection  
with Option Rights) or by itself (if granted as a free-standing Appreciation    
Right), to receive from Omnova Solutions an amount equal to 100%, or a lesser   
percentage as Omnova Solutions' Board may determine, of the spread between the  
strike price (or the option price if granted in tandem with Option Rights) and  
the then-current market value of Omnova Solutions' common stock. Any grant may  
specify that the amount payable on exercise of an Appreciation Right may be paid
by Omnova Solutions in cash, in Omnova Solutions common stock, or in any        
combination of the two, and may either grant to the optionee or retain in Omnova
Solutions' Board the right to elect among those alternatives. Any grant may     
specify that the Appreciation Right may be exercised only in the event of a     
"change in control" or other similar transaction or event. Any grant of         
Appreciation Rights may specify management objectives that must be achieved as a
condition to the exercise of those rights.                                      

Management Objectives. The plan requires that Omnova Solutions' Board 
establish performance goals for purposes of Performance Stock and Performance   
Units. In addition, if Omnova Solutions' Board so chooses, Option Rights,       
Restricted Stock and Deferred Stock may also specify management objectives.     
Management objectives may be described either in terms of firm-wide objectives, 
individual participant objectives, or objectives related to performance of the  
division, subsidiary, department or function within Omnova Solutions in which   
the participant is employed. Management objectives applicable to any award may  
include specified levels of and/or growth in (1) cash flow, (2) earnings per    
share, (3) earnings before interest and taxes, (4) earnings per share growth,   
(5) net income, (6) return on assets, (7) return on assets employed (8) return  
on equity, (9) return on                                                        

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invested capital, (10) return on total capital, (11) revenue growth, (12) stock 
price, (13) total return to stockholders, (14) economic value added, (15)       
operating profit growth, or any combination of those methods. If Omnova         
Solutions' Board determines that a change in the business, operations, corporate
structure or capital structure of Omnova Solutions, or the manner in which it   
conducts its business, or other events or circumstances render the management   
objectives unsuitable, Omnova Solutions' Board may modify the performance goals 
or the related minimum acceptable level of achievement, in whole or in part, as 
Omnova Solutions' Board deems appropriate and equitable, unless the result would
be to make an award otherwise eligible for an exemption under Section 162(m) of 
the Internal Revenue Code ineligible for such an exemption.                     

     Transferability. Except as otherwise determined by Omnova Solutions' Board,
no Option Right or other award under the plan is transferable by a participant  
other than by will or the laws of descent and distribution, or (except for      
incentive stock options) to the participant's immediate family or trusts        
established solely for the benefit of one or more members of the immediate      
family. Except as otherwise determined by Omnova Solutions' Board, Option Rights
are exercisable during the optionee's lifetime only by him or her.              

     The Board of Directors may specify at the date of grant that part or all of
the shares of Omnova Solutions common stock that are (1) to be issued or        
transferred by Omnova Solutions upon exercise of Option Rights, upon termination
of the deferral period applicable to Deferred Stock or upon payment under any   
grant of Performance Stock or Performance Units or (2) no longer subject to the 
substantial risk of forfeiture and restrictions on transfer referred to in the  
plan, shall be subject to further restrictions on transfer.                     

Adjustments. The Plan provides that the number of shares available for
awards will be adjusted to account for (a) shares relating to awards that expire
or are forfeited under the Plan, or (b) shares that are transferred, surrendered
or relinquished in payment of the option exercise price for satisfaction of     
withholding rules for the exercise or receipt of awards under the Plan. This    
permits the grant of additional awards equal to the number of shares turned in  
by award recipients. The maximum number of shares of Omnova Solutions common    
stock covered by outstanding Option Rights, Deferred Stock, Performance Stock   
and Restricted Stock granted under the plan, and the prices per share applicable
to those shares, are subject to adjustment in the event of stock dividends,     
stock splits, combinations of shares, recapitalizations, mergers,               
consolidations, spin-offs, reorganizations, liquidations, issuances of rights or
warrants, and similar events. In the event of any such transaction, Omnova      
Solutions' Board is given discretion to provide a substitution of alternative   
consideration for any or all outstanding awards under the plan, as it in good   
faith determines to be equitable under the circumstances, and may require the   
surrender of all awards so replaced. Omnova Solutions' Board may also make or   
provide for adjustments in the numerical limitations under the plan as Omnova   
Solutions' Board may determine appropriate to reflect any of the foregoing      
transactions or events.                                                         

 Omnova Solutions' Board is authorized to interpret the plan and related
agreements and other documents. Omnova Solutions' Board may make awards to      
employees under any or a combination of all of the various categories of awards 
that are authorized under the plan, or in its discretion, make no awards. The   
plan may be amended from time to time by Omnova Solutions' Board. However, any  
amendment that must be approved by the shareholders of Omnova Solutions in order
to comply with applicable law or the rules of the principal national securities 
exchange or quotation system upon which Omnova Solutions common stock is traded 
or quoted will not be effective unless and until such approval has been obtained
in compliance with those applicable laws or rules. These amendments would       
include any increase in the number of shares issued or certain other increases  
in awards available under the plan (except for increases caused by adjustments  
made pursuant to the plan). Presentation of the plan or any amendment of the    
plan for shareholder approval is not to be construed to limit Omnova Solutions' 
authority to offer similar or dissimilar benefits through plans that are not    
subject to shareholder approval.                                                

Omnova Solutions' Board may provide for special terms for awards to   
participants who are foreign nationals or who are employed by Omnova Solutions  
outside the United States of America as Omnova Solutions' Board may consider    
necessary or appropriate to accommodate differences in local law, tax policy or 
custom.                                                                         

  The plan provides that awards representing no more than 3% of the shares
available under the plan may not be required to meet certain restrictions       
otherwise applicable to restricted stock, deferred stock and performance stock  
awards under the plans.                                                         

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Omnova Solutions' Board may not, without further approval of its      
shareholders, authorize the amendment of any outstanding Option Right to reduce 
the option price. Furthermore, no Option Right may be canceled and replaced with
awards having a lower option price without further approval of the shareholders 
of Omnova Solutions. The plan does not confer on any participant a right to     
continued employment with Omnova Solutions.                                     

 Plan Benefits. Given the discretion of Omnova Solutions' Organization &
Compensation Committee in administering the plan, it is not possible to         
determine in advance, whether awards will be granted or how any types of awards 
authorized under Omnova Solutions 1999 Equity and Performance Incentive Plan    
will be allocated among eligible participants. For information regarding options
granted to the Omnova Solutions Named Officers during fiscal 1998, see "Omnova  
Solutions Management and Executive Compensation -- Summary Compensation Table." 

FEDERAL INCOME TAX CONSEQUENCES                                             

     Following is a brief summary of some of the federal income tax consequences
of various transactions under the plan based on federal income tax laws in      
effect on January 1, 1999. This summary is not intended to be exhaustive and    
does not describe state or local tax consequences.                              

    Option Rights. In general, (1) no income will be recognized by an optionee
at the time an Option Right which is not an Incentive Stock Option is granted;  
(2) at exercise, ordinary income will be recognized by the optionee in an amount
equal to the difference between the option price paid for the shares and the    
fair market value of the shares, if unrestricted, on the date of exercise; and  
(3) at sale, appreciation (or depreciation) after the date of exercise will be  
treated as either short-term or long-term capital gain (or loss) depending on   
how long the shares have been held.                                             

Incentive Stock Options. No income generally will be recognized by an 
optionee upon the grant or exercise of an Incentive Stock Option. If shares of  
Omnova Solutions common stock are issued to the optionee pursuant to the        
exercise of an Incentive Stock Option, and if no disqualifying disposition of   
those shares is made by that optionee within two years after the date of grant  
or within one year after the transfer of those shares to the optionee, then upon
sale of the shares, any amount realized in excess of the option price will be   
taxed to the optionee as a long-term capital gain and any loss sustained will be
a long-term capital loss.                                                       

     If shares of Omnova Solutions common stock acquired upon the exercise of an
Incentive Stock Option are disposed of prior to the expiration of either holding
period described above, the optionee generally will recognize ordinary income in
the year of disposition in an amount equal to the excess (if any) of the fair   
market value of such shares at the time of exercise (or, if less, the amount    
realized on the disposition of such shares if a sale or exchange) over the      
option price paid for those shares. Any further gain (or loss) realized by the  
participant generally will be taxed as short-term or long-term capital gain (or 
loss) depending on the holding period.                                          

Restricted Stock. The recipient of Restricted Stock generally will be 
subject to tax at ordinary income rates on the fair market value of the         
Restricted Stock reduced by any amount paid by the participant at such time as  
the shares are no longer subject to forfeiture or restrictions on transfer for  
purposes of Section 83 of the Internal Revenue Code. However, a recipient who   
elects under Section 83(b) of the Internal Revenue Code within 30 days of the   
date of transfer of the shares will have taxable ordinary income on the date of 
transfer of the shares equal to the excess of the fair market value of such     
shares (determined without regard to the restrictions) over the purchase price  
if any, of the Restricted Stock. If a Section 83(b) election has not been made, 
any dividends received that relate to Restricted Stock subject to restrictions  
generally will be treated as compensation that is taxable as ordinary income to 
the participant.                                                                

  Deferred Stock. No income generally will be recognized upon the award of
Deferred Stock. The recipient of a Deferred Stock award generally will be       
subject to tax at ordinary income rates on the fair market value of unrestricted
shares of Omnova Solutions common stock on the date that the shares are         
transferred to the participant under the award, reduced by any amount paid by   
the participant, and the capital gains/loss holding period for such shares will 
also commence on that date.                                                     

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Performance Stock and Performance Units. No income generally will be  
recognized upon the grant of Performance Stock or Performance Units. Upon       
payment with respect to Performance Stock or Performance Units earned, the      
recipient generally will be required to include as taxable ordinary income in   
the year of receipt an amount equal to the amount of cash received and the fair 
market value of any unrestricted shares of Omnova Solutions common stock        
received.                                                                       

Appreciation Rights. No income will be recognized by a participant in 
connection with the grant of an Appreciation Right, whether or not it is granted
in connection with Option Rights. When the Appreciation Right is exercised, the 
participant will be required to include as taxable ordinary income in the year  
of exercise an amount equal to the amount of cash received and the fair market  
value of any unrestricted Omnova Solutions common stock received on the         
exercise.                                                                       

Special Rules Applicable to Officers and Directors. In limited        
circumstances where the sale of stock received as a result of a grant or award  
could subject an officer or director to suit under Section 16(b) of the         
Securities Exchange Act of 1934, the tax consequences to the officer or director
may differ from the tax consequences described above. In these circumstances,   
unless a special election has been made, the principal difference usually will  
be to postpone valuation and taxation of the stock received so long as the sale 
of the stock received could subject the officer or director to suit under       
Section 16(b) of the Securities Exchange Act of 1934, but no longer than six    
months.                                                                         

Tax Consequences To Participant's Employer. To the extent that a      
participant recognizes ordinary income in the circumstances described above, the
participant's employer will generally be entitled to a corresponding deduction, 
provided, among other things, that the income meets the test of reasonableness, 
does not, along with other income of the participant, exceed the limitation on  
deductible compensation under Section 162(m) of the Internal Revenue Code, is an
ordinary and necessary business expense, and is not an "excess parachute        
payment," and that any applicable withholding obligations are satisfied.        

  Compliance with Section 162(m) of the Internal Revenue Code. The plan is
intended to comply with rules for deductibility under Section 162(m) of the     
Internal Revenue Code and will be administered in accordance with Section       
162(m). Performance Units awarded to executives who are or may become subject to
Section 162(m) will provide for objective performance goals and are intended to 
qualify for deductibility without regard to the limits of Section 162(m). The   
maximum number of Option Rights of Omnova Solutions common stock that can be    
granted to any participant during any period of three consecutive fiscal years  
is 900,000. The maximum number of shares of Omnova Solutions common stock       
covered by awards of Restricted Stock, Deferred Stock or Performance Stock under
the plan cannot exceed 800,000 in the aggregate and, during any period of three 
consecutive fiscal years, the maximum number of shares of Omnova Solutions      
common stock covered by awards of Restricted Stock, Deferred Stock or           
Performance Stock under the plan granted to any one participant cannot exceed   
800,000 shares of Omnova Solutions common stock. In addition, no participant, in
any period of one calendar year, may be granted Performance Units having an     
aggregate maximum value greater than $2,000,000 on the date of the grant.       

Withholding Taxes. To the extent that Omnova Solutions is required to 
withhold federal, state, local or foreign taxes in connection with any payment  
made or benefit realized by a participant under the plan, and the amounts       
available to Omnova Solutions for that withholding are insufficient, it is a    
condition to the receipt of payment or the realization of the benefit that the  
participant make arrangements satisfactory to Omnova Solutions for payment of   
the balance of those taxes required to be withheld, which arrangements (in the  
discretion of Omnova Solutions' Board) may include relinquishment of a portion  
of that benefit. Omnova Solutions and a participant or such other person may    
also make arrangements with respect to payment in cash of any taxes with respect
to which withholding is not required. No common share or benefit withholding    
shall exceed the minimum required withholding.                                  

ACCOUNTING TREATMENT.                                                       

Performance Shares and Performance Units will require a charge against
income of Omnova Solutions periodically representing increases in the value of  
the anticipated benefits. The charge is based on the dollar amount expected to  
be paid at the end of the performance period. Restricted Stock and Deferred     
Stock will require a charge against income equal to the fair market value of the
awarded shares at the time of award less the                                    

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amount, if any, paid or payable by the awardee. The charge is spread over the   
earn-out period for the Restricted or Deferred Stock. Given the variety of      
awards that may be made separately or in combination under the plan, actual     
awards may result in periodic charges against income in some other              
circumstances.                                                                  

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL        
ARRANGEMENTS                                                                    

    If the Directors remove Mr. Yasinsky from the position of Chairman and CEO
of GenCorp or Omnova Solutions 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 (1) his annual base salary at the time of         
termination and (2) his incentive bonus for the last completed fiscal year      
preceding termination, and (b) a supplemental pension determined as described in
footnote (2) under "Pension Benefits". The agreement also provides that Mr.     
Yasinsky will participate in the GenCorp Pension Plan and that his supplemental 
pension will be offset by the amount of any pension payment made from the       
GenCorp Pension Plan and pension payment received from his former employer. The 
normal form of payment of the supplemental pension will be a 50% or 100% joint  
and survivor annuity, unless Mr. Yasinsky elects a lump-sum payment. If elected,
the amount of any lump-sum payment will be calculated using the then-current    
interest rate for 30-year Treasury securities, as approved by the GenCorp Board 
for the calculation of lump-sum payments under all GenCorp benefit plans and    
deferred compensation arrangements. 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, GenCorp or Omnova Solutions 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.           

Mr. Nathaniel J. Mass' May 13, 1996 employment agreement provided an  
initial base salary of $300,000 per annum, increasing to $325,000 on February 1,
1997, a one time bonus of $150,000 to compensate him for loss of an expected    
bonus payment from his prior employer, a prorated 1996 incentive bonus, with a  
minimum of $75,000 and 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. If Mr. Mass' employment is terminated by GenCorp, for reasons other than  
for cause or due to disability or mandatory retirement, he will be eligible to  
receive separation pay in the form of (a) continuing base salary at the rate in 
effect on the date of termination and (b) continuing bonus payments, each in the
annualized amount of his last bonus payment preceding the date of termination,  
for a period not to exceed the shortest of (1) two years from the date of       
termination, or (2) until he obtains comparable employment.                     

     Mr. Kevin McMullen's July 16, 1996 employment agreement provided an initial
base salary of $250,000 per annum, subject to pro-rata adjustment at the end of 
the 1996 fiscal year, a one-time hiring bonus of $95,000, a 1996 incentive bonus
of $125,000, and 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. If  
Mr. McMullen's employment is terminated by GenCorp other than for cause,        
disability or retirement, he will be eligible for continuation of his base      
salary in effect at termination for a period not to exceed the shorter of (1)   
eighteen months or (2) until he obtains comparable employment.                  

 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, New GenCorp or Omnova    
Solutions, attain specific performance objectives (including completion of the  
Distribution) and meet all plan requirements. In the event that the Distribution
does not occur before February 1, 2000, for whatever reason, a pro rata share of
the retention payment will be made and there will be no obligation to pay any   
future payments. To date, 14 key employees have 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 following Named Omnova Solutions Officers at the end
of the first and second years, respectively: Mr. Yasinsky, $200,000 and         
$600,000; Mr. McMullen, $150,000 and $150,000; Mr. Mass, $150,000 and $150,000; 
Mr. Zima, $150,000 and $150,000; and Mr. Hicks, $75,000 and $75,000.            

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    At the time of the Distribution, it is intended that Omnova Solutions will
assume the foregoing employment contracts and termination of employment and     
change-in-control arrangements with appropriate modifications. Omnova Solutions 
will either assume current GenCorp severance agreements with appropriate        
modifications or will enter into severance agreements with Omnova Solutions     
officers who currently are not parties to such agreements. These severance      
agreements will be substantially similar to the severance agreements of New     
GenCorp. See "New GenCorp Management and Executive Compensation." Agreements for
Messrs. Yasinsky and Mass each will include a requirement that any amount which 
may become payable under the severance agreement be offset by any amount which  
may be paid under the individual executive's employment agreement as a result of
termination of employment due to a change-in-control. Mr. Yasinsky's agreement  
will provide that he may terminate his employment for any reason, or without    
reason, during the 30-day period immediately following the date six months after
the occurrence of a change-in-control, with the right to severance compensation 
under this agreement.                                                           

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DESCRIPTION OF NEW GENCORP CAPITAL STOCK

AUTHORIZED CAPITAL STOCK                                                        

    GenCorp's authorized capital stock currently consists of 90,000,000 shares
of common stock, $0.10 par value per share, and 15,000,000 shares of Cumulative 
Preference Stock, $1.00 par value per share. If the proposed amendment to       
GenCorp's articles of incorporation to increase the authorized shares of capital
stock is approved, then, upon the effective date of that amendment, New         
GenCorp's authorized capital stock will consist of 150,000,000 shares of common 
stock, $0.10 par value per share, and 15,000,000 shares of Cumulative Preference
Stock, $1.00 par value per share. See "Proposed Amendments to the Amended       
Articles of Incorporation and Amended Code of Regulations of GenCorp -- Increase
of Authorized Shares of GenCorp Common Stock." Based on the number of shares of 
GenCorp common stock outstanding on the record date for the special meeting,    
there will be approximately 41,817,650 shares of New GenCorp common stock       
outstanding after the Distribution. Currently, there are no shares of GenCorp's 
Cumulative Preference Stock outstanding.                                        

COMMON STOCK                                                                    

Subject to rights of any holders of Cumulative Preference Stock, each 
outstanding share of New GenCorp common stock will be entitled to dividends as  
may be declared from time to time by the Board of Directors of New GenCorp. See 
"Dividend Policies -- New GenCorp's Dividend Policy." Each outstanding share of 
New GenCorp common stock is entitled to one vote on all matters submitted to a  
vote of shareholders. Pursuant to the New GenCorp articles of incorporation,    
holders of New GenCorp common stock do not have the right to cumulative voting; 
therefore, the holders of a majority of the shares voting for the election of   
the Board of Directors of New GenCorp can elect all the directors standing for  
election if they so choose. In the event of liquidation, dissolution or winding 
up of New GenCorp, holders of New GenCorp common stock are entitled to receive  
on a pro rata basis any assets remaining after provision for payment of         
creditors and any holders of Cumulative Preference Stock.                       

NO PREEMPTIVE RIGHTS                                                            

    Under the New GenCorp articles, no holder of New GenCorp common stock will
have any preemptive right to subscribe for any additional shares of New GenCorp.

BOARD OF DIRECTORS                                                              

   The New GenCorp Board will be divided into three classes of directors, as
nearly equal in number as possible, serving staggered terms. Approximately 1/3  
of the members of the GenCorp Board will be elected each year.                  

CERTAIN ANTI-TAKEOVER PROVISIONS RELATING TO NEW GENCORP                        

 The GenCorp articles of incorporation and code of regulations currently
contain certain provisions that may make the acquisition of control of New      
GenCorp more difficult. In addition, New GenCorp will have a shareholders rights
plan, and will be subject to the provisions of the Ohio General Corporation Law 
relating to takeovers. See "Proposed Amendments to the Amended Articles of      
Incorporation and Amended Code of Regulations of GenCorp -- Other Anti-Takeover 
Provisions."                                                                    

 If the amendments relating to the GenCorp articles of incorporation and
code of regulations are approved, New GenCorp's articles of incorporation and   
code of regulations will contain additional anti-takeover provisions. See       
"Proposed Amendments to the Amended Articles of Incorporation and Amended Code  
of Regulations of GenCorp."                                                     

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DESCRIPTION OF OMNOVA SOLUTIONS CAPITAL STOCK 

AUTHORIZED CAPITAL STOCK                                                        

 After the Distribution, Omnova Solutions' authorized capital stock will
consist of 150,000,000 shares of common stock, $0.10 par value per share, and   
15,000,000 shares of preferred stock, $1.00 par value per share. Based on the   
number of shares of GenCorp common stock outstanding on the record date for the 
special meeting, approximately 41,817,650 shares of Omnova Solutions common     
stock will be transferred by GenCorp to its shareholders in the Distribution.   
Currently, there are no shares of Omnova Solutions preferred stock outstanding. 

OMNOVA SOLUTIONS COMMON STOCK                                                   

     Subject to rights of any holders of preferred stock, each outstanding share
of Omnova Solutions common stock will be entitled to such dividends as may be   
declared from time to time by the Board of Directors of Omnova Solutions. See   
"Dividend Policies -- Omnova Solutions Dividend Policy." Each outstanding share 
of Omnova Solutions common stock will be entitled to one vote on all matters    
submitted to a vote of shareholders. After the Distribution, pursuant to the    
Omnova Solutions Articles of Incorporation, holders of Omnova Solutions common  
stock will not have the right to cumulative voting; therefore, the holders of a 
majority of the shares voting for the election of the Board of Directors of     
Omnova Solutions will be able to elect all the directors standing for election, 
if they so choose. In the event of liquidation, dissolution or winding up of    
Omnova Solutions, holders of Omnova Solutions common stock will be entitled to  
receive on a pro rata basis any assets remaining after provision for payment of 
creditors and any holders of Omnova Solutions Preferred Stock.                  

NO PREEMPTIVE RIGHTS                                                            

    Except as may be provided in any Preferred Stock Designation, no holder of
any class of stock of Omnova Solutions authorized at the time of the            
Distribution will have any preemptive right to subscribe to any securities of   
Omnova Solutions of any kind.                                                   

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK                                

One of the effects of the existence of unissued and unreserved Omnova 
Solutions common stock may be to enable the Omnova Solutions Board to render    
more difficult or to discourage an attempt to obtain control of Omnova Solutions
by means of a merger, tender offer, proxy contest or otherwise, and thereby to  
protect the continuity of Omnova Solutions' management. If, in the due exercise 
of its fiduciary obligations, for example, the Omnova Solutions Board were to   
determine that a takeover proposal was not in Omnova Solutions' best interests, 
such shares could be issued by the Omnova Solutions Board without shareholder   
approval in one or more private placements or other transactions that might     
prevent or render more difficult or costly the completion of the takeover       
transaction by diluting the voting or other rights of the proposed acquiror or  
insurgent shareholder or shareholder group, by creating a substantial voting    
block in institutional or other hands that might undertake to support the       
position of the incumbent Omnova Solutions Board, or by effecting an acquisition
that might complicate or preclude the takeover.                                 

Although Ohio law and the Omnova Solutions Articles would not require 
shareholder approval to issue authorized shares, the NYSE, on which the Omnova  
Solutions common stock is expected to be listed, requires shareholder approval  
of certain issuances as a condition of listing the additional shares or, in some
instances, of continued listing of the outstanding shares.                      

   In addition, certain other provisions of the Omnova Solutions articles of
incorporation and Omnova Solutions code of regulations, which are described     
below, may have the effect, alone or in combination with each other or with the 
existence of authorized but unissued shares of capital stock, of rendering more 
difficult or discouraging an acquisition of Omnova Solutions deemed undesirable 
by the Omnova Solutions Board. See "Certain Anti-Takeover Provisions Relating to
Omnova Solutions."                                                              

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CERTAIN ANTI-TAKEOVER PROVISIONS RELATING TO OMNOVA SOLUTIONS                   

     Omnova Solutions' articles of incorporation contain several provisions that
may make the acquisition of control of Omnova Solutions by means of a tender    
offer, open market purchase, proxy fight, or otherwise more difficult. Omnova   
Solutions' code of regulations also contain provisions that could have an       
anti-takeover effect.                                                           

     These provisions of Omnova Solutions' articles of incorporation and code of
regulations are designed to encourage persons seeking to acquire control of     
Omnova Solutions to negotiate the terms with the Omnova Solutions Board. Omnova 
Solutions believes that, as a general rule, the interest of Omnova Solutions    
shareholders would be served best if any change in control results from         
negotiations with the Omnova Solutions Board based upon careful consideration of
the proposed terms, such as the price to be paid to shareholders, the form of   
consideration to be paid and the anticipated tax effects of the transaction.    

The provisions could, however, have the effect of discouraging a      
prospective acquiror from making a tender offer or otherwise attempting to      
obtain control of Omnova Solutions. To the extent that these provisions         
discourage takeover attempts, they could deprive shareholders of opportunities  
to realize takeover premiums for their shares. Moreover, these provisions could 
discourage accumulations of large blocks of Omnova Solutions common stock, thus 
depriving shareholders of any advantages which large accumulations of stock     
might provide.                                                                  

Set forth below is a summary of the relevant provisions of Omnova     
Solutions' articles of incorporation and code of regulations and certain        
applicable sections of the Ohio General Corporation Law. Such summary does not  
purport to be complete and is subject to, and is qualified in its entirety by   
reference to, all of the provisions of Omnova Solutions' articles of            
incorporation and code of regulations, which will be filed as exhibits to the   
Registration Statement on Form 10 to be filed by Omnova Solutions with the      
Securities and Exchange Commission.                                             

CONTROL SHARE ACQUISITIONS                                                  

    Section 1701.831 of the Ohio General Corporation Law provides that certain
notice and informational filings and special shareholder meeting and voting     
procedures must be followed prior to consummation of a proposed "control share  
acquisition." The Ohio General Corporation Law defines a "control share         
acquisition" as any acquisition of an issuer's shares which would entitle the   
acquiror, immediately after that acquisition, directly or indirectly, to        
exercise or direct the exercise of voting power of the issuer in the election of
directors within any of the following ranges of that voting power:              

     - one-fifth or more but less than one-third of that voting power;

         - one-third or more but less than a majority of that voting power; or

- a majority or more of that voting power.                  

   Assuming compliance with the notice and information filings prescribed by
statute, the proposed control share acquisition may be made only if, at a       
special meeting of shareholders, the acquisition is approved by both a majority 
of the voting power of the issuer represented at the meeting and a majority of  
the voting power remaining after excluding the combined voting power of the     
"interested shares." "Interested shares" are the shares held by the intended    
acquiror, the employee-directors and officers of the issuer as well as certain  
shares that were acquired after the date of the first public disclosure of the  
acquisition but before the record date for the shareholders meeting and shares  
that were transferred, together with the voting power thereof, after the record 
date for the shareholders meeting.                                              

BUSINESS COMBINATIONS WITH CERTAIN PERSONS                                  

     Omnova Solutions is subject to Chapter 1704 of the Ohio General Corporation
Law, which prohibits certain business combinations and transactions between an  
"issuing public corporation" and an "Ohio law interested shareholder" for at    
least three years after the Ohio law interested shareholder attains 10%         
ownership, unless the board of directors of the issuing public corporation      
approves the transaction before the Ohio law interested shareholder attains 10% 
ownership. An "issuing public corporation" is an Ohio corporation with 50 or    
more shareholders that has its principal place of business, principal executive 
offices, or substantial assets within the State of Ohio, and as to which no     
close corporation agreement exists. An "Ohio law interested shareholder" is a   

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beneficial owner of 10% or more of the shares of a corporation. Examples of     
transactions regulated by Chapter 1704 include the disposition of assets,       
mergers and consolidations, voluntary dissolutions and the transfer of shares.  

    Subsequent to the three-year period, a transaction subject to Chapter 1704
may take place provided that certain conditions are satisfied, including:       

       - prior to the interested shareholder's share acquisition date, the
            board of directors approved the purchase of shares by the interested
shareholder;                                            

        - the transaction is approved by the holders of shares with at least
      66 2/3% of the voting power of the corporation (or a different
            proportion set forth in the articles of incorporation), including at
         least a majority of the outstanding shares after excluding shares
controlled by the Ohio law interested shareholder; or   

      - the business combination results in shareholders, other than the
    Ohio law interested shareholder, receiving a fair price plus
interest for their shares.                              

Chapter 1704 is applicable to all corporations formed under Ohio law. 

CLASSIFIED BOARD OF DIRECTORS                                               

    The Omnova Solutions code of regulations provides for the Omnova Solutions
Board to be divided into three classes of directors, as nearly equal in number  
as possible, serving staggered terms. Approximately 1/3 of the Board is to be   
elected each year. See "Management -- Board of Directors."                      

 The provision for a classified board could prevent a party who acquires
control of a majority of the outstanding voting stock from obtaining control of 
the Omnova Solutions Board until the second annual shareholders meeting         
following the date the acquiror obtains a controlling stock interest. The       
classified board provision could have the effect of discouraging a potential    
acquiror from making a tender offer or otherwise attempting to obtain control of
Omnova Solutions and could increase the likelihood that incumbent directors will
retain their positions.                                                         

   Omnova Solutions believes that a classified board will help to assure the
continuity and stability of the Omnova Solutions Board and Omnova Solutions'    
business strategies and policies as determined by the Omnova Solutions Board,   
because a majority of the directors will eventually have prior experience as    
directors of Omnova Solutions.                                                  

    The classified board provisions should also help to ensure that the Omnova
Solutions Board, if confronted with an unsolicited proposal from a third party  
that has acquired a block of the voting stock of Omnova Solutions, will have    
sufficient time to review the proposal and appropriate alternatives and to seek 
the best available result for all shareholders.                                 

NUMBER OF DIRECTORS; REMOVAL; VACANCIES                                     

The Omnova Solutions code of regulations provides that the number of  
directors shall be set either by resolution of the Omnova Solutions Board       
adopted by the affirmative vote of a majority of the Omnova Solutions Board or  
by the affirmative vote of the holders of at least 80% of the voting power of   
Omnova Solutions, voting together as a single class; provided that the number of
directors shall not be fewer than seven or greater than 17.                     

  Pursuant to the Omnova Solutions code of regulations, each director will
serve until his or her successor is duly elected and qualified, unless he or she
resigns, dies, becomes disqualified, or is removed. Omnova Solutions' code of   
regulations prohibits the removal of directors from the Omnova Solutions Board  
by the shareholders. Further, the Omnova Solutions code of regulations prohibits
removal of directors by the directors, except when the director to be removed:  

          - has been found by a court of competent jurisdiction to be of unsound
mind, or if he or she is adjudicated bankrupt;          

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        - has failed to qualify as a director by accepting in writing his or
      her election or by acting at a meeting of the Omnova Solutions
Board;                                                  

          - is unable to engage in any substantial gainful activity by reason of
        any medically determinable physical or mental impairment that is
expected to be permanent;                               

       - has, since his or her election as a director, been convicted of a
       crime constituting a felony or involving fraud, embezzlement or
theft; or                                               

         - has, since his or her election as a director, been found by a court
           of competent jurisdiction in a civil action to have breached his or
her duty of loyalty to the company or any other company.

  The Omnova Solutions code of regulations further provides that generally
vacancies or newly created directorships in the Omnova Solutions Board may only 
be filled by a resolution approved by a majority of the Omnova Solutions Board  
and any director so chosen will hold office until the next election of the class
for which such director was chosen.                                             

SHAREHOLDER ACTION; SPECIAL MEETINGS                                        

   Under the Ohio General Corporation Law, unless prohibited by the articles
of incorporation or the code of regulations, any action by shareholders         
generally must be taken at a meeting, unless a written consent stating the      
action to be taken is signed by all the shareholders who would be entitled to   
notice of the meeting held to consider the subject matter of the written        
consent. Omnova Solutions' code of regulations does not prohibit shareholders   
from acting by written consent.                                                 

   Under the Ohio General Corporation Law, a special meeting of shareholders
may be called by the chairman, the president, the directors by action at a      
meeting, a majority of the directors voting without a meeting, persons owning   
25% of the outstanding shares entitled to vote at that meeting, or a less or    
greater proportion as specified in the articles or regulations but not greater  
than 50%, or the person(s) authorized to do so by the articles of incorporation 
or the code of regulations. Omnova Solutions' code of regulations provides that 
special meetings of shareholders may be called by the Chairman of the Omnova    
Solutions Board, the President of Omnova Solutions, a majority of the directors 
acting with or without a meeting or by any person or persons who hold not less  
than 50% of all shares entitled to vote at that shareholders meeting.           

SHAREHOLDER PROPOSALS AND NOMINATIONS                                       

Omnova Solutions' code of regulations establishes an advance notice   
procedure for shareholder proposals to be brought before an annual or special   
meeting of shareholders of Omnova Solutions, including proposed nominations of  
persons for election to the Omnova Solutions Board. Shareholders at an annual or
special meeting may only consider proposals or nominations brought before the   
meeting by Omnova Solutions, by or at the direction of the Board or by a        
shareholder that was a shareholder of record on the record date for the meeting,
that is entitled to vote at the meeting and that has given to Omnova Solutions' 
Secretary timely written notice, in proper form, of the shareholder's intention 
to bring that business before the meeting.                                      

To be timely, notice by shareholders of nominations or proposals to be
brought before any annual meeting of shareholders, or before any special meeting
of shareholders, must be delivered to the Secretary of Omnova Solutions not less
than 60 nor more than 90 calendar days prior to the first anniversary of the    
date on which Omnova Solutions first mailed its proxy materials for the         
preceding year's annual meeting of shareholders, provided, however, that if the 
date of the annual meeting is advanced more than 30 calendar days prior to or   
delayed by more than 30 calendar days after the anniversary of the preceding    
year's annual meeting, notice by the shareholder to be timely must be so        
delivered not later than the close of business on the later of the 90th calendar
day prior to such annual meeting or the 10th calendar day following the day on  
which public announcement of the date of such meeting is first made.            

    Each notice by shareholders must set forth (1) the name and address of the
shareholder who intends to make the nomination or proposal and of any beneficial
owner on whose behalf the nomination or proposal is made and (2) the class and  
number of shares of Omnova Solutions common stock that are owned beneficially   
and of record                                                                   

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by such shareholder and beneficial owner, if any. In the case of a shareholder  
proposal, the notice must also set forth a brief description of the business    
desired to be brought before the meeting, the reasons for conducting such       
business at the meeting and any material interest of such shareholder or        
beneficial owner, if any, in that proposed business. In the case of nomination  
of any person for election as a director, the notice must also set forth any    
information regarding the nominee proposed by the shareholder that would be     
required to be included in a proxy statement filed pursuant to the proxy rules  
of the Commission and the consent, if so required, of the nominee to be named in
a proxy statement as a candidate for election and to serve as a director of     
Omnova Solutions if elected.                                                    

 Although Omnova Solutions' code of regulations does not give the Omnova
Solutions Board the power to approve or disapprove shareholder nominations of   
candidates or proposals regarding other business to be conducted at a special or
annual meeting, Omnova Solutions' code of regulations may have the effect of    
precluding the conduct of certain business at a meeting if the proper procedures
are not followed or may discourage or defer a potential acquiror from conducting
a solicitation of proxies to elect its own slate of directors or otherwise      
attempting to obtain control of Omnova Solutions.                               

PREFERRED STOCK                                                             

  The Omnova Solutions articles of incorporation establish three series of
Omnova Solutions preferred stock, and authorize the Omnova Solutions Board to   
determine, with respect to any series, the terms and rights of such series      
(other than voting), including dividend and liquidation rights.                 

The provisions authorizing the Omnova Solutions Board to issue Omnova 
Solutions preferred stock in series with such terms as it may designate will    
provide Omnova Solutions with flexibility in structuring possible future        
financings and acquisitions, and in meeting other corporate needs which might   
arise. The authorized shares of Omnova Solutions preferred stock, as well as    
shares of Omnova Solutions common stock, will be available for issuance without 
further action by shareholders, unless such action is required by applicable law
or the rules of the NYSE. Those rules require shareholder approval as a         
prerequisite to listing shares in several instances, including where the present
or potential issuance of shares could result in an increase in the number of    
shares of common stock, or in the amount of voting securities outstanding of at 
least 20%.                                                                      

   Although the Omnova Solutions Board has no present intention of doing so,
it could issue a series of Omnova Solutions preferred stock that could,         
depending on its terms, impede the completion of a takeover attempt, including  
one in which shareholders might receive a premium for their stock over the then 
current market price.                                                           

AMENDMENT OF CHARTER DOCUMENTS                                              

Ohio law permits the adoption of amendments to the articles of        
incorporation if those amendments are approved at a meeting held for that       
purpose by the holders of shares entitling them to exercise two-thirds of the   
voting power of the corporation, or a lesser, but not less than a majority, or  
greater vote as specified in the articles of incorporation. Amendment of Omnova 
Solutions' articles of incorporation requires the approval of the holders of at 
least 66 2/3% of the voting power then outstanding, except that amendment of any
of the following provisions requires the affirmative vote of the holders of     
shares of Omnova Solutions entitled to exercise 80% of the voting power of      
Omnova Solutions:                                                               

      - Article V, which relates to the board's ability to determine the
       terms and rights of series of Omnova Solutions preferred stock;

        - Article VI, which relates to the elimination of cumulative voting;

          - Article VII, which relates to the elimination of pre-emptive rights;
and                                                     

         - Article VIII, which relates to the directors' authority to purchase
any securities of Omnova Solutions.                     

Under the Ohio General Corporation Law, a code of regulations may be  
adopted, amended or repealed only by approval of the shareholders either at a   
meeting of shareholders by the affirmative vote of the holders of shares        
entitling them to exercise a majority of the voting power on that proposal or by
written consent signed by holders                                               
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of shares entitling them to exercise 66 2/3% of the voting power on that        
proposal, or if the regulations so provide, by the affirmative vote or written  
consent of the holders of shares entitling them to exercise a greater or lesser 
proportion, but not less than a majority of the voting power. Omnova Solutions' 
code of regulations provides that the code of regulations may be amended at any 
meeting of shareholders, provided that any such amendment proposed for          
consideration has been described in the notice of meeting. Omnova Solutions'    
code of regulations further provides that amendment of any of the following     
provisions requires the affirmative vote of the holders of shares of Omnova     
Solutions entitled to exercise 80% of the voting power of Omnova Solutions:     

      - Regulation 1, which relates to the time and place of shareholder
meetings;                                               

          - Regulation 3(a), which relates to the calling of special shareholder
meetings;                                               

         - Regulation 8, which relates to the order of business at shareholder
        meetings and advance notification requirements for proposals for
business to be conducted at shareholder meetings;       

          - Regulation 10, which relates to the number, term, classification and
election of directors;                                  

     - Regulation 11, which relates to newly created directorships and
vacant directorships;                                   

- Regulation 12, which relates to removal of directors;     

          - Regulation 13, which relates to nomination and election of directors
   and advance notification requirements relating thereto; and

       - Regulation 30, which relates to indemnification for directors and
officers, among others.                                 

SHARE PURCHASE RIGHTS PLAN                                                  

 It is anticipated that the Omnova Solutions Board will consider and may
adopt a share purchase rights plan on or after the Distribution Date.           

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LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS 

Generally, a director of an Ohio corporation will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing     
evidence that the director has not acted in good faith, in a manner he          
reasonably believes to be in or not opposed to the best interests of the        
corporation, or with the care that an ordinarily prudent person in a like       
position would use under similar circumstances. In general, a director is liable
for monetary damages for any action or omission as a director only if it is     
proved by clear and convincing evidence that such act or omission was undertaken
either with deliberate intent to cause injury to the corporation or with        
reckless disregard for the best interests of the corporation.                   

    Under Ohio law, a corporation must indemnify its directors, as well as its
officers, employees and agents, against expenses where any such person is       
successful on the merits or otherwise in defense of an action, suit or          
proceeding. A corporation may indemnify such persons in actions, suits and      
proceedings (including derivative suits) if the individual has acted in good    
faith and in a manner that he believes to be in or not opposed to the best      
interests of the corporation. In the case of a criminal proceeding, the         
individual must also have no reasonable cause to believe that his conduct was   
unlawful. Indemnification may be made only if ordered by a court or if          
authorized in a specific case upon a determination that the applicable standard 
of conduct has been met. Such a determination may be made by a majority of the  
disinterested directors, by independent legal counsel or by the shareholders. In
order to obtain reimbursement for expenses in advance of the final disposition  
of any action, the individual must provide an undertaking to repay the amount if
it is ultimately determined that he is not entitled to be indemnified.          

     In general, Ohio law requires that all expenses, including attorney's fees,
incurred by a director in defending any action, suit or proceeding be paid by   
the corporation as they are incurred in advance of final disposition if the     
director agrees to repay such amounts if it is proved by clear and convincing   
evidence that his action or omission was undertaken with deliberate intent to   
cause injury to the corporation or with reckless disregard for the best         
interests of the corporation and if the director reasonably cooperates with the 
corporation concerning the action, suit or proceeding.                          

The codes of regulations of each of New GenCorp and Omnova Solutions  
provide for indemnification that is coextensive with that permitted under Ohio  
law. In addition, New GenCorp and Omnova Solutions have each entered into       
agreements that indemnify their respective directors and certain of their       
respective officers to the maximum extent permitted by applicable law. The      
indemnification so granted is not limited to the indemnification specifically   
authorized by the Ohio General Corporation Law. Each agreement represents a     
contractual obligation of New GenCorp or Omnova Solutions, as the case may be,  
which cannot be altered unilaterally.                                           

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CERTAIN DIFFERENCES BETWEEN 

THE CHARTER DOCUMENTS GOVERNING OMNOVA SOLUTIONS AND THE

CHARTER DOCUMENTS GOVERNING NEW GENCORP 

The Omnova Solutions articles of incorporation and code of regulations
differ from the articles of incorporation and code of regulations of New GenCorp
in several respects. The most significant of these differences are summarized   
below.                                                                          

AMENDMENT TO ARTICLES OF INCORPORATION                                          

   The New GenCorp articles of incorporation may generally be amended by the
affirmative vote of the holders of 66 2/3% of the voting power of the           
corporation, except that provisions relating to the elimination of cumulative   
voting or the classification of directors may be amended only by the affirmative
vote of the holders of 80% of the total voting power of the New GenCorp, voting 
together as a single class.                                                     

The Omnova Solutions articles of incorporation may be amended by the  
affirmative vote of the holders of 66 2/3% of the voting power of the           
corporation, voting together as a single class, except that the provisions of   
the articles relating to (1) the directors' ability to fix or change the express
terms of any issued or treasury shares, (2) the elimination of cumulative       
voting, (3) the elimination of pre-emptive rights, or (4) stock repurchases by  
the corporation each require the affirmative vote of the holders of at least 80%
of the voting power of Omnova Solutions, voting together as a single class.     

AMENDMENT TO CODE OF REGULATIONS                                                

    The New GenCorp code of regulations may be amended (1) at a meeting by the
affirmative vote of the holders of a majority of the voting power of the        
corporation or (2) without a meeting by the written consent of holder of shares 
entitling them to exercise 66 2/3% of the voting power of the corporation,      
except that provisions relating to (1) the powers, number and terms of          
directors, (2) changes in the authorized number of directors, (3) qualification 
of directors, (4) vacant directorships, and (5) removal of directors each       
require the affirmative vote of the holders of a 80% of the voting power of New 
GenCorp, voting together as a single class.                                     

   The Omnova Solutions code of regulations may be amended at any meeting of
shareholders, provided that any amendment proposed to be acted upon at such     
meeting has been described or referred to in the notice of such meeting, by the 
affirmative vote of a majority of the voting power of the corporation, except   
that amendments relating to (1) the time and place of shareholders meetings, (2)
the calling of special shareholders' meetings, (3) order of business at         
shareholders meetings, (4) the number, election, terms and classification of    
directors, (5) newly created directorships and vacant directorships, (6) removal
of directors, (7) nominations and election of directors and advance notification
requirements relating thereto, and (8) indemnification each require the         
affirmative vote of the holders of 80% of the voting power of Omnova Solutions, 
voting together as a single class.                                              

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PROPOSED AMENDMENTS TO THE AMENDED ARTICLES 
OF INCORPORATION AND AMENDED CODE OF REGULATIONS OF GENCORP 

  Approval of Proposal 2 will constitute approval of the amendments to the
GenCorp articles and regulations discussed under this heading. Approval of      
Proposal 2 is being sought because the Ohio General Corporation Law requires    
such approval. Accordingly, if Proposal 2 is not approved by the shareholders,  
the proposed amendments to the GenCorp articles and regulations 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 special meeting. If   
adopted, the amendments to the GenCorp regulations will become effective        
immediately upon approval by shareholders.                                      

At a meeting held on May 11, 1999, the GenCorp Board approved, and    
recommended that the shareholders of GenCorp adopt, amendments to GenCorp's     
amended articles of incorporation and code of regulations. These amendments are 
the following:                                                                  

    (1) an amendment designating Cleveland, Ohio, as the location of
            GenCorp's principal Ohio office for purposes of the Ohio General
Corporation Law;                                    

          (2) an increase in the number of authorized GenCorp common shares from
90,000,000 to 150,000,000;                          

   (3) an amendment of GenCorp's corporate purpose to provide that
      GenCorp may engage in any lawful act or activity for which
corporations may be formed under Ohio law;          

  (4) establishment of two additional series of preferred stock;

 (5) elimination of the requirement that the annual meeting of
shareholders be held in March;                      

   (6) increase in the shareholder vote required to call a special
meeting of shareholders from 25% to 50%;            

(7) an amendment that permits additional forms of proxy     
authorizations;                                     

   (8) the establishment of procedures relating to the proposal of
business at shareholders meetings;                  

     (9) the establishment of procedures relating to the nomination by
 shareholders of candidates for election as directors;

    (10)  an amendment that requires GenCorp to indemnify its directors,
             officers, employees and others to the fullest extent permitted by
applicable law;                                     

       (11)  elimination of the right of shareholders to remove directors, and
            elimination of the right of directors to remove other directors,
except in certain limited circumstances; and        

      (12)  an amendment that provides that GenCorp's corporate seal contain
            only the name of the corporation and the words "corporate seal."

    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 E 
and F, respectively. Accordingly, a vote to approve any of the amendments will  
be deemed to be a vote to adopt 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.                                                                      

BACKGROUND; ANTITAKEOVER EFFECT                                                 

  In 1999, GenCorp undertook an analysis of its articles of incorporation,
code of regulations, and shareholder rights plan to determine whether they      
should be changed in order 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 tender offer for GenCorp. This    
analysis was occasioned by the development of charter documents and a           
shareholder rights plan for Omnova Solutions, and not by a perceived threat of  
any specific takeover attempt.                                                  

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GenCorp is not aware of any such attempt. GenCorp does not presently intend to  
propose other antitakeover measures in future proxy solicitations.              

As a result of its analysis, the GenCorp Board concluded that changes 
should be made to GenCorp's existing articles of incorporation and code of      
regulations in order to (1) modernize GenCorp's charter documents; (2) maximize 
the quality and quantity of information required to be provided to the GenCorp  
Board by a shareholder that wishes to propose business or nominate directors at 
a shareholders meeting; and (3) address the possibility that an unsolicited     
tender offer for GenCorp might be coupled with a proxy contest designed to      
undermine the effectiveness of the GenCorp Board. If confronted with an         
unsolicited tender offer, it is likely that the GenCorp Board would seek to     
evaluate the terms of the tender offer while exploring other strategic          
alternatives, including the possibility of negotiating a higher price for       
GenCorp. In order to prevent GenCorp from pursuing other alternatives and to    
undermine the GenCorp Board's bargaining power, the person making the tender    
offer or arbitrageurs might solicit consents to call a special meeting of       
shareholders and then solicit proxies for the purpose of increasing the number  
of directors and electing its own candidates as directors ("packing" the Board) 
or taking other measures intended to force a sale of GenCorp. The proposed      
amendments would make it more difficult for the person making the tender offer  
to call a special meeting and, if a meeting were called, to increase the number 
of directors in order to "pack" the GenCorp Board. They would also require      
advance notice of, and the disclosure of material information relating to, any  
shareholder proposals to be brought before the meeting.                         

OTHER ANTI-TAKEOVER PROVISIONS                                                  

GenCorp is currently subject to the provisions of the Ohio statutes   
governing control share acquisitions and transactions with interested           
stockholders. See "Description of Omnova Solutions Capital Stock -- Control     
Share Acquisitions" and " -- Business Combinations with Certain Persons." In    
addition, GenCorp's current charter documents contain several provisions that   
may make the acquisition of control of GenCorp by means of a tender offer, open 
market purchase, proxy fight, or otherwise more difficult. The following summary
of those provisions does not purport to be complete and is qualified in its     
entirety by reference to all of the provisions of GenCorp's articles of         
incorporation and code of regulations.                                          

GenCorp's code of regulations provides that the GenCorp Board shall be
composed of no fewer than seven but no more than 17 directors. GenCorp's        
articles of incorporation provide that the GenCorp Board be divided into three  
classes of directors serving staggered terms so that approximately one-third of 
the GenCorp Board is elected each year. The GenCorp code of regulations provides
that generally vacancies or newly created directorships in the GenCorp Board may
only be filled by a resolution approved by a majority of the GenCorp Board and  
any director so chosen will hold office until the next election of the class for
which such director was chosen. The GenCorp code of regulations also provides   
that directors may be removed from office by shareholders only by the           
affirmative vote of the holders of not less than 80% of the total voting power  
entitled to elect directors in place of those to be removed.                    

   Under the Ohio General Corporation Law, unless prohibited by the articles
of incorporation or the code of regulations, any action by shareholders         
generally must be taken at a meeting, unless a written consent stating the      
action to be taken is signed by all the shareholders who would be entitled to   
notice of the meeting held to consider the subject matter of the written        
consent.                                                                        

   Amendment of GenCorp's articles of incorporation requires the approval of
the holders of at least 66 2/3% of the voting power then outstanding, except    
that amendment of any of the provisions relating to the elimination of          
cumulative voting or the classification of the GenCorp Board requires the       
affirmative vote of the holders of shares of GenCorp entitled to exercise 80% of
the voting power of GenCorp. Certain provisions of GenCorp's code of regulations
may be amended only by the affirmative vote of the holders of not less than 80% 
of the total voting power of GenCorp, including provisions relating to the      
number, terms, qualifications, and removal of directors and the filling of      
vacant directorships.                                                           

   GenCorp also currently has a shareholder rights plan (the "GenCorp Rights
Plan"), which was originally adopted in December 1987 and extended for an       
additional ten-year term in January 1997. Pursuant to the GenCorp Rights Plan,  
the GenCorp Board has issued, as a dividend, one preferred share purchase right 
(a                                                                              

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"Right") for each outstanding share of GenCorp common stock. One Right has also 
been issued with respect to each share of GenCorp common stock issued since the 
record date of the rights dividend.                                             

Each Right entitles the holder to buy one one-hundredth of a share of 
GenCorp preferred stock at a price of $100, subject to adjustment. The Rights   
will become exercisable only if a person or group acquires 20% or more of the   
outstanding shares of GenCorp common stock or announces a tender or exchange    
offer following which it would hold 30% or more of the outstanding shares of    
GenCorp common stock. If a person or a group acquires 30% or more of the        
outstanding shares of GenCorp common stock (other than (1) pursuant to a tender 
offer for all outstanding shares of GenCorp common stock or (2) after obtaining 
the requisite vote of GenCorp shareholders pursuant to the Ohio Control Share   
Act), or a person or group that owns 20% or more of the outstanding shares of   
GenCorp common stock enters into a merger or other combination or self-dealing  
transaction with GenCorp, each holder of a Right will receive, upon exercise of 
each purchase right, shares of GenCorp common stock with a market value of two  
times the exercise price of the Right, except that Rights owned by that person  
or group will be void. In the event GenCorp is acquired in a merger or other    
business combination or 50% or more of its assets or earning power is sold, each
holder of a Right will receive, upon exercise, common stock of GenCorp or of the
acquiring company, in either case with a market value of two times the exercise 
price of the Right. GenCorp may redeem the Rights at a price of $.02 per Right  
prior to the time the Rights become exercisable. The Rights will expire on      
February 18, 2007, unless earlier redeemed by the GenCorp Board.                

The Rights have certain antitakeover effects. The Rights will cause   
substantial dilution to a person or group of persons that attempts to acquire   
GenCorp on terms not approved by the GenCorp Board. The Rights should not       
interfere with any merger or other business combination approved by the GenCorp 
Board prior to the time that a person or group has acquired beneficial ownership
of 20% or more of the GenCorp common stock since the Rights Plan may be freely  
amended by GenCorp and Rights may be redeemed by GenCorp until such time. See   
"Description of Omnova Solutions Capital Stock -- Shareholder Rights Plan."     

DESIGNATION OF CLEVELAND, OHIO AS THE PRINCIPAL OHIO OFFICE FOR PURPOSES OF OHIO
LAW                                                                             

The Ohio General Corporation Law requires that every corporation      
incorporated in Ohio must designate a place in Ohio where the principal Ohio    
office of the corporation is to be located. GenCorp's articles of incorporation 
currently provide that the place in the State of Ohio where its principal office
is to be located is Fairlawn, Summit County.                                    

If the Distribution occurs, New GenCorp will have no operations in the
State of Ohio. The GenCorp Board proposes that the City of Cleveland, Ohio be   
designated as the location of the principal Ohio office of GenCorp. GenCorp     
currently intends to name CT Corporation or another corporation services firm as
its statutory agent in Ohio, and if the proposed amendment is adopted, the      
Cleveland office of that services firm will also act as the principal Ohio      
office of GenCorp or New GenCorp for purposes of the Ohio General Corporation   
Law.                                                                            

INCREASE OF AUTHORIZED SHARES OF GENCORP COMMON STOCK                           

Article Fourth of GenCorp's articles of incorporation states 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 June 30, 1999, no shares of Cumulative  
Preference Stock were outstanding and 41,817,650 shares of GenCorp common stock 
were outstanding.                                                               

   The GenCorp Board has recommended the adoption of an amendment to Article
Fourth of GenCorp's articles of incorporation to increase the authorized shares 
of GenCorp common stock from 90,000,000 shares to 150,000,000 shares.           

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, grants under GenCorp's employee stock  
option plans, future transactions, such as acquisitions of other businesses or  
properties, selling stock to raise additional capital and for other general     
corporate purposes. Currently, GenCorp has no specific plan, commitment or      
arrangement for the issuance of additional shares of common stock, other than   
the issuance of shares from time to time under its                              

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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 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 GenCorp's articles of
incorporation.                                                                  

     The affirmative vote of the holders of 66 2/3% of the outstanding shares of
GenCorp common stock on the record date is required to adopt the proposal       
relating to an increase in the authorized shares of GenCorp common stock.       

EXPANSION OF CORPORATE PURPOSE CLAUSE                                           

GenCorp's articles of incorporation 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. The Ohio General Corporation 
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      
GenCorp's articles of incorporation with a more modern general purpose clause. A
general purpose clause will provide GenCorp with additional flexibility to enter
into new lines of business and allow GenCorp to take advantage of the flexible  
corporate purpose provisions of the Ohio General Corporation Law.               

     The affirmative vote of the holders of 66 2/3% of the outstanding shares of
GenCorp common stock on the record date is required to adopt the proposal       
relating to GenCorp's corporate purpose.                                        

ESTABLISHMENT OF ADDITIONAL SERIES OF CUMULATIVE PREFERENCE STOCK               

GenCorp's articles of incorporation currently provide for a series of 
Cumulative Preference Stock that may vote for the election of directors and on  
all other matters submitted to a vote of holders of GenCorp common stock. The   
GenCorp articles of incorporation also expressly authorize the GenCorp Board to 
adopt from time to time amendments to the GenCorp articles of incorporation in  
respect of any unissued or treasury shares of Cumulative Preference Stock to fix
or change the terms and provisions of such shares, including, without           
limitation, (1) the division of such shares into series and the authorized      
number of shares in each series; (2) dividend and distribution rates; (3)       
redemption rights and prices; (4) liquidation payments; (5) conversion rights;  
(6) sinking fund requirements; (7) restrictions on issuance; and (8) any other  
express terms as may be permitted or required by law.                           

 The Ohio General Corporation Law does not expressly permit directors to
adopt amendments to the articles of incorporation to fix or change the voting   
rights of unissued or treasury shares. Therefore, if the voting rights of       
different series of preferred stock are to differ, such voting rights must be   
expressly set forth in the articles of incorporation.                           

    The GenCorp Board has proposed that the articles be amended to provide for
three separate series of Cumulative Preference Stock: Series A Cumulative       
Preference Stock will continue to have one vote per share, and Series B         
Cumulative Preference Stock and Series C Cumulative Preference Stock will be    
established pursuant to the proposed amendment. Shares issued pursuant to those 
series will have 100 and zero votes per share, respectively.                    

The creation of additional series of Cumulative Preference Stock will 
enhance the GenCorp Board's ability to design the terms and provisions of       
GenCorp's preferred stock in a manner that benefits GenCorp and its shareholders
and maximizes the flexibility of the Board to secure additional financing       
through the issuance of shares of preferred stock. GenCorp has no definite plan,
commitment or understanding at this time to issue or reserve for issuance any   
shares of its Cumulative Preferred Stock, other than the shares of Series A     
Cumulative Preferred Stock currently reserved for issuance pursuant to GenCorp's
shareholder rights plan. If authorization of any series of preferred stock with 
voting rights that differ from the Series A Cumulative Preferred Stock were     

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postponed until a specific need arises, the delay and expense incident to       
obtaining the approval of shareholders at that time could impair GenCorp's      
ability to meet its objectives.                                                 

  The amendment to GenCorp's articles of incorporation creating additional
series of Cumulative Preference Stock would require the affirmative vote of the 
holders of 66 2/3% of the outstanding shares of GenCorp common stock on the     
record date.                                                                    

ELIMINATION OF REQUIREMENT THAT ANNUAL MEETING OF SHAREHOLDERS BE HELD DURING   
THE MONTH OF MARCH                                                              

     GenCorp's code of regulations currently requires that the annual meeting of
GenCorp shareholders be held during the month of March. The Ohio General        
Corporation Law provides that the annual meeting of shareholders be held on a   
date designated by, or in the manner provided for in, the articles or           
regulations.                                                                    

     The GenCorp Board has approved an amendment to the code of regulations that
would provide that the annual meeting of shareholders be held on such date and  
at such time as may be designated from time to time by the GenCorp Board. This  
amendment to GenCorp's code of regulations would allow GenCorp additional       
flexibility to schedule and hold the annual shareholders meeting, and to adjust 
the meeting schedule as needed to better suit GenCorp's schedule and agenda.    

This amendment to the date of the annual general meeting would allow  
GenCorp to delay its annual meeting in the event it were subject to a proxy     
contest. GenCorp currently expects, however, that its annual meeting of         
shareholders will continue to be held in the month of March.                    

   The amendment to the provision relating to the date of the annual general
meeting of shareholders would require the affirmative vote of the holders of a  
majority of the outstanding GenCorp common stock on the record date.            

INCREASE THE SHAREHOLDER VOTE REQUIRED TO CALL A SPECIAL MEETING OF SHAREHOLDERS
FROM 25% TO 50%                                                                 

    GenCorp's existing code of regulations provides that the holders of 25% of
all the shares outstanding and entitled to vote may call a special meeting of   
shareholders. This proposal would increase this percentage from 25% to 50%.     

Under the Ohio General Corporation Law, the holders of 25% of the     
outstanding shares may call a special meeting of shareholders unless the        
articles of incorporation or regulations specify a smaller or larger percentage.
The percentage may not, however, exceed 50%. This proposed amendment would,     
therefore, increase to the maximum the percentage of outstanding shares that    
would be required to call a special meeting.                                    

   The purpose of this proposed amendment is to make it more difficult for a
person to call a special meeting of shareholders that, in the context of an     
unsolicited tender offer, might prevent GenCorp from pursuing other alternatives
or undermine the GenCorp Board's bargaining power. It would not, however,       
preclude the calling of a special meeting with the consent of the holders of 50%
or more of the outstanding shares. Further, the proposal would not preclude any 
shareholder from proposing business, or nominating candidates for election as   
directors, at an annual meeting of shareholders, provided applicable procedures 
were followed. See "Amendments to Amended Articles of Incorporation and Code of 
Regulations -- Establishment of Procedures and Advance Notice Requirements      
Applicable to the Proposal of Business at Shareholders Meetings and the         
Nomination of Candidates for Election as Directors." This proposed amendment    
would apply to every special meeting of shareholders, whether or not in the     
context of an unsolicited tender offer.                                         

   The amendment to increase the shareholder vote required to call a special
meeting of shareholders from 25% to 50% would require the affirmative vote of   
the holders of a majority of the outstanding shares of GenCorp common stock on  
the record date.                                                                

PERMIT ADDITIONAL FORMS OF PROXY AUTHORIZATIONS                                 

Currently, under the Ohio General Corporation Law, a person that is   
entitled to attend a shareholders' meeting, to vote at the meeting, or to       
execute consents, waivers, or releases may be represented or may vote at the    
meeting, execute consents, waivers and releases, and exercise any other rights, 
by proxy or proxies appointed by a                                              

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writing signed by that person. On June 10, 1999, Governor Taft signed Ohio House
Bill 6, which amends the Ohio General Corporation Law to authorize the use of   
electronic, telephonic and other forms of modern proxy authorizations. On and   
after September 13, 1999, which is the effective date of the legislation, Ohio  
corporations will be authorized by the Ohio General Corporation Law to allow    
proxy authorizations by "a verifiable communication authorized by the           
shareholder," including e-mail and telephone, as well as regular written        
proxies. "Any transmission that creates a record capable of authentication" will
then be permitted.                                                              

GenCorp's code of regulations follows the current version of the Ohio 
General Corporation Law, and require that a proxy be a writing executed by the  
shareholder. Therefore, GenCorp's code of regulations prohibits proxy voting by 
e-mail, telephone and other electronic media, notwithstanding the amendment to  
the Ohio General Corporation Law. In order for GenCorp and New GenCorp to       
utilize the more modern forms of proxy voting soon to be permitted by the Ohio  
General Corporation Law, GenCorp's regulations must be amended. The proposed    
amendment to GenCorp's regulations would provide that proxies may be in any form
authorized by the Ohio statute.                                                 

    The amendment to GenCorp's regulations to permit additional forms of proxy
authorizations would require the affirmative vote of the holders of a majority  
of the outstanding shares of GenCorp common stock on the record date.           

  PLEASE NOTE THAT THE AMENDMENTS TO THE OHIO GENERAL CORPORATION LAW WILL
NOT BECOME EFFECTIVE UNTIL SEPTEMBER 13, 1999. E-MAIL, TELEPHONE AND OTHER      
ELECTRONIC PROXY AUTHORIZATIONS MAY NOT BE USED FOR THE AUGUST 18, 1999 SPECIAL 
MEETING OF GENCORP SHAREHOLDERS. IN ORDER FOR YOUR SHARES TO BE REPRESENTED AT  
THE MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE        
ACCOMPANYING POSTAGE-PAID ENVELOPE.                                             

ESTABLISHMENT OF PROCEDURES AND ADVANCE NOTICE REQUIREMENTS APPLICABLE TO THE   
PROPOSAL OF BUSINESS AT SHAREHOLDERS MEETINGS AND THE NOMINATION OF CANDIDATES  
FOR ELECTION AS DIRECTORS                                                       

    GenCorp's existing code of regulations does not contain procedures for the
nomination of candidates for election as directors or the proposal of other     
business at shareholders meetings. These two separate but similar proposals     
would establish procedures applicable to the proposal of business at            
shareholders meetings and the nomination of candidates for election as directors
including, in each case, advance notice requirements.                           

Under the proposed amendment relating to proposals of business, at an 
annual meeting of shareholders, only business that is properly brought before   
the meeting will be conducted or considered. To be properly brought before an   
annual meeting of shareholders, business must be specified in the notice of the 
meeting (or any supplement to that notice), brought before the meeting by the   
presiding officer or by or at the direction of the GenCorp Board, or properly   
requested by a shareholder to be brought before the meeting.                    

     For business to be properly requested by a shareholder to be brought before
an annual meeting, the shareholder must (1) be a shareholder of GenCorp of      
record at the time of the giving of the notice for the meeting and at the time  
of the meeting, (2) be entitled to vote at the meeting, and (3) have given      
timely written notice of the business to the Secretary of GenCorp. To be timely,
a shareholder's notice must be delivered to or mailed and received at the       
principal executive offices of GenCorp not less than 60 nor more than 90        
calendar days prior to the first anniversary date on which the GenCorp first    
mailed its proxy materials for the preceding year's annual meeting of           
shareholders; provided, however, that if the date of the annual meeting is      
advanced more than 30 calendar days prior to or delayed by more than 30 calendar
days after the anniversary of the preceding year's annual meeting, notice by the
shareholder to be timely must be so delivered not later than the close of       
business on the later of the 90th calendar day prior to such annual meeting or  
the 10th calendar day following the day on which public announcement of the date
of such meeting is first made. A shareholder's notice must set forth, as to each
matter the shareholder proposes to bring before the meeting, (1) a description  
in reasonable detail of the business proposed to be brought before the meeting, 
(2) the name and address of the shareholder proposing such business and of the  
beneficial owner, if any, on whose behalf the proposal is made, (3) the class   
and number of shares that are owned of record and beneficially by the           
shareholder proposing the business and by the beneficial owner, if any, on whose
behalf the proposal is made, (4) any material interest of such shareholder or   
beneficial owner in such business, and (5) whether either such shareholder or   
beneficial owner intends to deliver a proxy statement to holders of at least the
percentage of shares of GenCorp entitled to vote required to approve such       
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proposal. This provision supplements Rule 14a-8 of the Exchange Act but will not
affect any rights that the shareholder may have under rules promulgated by the  
Securities and Exchange Commission to request the inclusion of proposals in the 
Company's proxy statement.                                                      

   Similarly, at a special meeting of shareholders, only such business as is
properly brought before the meeting will be conducted. To be properly brought   
before a special meeting, business must be (1) specified in the notice of the   
meeting (or any supplement to that notice) given by or at the direction of the  
President, a Vice President, the Secretary or an Assistant Secretary, or (2)    
otherwise brought before the meeting by the presiding officer or by or at the   
direction of the GenCorp Board. If shareholders comply with the procedures for  
calling a special meeting, the purposes of the meeting will be specified in the 
notice of the meeting.                                                          

  Under the proposed amendment, at an annual meeting of shareholders, only
persons that are properly nominated will be eligible for election to be members 
of the GenCorp Board. To be properly nominated, a director candidate must be    
nominated by or at the direction of the GenCorp Board or properly nominated by a
shareholder. To be properly nominated by a shareholder, such shareholder must   
have delivered a proxy statement and form of proxy to the holders of at least   
the percentage of shares of GenCorp entitled to vote required to approve such   
nomination and included in such materials a timely and proper notice in proper  
written form to the Secretary of GenCorp.                                       

 To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of GenCorp not less than 60 nor more
than 90 calendar days prior to the first anniversary of the date on which the   
Corporation first mailed its proxy materials for the preceding year's annual    
meeting of shareholders. If, however, the date of the annual meeting is advanced
more than 30 calendar days prior to or delayed by more than 30 calendar days    
after the anniversary of the preceding year's annual meeting, notice by the     
shareholder to be timely must be so delivered not later than the close of       
business on the later of the 90th calendar day prior to such annual meeting or  
the tenth calendar day following the day on which public announcement of the    
date of such meeting is first made.                                             

   To be in proper written form, such shareholder's notice must set forth or
include: (1) the name and address of the shareholder giving the notice and of   
the beneficial owner, if any, on whose behalf the nomination is made; (2) a     
representation that the shareholder giving the notice is a holder of record of  
stock of GenCorp entitled to vote at such annual meeting and intends to appear  
in person or by proxy at the annual meeting to nominate the person or persons   
specified in the notice; (3) the class and number of shares of stock of GenCorp 
owned beneficially and of record by the shareholder giving the notice and by the
beneficial owner, if any, on whose behalf the nomination is made; (4) a         
description of all arrangements or understandings between or among any of (A)   
the shareholder giving the notice, (B) the beneficial owner on whose behalf the 
notice is given, (C) each nominee, and (D) any other person or persons (naming  
such person or persons) pursuant to which the nomination or nominations are to  
be made by the shareholder giving the notice; (5) such other information        
regarding each nominee proposed by the shareholder giving the notice as would be
required to be included in a proxy statement filed pursuant to the proxy rules  
of the Commission had the nominee been nominated, or intended to be nominated,  
by the GenCorp Board; (6) the signed consent of each nominee to serve as a      
director of GenCorp if so elected; and (7) whether either such shareholder or   
beneficial owner intends to deliver a proxy statement and form of proxy to      
holders of at least the percentage of shares of GenCorp entitled to vote        
required to elect such nominee or nominees. In addition, a shareholder must also
comply with all applicable requirements of the Exchange Act and the rules and   
regulations thereunder with respect to matters relating to nomination of        
candidates for directors.                                                       

     The GenCorp Board believes that the procedures for the proposal of business
at shareholders meetings will enable the presiding officer to run an orderly    
meeting, notwithstanding the presentation of contested business. In addition,   
the requirement of advance notice and information, both for business to be      
presented at the meeting and for the nomination of candidates for election as   
directors, will give the GenCorp Board the time and information needed to       
consider the proposed business or candidates, to inform GenCorp shareholders,   
and, if appropriate, to give shareholders the benefits of the GenCorp Board's   
recommendations. It is possible that this proposed amendment would discourage a 
shareholder from presenting business at a shareholders meeting, or nominating   
candidates for election as directors.                                           

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The amendments establishing procedures and advance notice requirements
applicable to the proposal of business at a shareholders meeting and the        
nomination of candidates for election of directors would each require the       
affirmative vote of the holders of a majority of the outstanding GenCorp common 
stock on the record date.                                                       

REQUIRE INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS TO THE FULLEST EXTENT 
PERMITTED BY APPLICABLE LAW                                                     

   GenCorp's existing code of regulations requires GenCorp to indemnify each
current or former director and officer 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, GenCorp's existing code of regulations requires 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 GenCorp's existing code of 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   
standard of conduct described above with respect to such action has been met.   

    GenCorp's code of regulations provides that GenCorp may indemnify or agree
to indemnify any person not covered by the indemnification section of GenCorp's 
code of regulations and may indemnify or agree to indemnify any person in any   
case not provided for therein. Further, the GenCorp articles 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 articles of incorporation, 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 the Ohio General         
Corporation 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 does, however, make GenCorp's 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.                                                                      

The amendment of the indemnification section of GenCorp's code of     
regulations will require the affirmative vote of the holders of a majority of   
the outstanding GenCorp common stock as of the record date.                     
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ELIMINATION OF RIGHT TO REMOVE DIRECTORS                                        

    The GenCorp Board recommends that the shareholders approve an amendment to
the GenCorp code of regulations that would eliminate the shareholders' ability  
to remove directors of GenCorp and eliminate the ability of directors to remove 
other directors, except when the director to be removed:                        

      - has been found by a court of competent jurisdiction to be of unsound
mind, or if he or she is adjudicated a bankrupt;            

        - has failed to qualify as a director by accepting in writing his or her
election or by acting at a meeting of directors;            

      - is unable to engage in any substantial gainful activity by reason of
    any medically determinable physical or mental impairment that is
expected to be permanent;                                   

   - has, since his or her election as a director, been convicted of a
          crime constituting a felony or involving fraud, embezzlement or theft;
or                                                          

        - has, since his or her election as a director, been found by a court of
        competent jurisdiction in a civil action to have breached his or her
duty of loyalty to the company or any other company.        

   Currently, the GenCorp code of regulations provides that Directors may be
removed from office by shareholders, with or without cause, only by the         
affirmative vote of the holders of not less than 80% of the total voting power  
of GenCorp entitled to elect Directors in place of those to be removed. The     
current GenCorp code of regulations does not restrict the removal of directors  
by other directors, with or without cause.                                      

The Ohio General Corporation Law provides that a company's articles or
regulations may provide that no director may be removed from office. In such a  
case, directors may be removed by the other directors and thereby create a      
vacancy on the board if (1) by order of a court the director has been found to  
be of unsound mind, or he is adjudicated a bankrupt, or (2) within 60 days (or  
such other period set forth in the articles or regulations) the director does   
not qualify by accepting his election in writing or by acting at a meeting of   
directors.                                                                      

The GenCorp Board believes that the threat of its removal would       
significantly weaken its bargaining strength in the face of an unwanted proxy   
solicitation of GenCorp. The directors would be deprived of the time necessary  
to effectively evaluate any given proposal, to study alternatives to that       
proposal and to make adequately informed recommendations to the shareholders.   

The proposal to eliminate the removal of directors would require the  
affirmative vote of the holders of 80% of the GenCorp common stock outstanding  
on the record date for the Distribution.                                        

AMENDMENT TO FORM OF CORPORATE SEAL                                             

 GenCorp's current code of regulations provides that GenCorp's corporate
seal shall contain the words "GENCORP INC., FAIRLAWN, OHIO." The GenCorp Board  
proposes that the code of regulations be amended to provide that the corporate  
seal contain only the words "GENCORP INC."                                      

RECOMMENDATION                                                                  

    The Board of Directors recommends that shareholders vote "FOR" approval of
the amendment to the Company's Amended Articles of Incorporation.               

ADOPTION OF THE NEW GENCORP 1999

EQUITY AND PERFORMANCE INCENTIVE PLAN 

Adoption of Proposal 3 will constitute approval by shareholders of the
adoption by GenCorp of the New GenCorp 1999 Equity and Performance Incentive    
Plan discussed in the section entitled "New GenCorp Management and Executive    
Compensation -- New GenCorp 1999 Equity and Performance Incentive Plan."        
Approval of the plan is sought to comply with Section 162(m) of the Internal    
Revenue Code, and to preserve the deductibility to New GenCorp under the Code of
compensation paid under the plan. No further approval by New                    

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GenCorp shareholders will be required. If approval is not obtained, the New     
GenCorp 1999 Equity and Performance Incentive Plan will not become effective.   

    GenCorp's Board of Directors believes that the approval of the New GenCorp
1999 Equity and Performance Incentive Plan is in the best interests of New      
GenCorp and the future shareholders of New GenCorp because the New GenCorp 1999 
Equity and Performance Incentive Plan and the initial awards under the plan will
enable New GenCorp to provide competitive equity incentives to officers and     
other key employees to enhance the profitability of New GenCorp and increase the
value of New GenCorp common stock and is consistent with the purposes of the    
Distribution.                                                                   

    The Board of Directors recommends that shareholders vote "FOR" approval of
the New GenCorp 1999 Equity and Performance Incentive Plan.                     

ADOPTION OF THE OMNOVA SOLUTIONS 1999 EQUITY AND PERFORMANCE

INCENTIVE PLAN

Adoption of Proposal 4 will constitute approval by shareholders of the
adoption by Omnova Solutions of the Omnova Solutions 1999 Equity and Performance
Incentive Plan discussed in the section entitled "Omnova Solutions Management   
and Executive Compensation -- Omnova Solutions 1999 Equity and Performance      
Incentive Plan." Approval of the plan is sought to comply with Section 162(m) of
the Internal Revenue Code, and to preserve the deductibility to Omnova Solutions
under the code of compensation paid under the plan. No further approval by      
Omnova Solutions shareholders will be required. If shareholder approval is not  
obtained, the Omnova Solutions 1999 Equity and Performance Incentive Plan will  
not become effective.                                                           

GenCorp's Board of Directors believes that the approval of the Omnova 
Solutions 1999 Equity and Performance Incentive Plan is in the best interests of
Omnova Solutions and the future shareholders of Omnova Solutions because the    
Omnova Solutions 1999 Equity and Performance Incentive Plan and the initial     
awards under the plan will enable Omnova Solutions to provide competitive equity
incentives to officers and other key employees to enhance the profitability of  
Omnova Solutions and increase the value of the Omnova Solutions common stock    
received in the Distribution and is consistent with the purposes of the         
Distribution.                                                                   

    The Board of Directors recommends that shareholders vote "FOR" approval of
the Omnova Solutions 1999 Equity and Performance Incentive Plan.                

EXPERTS 

 The consolidated financial statements of GenCorp appearing in GenCorp's
Annual Report on Form 10-K for the fiscal year ended November 30, 1998, have    
been audited by Ernst & Young LLP, independent auditors, as set forth in their  
report included therein and incorporated by reference herein. Those consolidated
financial statements are incorporated into this proxy statement by reference in 
reliance upon that report given upon the authority of Ernst & Young LLP as      
experts in accounting and auditing.                                             

    The combined financial statements of Omnova Solutions at November 30, 1998
and 1997 and for each of the three years in the period ended November 30, 1998, 
appearing in this proxy statement have been audited by Ernst & Young LLP,       
independent auditors, as set forth in their report appearing elsewhere in this  
proxy statement, and are included in reliance upon that report given on the     
authority of Ernst & Young LLP as experts in accounting and auditing.           

   The financial statements of Sequa Chemicals Corporation as of October 28,
1998 and for the period from January 1, 1998 to October 28, 1998, included in   
this proxy statement have been audited by Arthur Andersen LLP, independent      
public accountants, as indicated in their report with respect thereto and are   
included herein in reliance upon the authority of said firm as experts in       
accounting and reporting in giving said report.                                 

    The financial statements of the European Commercial Wallcoverings Business
as of January 31, 1997 and 1998 and for the years then ended, included in this  
proxy statement, have been audited by PricewaterhouseCoopers, independent       
accountants, as stated in their report appearing herein.                        

  It is anticipated that representatives of Ernst & Young LLP, will attend
the special meeting, will have the opportunity to make a statement and will be  
available to respond to appropriate questions from shareholders.                
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SHAREHOLDER PROPOSALS 

Subject to the next paragraph, shareholders who intend to have their  
proposals considered for inclusion in GenCorp's proxy materials related to the  
Year 2000 annual shareholders meeting must submit their proposals to GenCorp no 
later than October 15, 1999. GenCorp's Nominating & Corporate Governance        
Committee will consider shareholder suggestions for nominees for election to    
GenCorp's Board if such suggestions are in writing and are accompanied by the   
written consent of each such nominee and must be mailed to the Nominating &     
Corporate Governance Committee, GenCorp, Attention: Secretary, and received by  
the Secretary no later than December 1, 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 2000 annual meeting   
without inclusion of that proposal in GenCorp's proxy materials are required to 
provide notice of their proposal to GenCorp no later than December 29, 1999.    
GenCorp'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 GenCorp does not receive notice by December 29, 1999. All proposals for   
inclusion in GenCorp's proxy materials, notices of proposals and suggestions for
nominees for election to GenCorp's Board should be sent to GenCorp Inc.,        
Attention: Secretary, 175 Ghent Road, Fairlawn, OH 44333 prior to the           
Distribution and to New GenCorp Inc., Attention: Secretary, Highway 50 and      
Aerojet Road, Rancho Cordova, CA 95670 after the Distribution.                  

  If the proposal to amend GenCorp's articles of incorporation and code of
regulations is adopted, shareholders who intend to have their proposals         
considered for inclusion in New GenCorp's proxy materials related to the Year   
2000 annual shareholders meeting must submit their proposals to New GenCorp no  
later than October 15, 1999. New GenCorp's Nominating & Corporate Governance    
Committee will consider shareholder suggestions for nominees for election to New
GenCorp's Board if such suggestions are in writing and are accompanied by the   
written consent of each such nominee and must be mailed to the Nominating &     
Corporate Governance Committee, New GenCorp, Attention: Secretary, and received 
by the Secretary no later than December 1, 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 2000 annual meeting   
without inclusion of that proposal in New GenCorp's proxy materials are required
to provide notice of their proposal to New GenCorp no later than December 14,   
1999. New GenCorp'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 GenCorp does not receive notice by December 14, 1999. All     
proposals for inclusion in New GenCorp's proxy materials, notices of proposals  
and suggestions for nominees for election to New GenCorp's Board should be sent 
to New GenCorp, Attention: Secretary, Highway 50 and Aerojet Road, Rancho       
Cordova, CA 95670.                                                              

     Shareholders who intend to have their proposals considered for inclusion in
Omnova Solutions' proxy materials for presentation at the Year 2000 annual      
shareholders meeting must submit their proposals to Omnova Solutions no later   
than October 15, 1999. Omnova Solutions' Nominating & Corporate Governance      
Committee will consider shareholder suggestions for nominees for election to    
Omnova Solutions' Board if such suggestions are in writing and are accompanied  
by the written consent of each such nominee and must be mailed to the Nominating
& Corporate Governance Committee, Omnova Solutions, Attention: Secretary, and   
received by the Secretary no later than December 1, 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 2000 annual 
meeting without inclusion of that proposal in Omnova Solutions' proxy materials 
are required to provide notice of their proposal to Omnova Solutions no later   
than December 14, 1999. Omnova Solutions' 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 Omnova Solutions does not receive notice  
by December 14, 1999. All proposals for inclusion in Omnova Solutions' proxy    
materials, notices of proposals and suggestions for nominees for election to    
Omnova Solutions' Board should be sent to Omnova Solutions, Attention:          
Secretary, 175 Ghent Road, Fairlawn, OH 44333.                                  

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

   The Commission allows GenCorp to "incorporate by reference" the documents
that it files with the Commission. This means that GenCorp can disclose         
information to you by referring you to those documents. Any information GenCorp 
incorporates in this manner is considered part of this proxy statement except to
the extent updated or superseded by disclosure in this proxy statement. Any     
information GenCorp files with the Commission after the date of this proxy      
statement and until the date of the special meeting of shareholders will        
automatically update and supersede the information contained in this proxy      
statement.                                                                      

     GenCorp incorporates by reference the following documents that it has filed
with the Commission and any filings that it makes with the Commission in the    
future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  
of 1934 until the date of the special meeting of shareholders:                  

       - Annual Report on Form 10-K for the fiscal year ended November 30,
1998;                                                   

      - Quarterly Report on Form 10-Q for the quarter ended February 28,
1999;                                                   

- Current Report on Form 8-K dated December 22, 1998.       

   GenCorp will provide without charge, upon written or oral request, a copy
of any or all of the documents which are incorporated by reference into this    
prospectus. Requests should be directed to: GenCorp Inc., 175 Ghent Road,       
Fairlawn, Ohio 44333-3300, Attention: Secretary, telephone number: (330)        
869-4200.                                                                       

WHERE YOU CAN FIND MORE INFORMATION 

GenCorp currently files, and as a result of the Distribution, Omnova  
Solutions will be required to file, reports, proxy statements, and other        
information with the Securities and Exchange Commission. These reports, proxy   
statements, and other information can be read and copied at the Commission's    
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please 
call the Commission at 1-800-SEC-0330 for further information on the Public     
Reference Room. The Commission maintains an internet site at http://www.sec.gov 
that contains reports, proxy and information statements and other information   
regarding issuers that file electronically with the Commission, including       
GenCorp and, after the Distribution, Omnova Solutions.                          

    Omnova Solutions will file with the Commission a Registration Statement on
Form 10 with respect to the shares of Omnova Solutions common stock to be       
received by GenCorp shareholders in the Distribution and will request           
effectiveness of that Registration Statement prior to the date of the           
Distribution. After its filing, the Registration Statement on Form 10 and the   
exhibits to that document may be accessed as described above.                   

Additionally, Omnova Solutions intends to provide annual reports,     
containing audited financial statements, to its shareholders in connection with 
its annual meetings.                                                            

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]
                                                                  
OMNOVA SOLUTIONS INC.                                             
  Report of Independent Auditors............................  F-2 
  Combined Balance Sheets as of November 30, 1998 and 1997        
     and February 28, 1999 (unaudited)......................  F-3 
  Statements of Combined Income for the years ended November      
     30, 1998, 1997 and 1996 and for the three month periods      
     ended February 28, 1999 and 1998 (unaudited)...........  F-4 
  Statements of Combined Divisional Equity for the years          
     ended November 30, 1998, 1997 and 1996 and for the           
     three month period ended February 28, 1999                   
     (unaudited)............................................  F-5 
  Statements of Combined Cash Flows for the years ended           
     November 30, 1998, 1997 and 1996 and for the three           
     month periods ended February 28, 1999 and 1998               
     (unaudited)............................................  F-6 
  Notes to Combined Financial Statements....................  F-7 
                     SIGNIFICANT ACQUISITIONS                     
SEQUA CHEMICALS CORPORATION                                       
  Report of Independent Public Accountants..................  F-17
  Consolidated Statement of Income for the Period from            
     January 1, 1998 to October 28, 1998....................  F-18
  Consolidated Statement of Cash Flows for the Period from        
     January 1, 1998 to October 28, 1998....................  F-19
  Consolidated Statement of Changes in Shareholders' Equity       
     for the Period from January 1, 1998 to October 28,           
     1998...................................................  F-20
  Notes to Consolidated Financial Statements................  F-21
THE EUROPEAN COMMERCIAL WALLCOVERINGS BUSINESS                    
  Report of Independent Auditors............................  F-25
  Combined Profit and Loss Account for the Years Ended            
     January 31, 1998 and 1997 and for the Six Month Periods      
     Ended July 31, 1998 and 1997 (unaudited)...............  F-26
  Combined Statements of Total Recognized Gains and Losses        
     for the Years Ended January 31, 1998 and 1997 and for        
     the Six Month Periods Ended July 31, 1998 and 1997           
     (unaudited)............................................  F-27
  Combined Note of Historical Cost Profits and Losses for         
     the Years Ended January 31, 1998 and 1997 and for the        
     Six Month Periods Ended July 31, 1998 and 1997               
     (unaudited)............................................  F-27
  Combined Cash Flow Statements for the Years Ended January       
     31, 1998 and 1997 and for the Six Month Periods Ended        
     July 31, 1998 and 1997 (unaudited).....................  F-28
  Notes to the Combined Financial Statements................  F-31

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REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF GENCORP INC.:                     

We have audited the accompanying combined balance sheets of Omnova    
Solutions Inc. (the Performance Chemicals and Decorative & Building Products    
businesses of GenCorp Inc.) as of November 30, 1998 and 1997, and the related   
statements of combined income, divisional equity and cash flows for each of the 
three years in the period ended November 30, 1998. These financial statements   
are the responsibility of GenCorp Inc.'s management. Our responsibility is to   
express an opinion on these financial statements based on our audits.           

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Omnova Solutions   
Inc. at November 30, 1998 and 1997, and the combined results of its operations  
and its cash flows for each of the three years in the period ended November 30, 
1998, in conformity with generally accepted accounting principles.              

                     ERNST & YOUNG LLP

Akron, Ohio                                                                     
April 14, 1999                                                                  

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OMNOVA SOLUTIONS

COMBINED BALANCE SHEETS 

                                                        [Enlarge/Download Table]

                                                                             NOVEMBER 30,
                                                             FEBRUARY 28,    ------------
                                                                 1999        1998    1997
                                                             ------------    ----    ----
                                                             (UNAUDITED)                 
                                                                (DOLLARS IN MILLIONS)    
                                                                                         
ASSETS:                                                                                  
CURRENT ASSETS                                                                           
Cash and cash equivalents...................................     $  3        $  4    $ --
Accounts receivable, net....................................      102         102      71
Inventories.................................................       58          57      36
Deferred income taxes.......................................        9           9       8
Prepaid expenses and other..................................        3           2      --
                                                                 ----        ----    ----
TOTAL CURRENT ASSETS........................................      175         174     115
Property, plant and equipment, net..........................      194         193     122
Goodwill, net...............................................      155         155      27
Patents and other intangible assets, net....................       76          76       8
Other assets................................................        3           5       5
                                                                 ----        ----    ----
TOTAL ASSETS................................................     $603        $603    $277
                                                                 ====        ====    ====
LIABILITIES AND DIVISIONAL EQUITY:                                                       
CURRENT LIABILITIES                                                                      
Notes payable...............................................     $  6        $ --    $ --
Accounts payable............................................       57          73      58
Accrued payroll and personal property taxes.................        9          12      10
Other current liabilities...................................        6           4       4
                                                                 ----        ----    ----
TOTAL CURRENT LIABILITIES...................................       78          89      72
Deferred income taxes.......................................       17          16      14
Other liabilities...........................................        9           9       9
                                                                 ----        ----    ----
TOTAL LIABILITIES...........................................      104         114      95
DIVISIONAL EQUITY...........................................      499         489     182
                                                                 ----        ----    ----
TOTAL LIABILITIES AND DIVISIONAL EQUITY.....................     $603        $603    $277
                                                                 ====        ====    ====

See notes to combined financial statements. 
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OMNOVA SOLUTIONS

STATEMENTS OF COMBINED INCOME 

                                                        [Enlarge/Download Table]

                                                       THREE MONTHS                              
                                                          ENDED                                  
                                                       FEBRUARY 28,     YEARS ENDED NOVEMBER 30, 
                                                       ------------    --------------------------
                                                       1999    1998     1998      1997      1996 
                                                       ----    ----    ------    ------    ------
                                                       (UNAUDITED)                               
                                                                 (DOLLARS IN MILLIONS)           
                                                                                                 
NET SALES............................................. $171    $134     $624      $548      $506 

COSTS AND EXPENSES                                                                               
Cost of products sold.................................  111      90      407       369       329 
Selling, general and administrative...................   37      27      117       106        97 
Depreciation..........................................    5       4       18        15        14 
Interest expense allocated from GenCorp...............    5       1        8         4         8 
Other (income) expense, net...........................    2      (1)       1        (3)        1 
Unusual items.........................................   --      --        3        --        (4)
                                                       ----    ----     ----      ----      ---- 
                                                        160     121      554       491       445 
                                                       ----    ----     ----      ----      ---- 
INCOME BEFORE INCOME TAXES............................   11      13       70        57        61 
Income taxes..........................................    4       5       28        23        24 
                                                       ----    ----     ----      ----      ---- 
NET INCOME............................................ $  7    $  8     $ 42      $ 34      $ 37 
                                                       ====    ====     ====      ====      ==== 

See notes to combined financial statements. 
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OMNOVA SOLUTIONS

STATEMENTS OF COMBINED DIVISIONAL EQUITY

                                                        [Enlarge/Download Table]

                                                    THREE MONTHS ENDED     YEARS ENDED NOVEMBER 30, 
                                                       FEBRUARY 28,       --------------------------
                                                           1999            1998      1997      1996 
                                                    ------------------    ------    ------    ------
                                                       (UNAUDITED)                                  
                                                                 (DOLLARS IN MILLIONS)              
                                                                                                    
Balance at beginning of period.....................        $489            $182      $147      $146 
Net income.........................................           7              42        34        37 
Foreign currency translation adjustment............          --               1        --        -- 
                                                           ----            ----      ----      ---- 
Total comprehensive income.........................           7              43        34        37 
Net transactions with GenCorp......................           3             264         1       (36)
                                                           ----            ----      ----      ---- 
Balance at end of period...........................        $499            $489      $182      $147 
                                                           ====            ====      ====      ==== 

See notes to combined financial statements. 
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OMNOVA SOLUTIONS

STATEMENTS OF COMBINED CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                        THREE MONTHS                            
                                                           ENDED                                
                                                        FEBRUARY 28,    YEARS ENDED NOVEMBER 30,
                                                        ------------    ------------------------
                                                        1999    1998     1998     1997     1996 
                                                        ----    ----    ------    -----    -----
                                                        (UNAUDITED)                             
                                                                 (DOLLARS IN MILLIONS)          
                                                                                                
OPERATING ACTIVITIES                                                                            
Net income............................................  $  7    $  8    $  42     $ 34     $ 37 
Adjustments to reconcile net income to net cash                                                 
  provided by (used in) operating activities:                                                   
  Provision for unusual item..........................    --      --        3       --       -- 
  Gain on sale of businesses..........................    --      --       --       --       (4)
  Depreciation, amortization and loss/gain on disposal                                          
     of fixed assets..................................     6       4       21       16       14 
  Deferred income taxes...............................    --      --        1       --       (1)
  Changes in operating assets and liabilities net of                                            
     effects of acquisitions and dispositions of                                                
     businesses:                                                                                
     Accounts receivable..............................    --       1       (7)      (2)      (3)
     Inventories......................................    --       3        1        3       -- 
     Other current assets.............................    (1)     (2)      --       --       -- 
     Current liabilities..............................   (26)    (14)      (7)       5        5 
     Other non-current assets.........................    11      --       (3)      --        1 
     Other long-term liabilities......................    --      --        1        1        2 
                                                        ----    ----    -----     ----     ---- 
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES...    (3)     --       52       57       51 

INVESTING ACTIVITIES                                                                            
Capital expenditures..................................    (7)     (3)     (18)     (11)     (15)
Proceeds from business and asset dispositions.........     9      --       --       --        4 
Business acquisitions.................................    (3)     --     (294)     (47)      (4)
                                                        ----    ----    -----     ----     ---- 
NET CASH USED IN INVESTING ACTIVITIES.................    (1)     (3)    (312)     (58)     (15)

FINANCING ACTIVITIES                                                                            
Net transactions with GenCorp.........................     3       3      264        1      (36)
                                                        ----    ----    -----     ----     ---- 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES...     3       3      264        1      (36)
                                                        ----    ----    -----     ----     ---- 

NET (DECREASE) INCREASE IN CASH AND CASH                                                        
  EQUIVALENTS.........................................    (1)     --        4       --       -- 
Cash and cash equivalents at beginning of period......     4      --       --       --       -- 
                                                        ----    ----    -----     ----     ---- 
CASH AND CASH EQUIVALENTS AT END OF                                                             
  PERIOD..............................................  $  3    $ --    $   4     $ --     $ -- 
                                                        ====    ====    =====     ====     ==== 

See notes to combined financial statements. 
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OMNOVA SOLUTIONS

NOTES TO COMBINED FINANCIAL STATEMENTS
NOVEMBER 30, 1998, 1997 AND 1996

INFORMATION AS OF AND FOR THE PERIODS ENDED 
FEBRUARY 28, 1999 AND 1998 IS UNAUDITED 

NOTE A -- SIGNIFICANT ACCOUNTING POLICIES                                       

     BASIS OF PRESENTATION -- On December 17, 1998, GenCorp's (Company) Board of
Directors announced a plan to spin off its Performance Chemicals and Decorative 
& Building Products businesses (Omnova Solutions Inc.) to its shareholders.     
These businesses have been operated as divisions of GenCorp and include a       
subsidiary operated in the United Kingdom. In the spin-off, each of the         
Company's shareholders will receive a pro rata share of the voting common stock 
of Omnova Solutions Inc. (Omnova Solutions) in a special dividend (Distribution)
and Omnova Solutions will become a separately traded, publicly held company. The
Company has filed a request for a ruling from the U.S. Internal Revenue Service 
(the IRS) that this transaction generally would be free from U.S. federal income
taxes. The Distribution is subject to several conditions, including shareholder 
approval and the IRS ruling.                                                    

The accompanying combined financial statements have been prepared on a
basis which reflects the historical financial statements of Omnova Solutions.   
This assumes that the businesses of the Company expected to be contributed to   
Omnova Solutions in connection with the Distribution were organized as a        
separate legal entity. Generally, only assets and liabilities of the ongoing    
Omnova Solutions businesses expected to be transferred to Omnova Solutions prior
to the Distribution were included in the Combined Balance Sheets.               

    The Company provides certain general and administrative services to Omnova
Solutions including administration, finance, legal, treasury, information       
systems and human resources. The cost for these services was allocated to Omnova
Solutions by the Company based upon a formula that includes sales, gross payroll
and average invested capital. Management of the Company believes that the       
allocation of cost for these services is reasonable. These allocations were $12 
million, $13 million, and $12 million in 1998, 1997 and 1996, respectively, and 
$4 million and $3 million for the three month periods ended February 28, 1999   
and 1998, respectively. After the Distribution, Omnova Solutions will be        
required to perform these general and administrative services using its own     
resources or purchased services and will be responsible for the costs and       
expenses associated with the management of a public company. Omnova Solutions'  
management estimates that the costs of such general and administrative expenses 
on a stand-alone basis would have been approximately $22 million in 1998.       

As described in Note J, Omnova Solutions' employees and retirees      
participate in various Company pension, health care, savings and other benefit  
plans. The net expenses related to these plans are included in the Omnova       
Solutions combined financial statements generally based on historical pension   
asset allocations and actuarial analyses for pension and retiree health care    
obligations and based on actual cost for active health care, savings and other  
benefit plans.                                                                  

  The Company uses a centralized approach to cash management and financing
for its domestic operations. As a result, cash and cash equivalents and debt    
were not allocated to Omnova Solutions' domestic operations in the historical   
financial statements. The cash and cash equivalents included in the Combined    
Balance Sheets relate to Omnova Solutions' foreign operations. Omnova Solutions 
generally has not had borrowings except amounts due to the Company. Interest    
expense has been allocated to Omnova Solutions in the combined financial        
statements to reflect Omnova Solutions' pro rata share of the financing         
structure of the Company. The allocation in the combined financial statements is
based upon the percentage relationship between the average net assets employed  
in Omnova Solutions' operations and the Company's overall average net assets. As
a stand alone entity, Omnova Solutions will establish its own credit facilities.
It is anticipated that as of the date of the Distribution, Omnova Solutions will
borrow an amount and pay the Company a dividend. The actual amount to be        
borrowed by Omnova Solutions and paid as a dividend to the Company will be      
determined at the time of the Distribution. The actual amount will depend, in   
part, on the amount of the borrowings by the Company at that time.              

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OMNOVA SOLUTIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 

 The allocation methodology followed in preparing the combined financial
statements may not necessarily reflect the results of operations, cash flows, or
financial position of Omnova Solutions in the future, or what the results would 
have been had Omnova Solutions been a separate stand-alone public entity for all
periods presented.                                                              

     The Distribution will be accomplished through a distribution agreement that
will provide for, among other things, the assets to be contributed to Omnova    
Solutions and the liabilities to be assumed by Omnova Solutions, certain of     
which assets and liabilities have not been included in the accompanying Combined
Balance Sheets. Those assets and liabilities include, among other things, a     
defined amount of debt and related corporate assets and liabilities.            

    The Company and Omnova Solutions will also enter into an employee benefits
and compensation allocation agreement to set forth the manner in which assets   
and liabilities under employee benefit plans and other employment related       
liabilities will be allocated between them. Certain assets and liabilities      
related to the plans have not been included in the accompanying Combined Balance
Sheets. These included, among other things, assets and liabilities for the U.S. 
defined benefit pension plans and obligations for health care and other         
postretirement benefits that Omnova Solutions is expected to retain for         
substantially all of its active and retired U.S. employees.                     

     The final determination of the assets to be contributed to Omnova Solutions
and the liabilities to be assumed by Omnova Solutions and the dividend to be    
paid by Omnova Solutions to the Company will be made pursuant to the agreements 
to be entered into between the Company and Omnova Solutions in connection with  
the Distribution. As of the date of the Distribution, the net effect of the     
final transfer and dividend will be treated as a reduction in "Divisional       
Equity" in the Combined Balance Sheets.                                         

  PRINCIPLES OF COMBINATION -- The combined financial statements of Omnova
Solutions include the accounts of the related businesses. Significant           
interdivisional accounts and transactions have been eliminated.                 

REVENUE RECOGNITION -- Sales are recorded when products are shipped.  

     USE OF ESTIMATES -- The preparation of the combined financial statements in
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that affect the amounts reported in the combined 
financial statements and accompanying notes. Actual results could differ from   
those estimates.                                                                

ENVIRONMENTAL COSTS -- Omnova Solutions expenses, on a current basis, 
recurring costs associated with managing hazardous substances and pollution in  
ongoing operations. Omnova Solutions accrues for costs associated with the      
remediation of environmental pollution when it becomes probable that a liability
has been incurred and its proportionate share of the amount can be reasonably   
estimated. Omnova Solutions recognizes amounts recoverable from insurance       
carriers or other third parties when the collection of such amounts is probable 
and estimatable. Accruals are not material.                                     

   FAIR VALUE OF FINANCIAL INSTRUMENTS -- Omnova Solutions' cash equivalents
bear interest at market rates and therefore their carrying values approximate   
their fair values.                                                              

INVENTORIES -- Inventories are stated at the lower of cost or market, 
primarily using the last-in, first-out method.                                  

  LONG-LIVED ASSETS -- Property, plant and equipment are recorded at cost.
Refurbishment costs are capitalized in the property accounts whereas ordinary   
maintenance and repair costs are expensed as incurred. Depreciation is computed 
principally using the straight-line method. Depreciable lives on buildings and  
improvements, and machinery and equipment, range from 10 to 40 years and 3 to 20
years, respectively.                                                            

 Goodwill represents the excess of the purchase price over the estimated
fair value of the net assets acquired and is amortized on a straight-line basis 
over periods ranging from 15 to 40 years. Identifiable intangible assets,       
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such as patents, trademarks and licenses, are recorded at cost or when acquired 
as part of a business combination at their estimated fair value. Identifiable   
intangible assets are amortized over their estimated useful lives using the     
straight-line method over periods ranging from 3 to 15 years. Accumulated       
amortization of goodwill and identifiable intangible assets at November 30, 1998
and 1997 was $4 million and $1 million, respectively.                           

 Impairment of long-lived assets is recognized when events or changes in
circumstances indicate that the carrying amount of the asset or related group of
assets may not be recoverable. If the expected future undiscounted cash flows   
are less than the carrying amount of the asset, an impairment loss is recognized
at that time. Measurement of impairment may be based upon appraisal, market     
value of similar assets, or discounted cash flows.                              

  INCOME TAXES -- Omnova Solutions is included in the consolidated returns
filed by GenCorp and its subsidiaries in various U.S. and foreign jurisdictions.
The tax provisions reflected in the Statements of Combined Income have been     
computed as if Omnova Solutions was a separate company. The accompanying        
Combined Balance Sheets include deferred tax amounts applicable to Omnova       
Solutions which result from temporary differences between the carrying amount of
assets and liabilities for financial reporting and income tax purposes. Taxes   
currently payable and income tax payments are recorded directly by GenCorp and, 
as a result, amounts related to Omnova Solutions are included in "Net           
transactions with GenCorp" in the Statements of Combined Cash Flows.            

     EARNINGS PER SHARE -- Historical earnings per share have not been presented
as Omnova Solutions was operated as a division of the Company and had no        
outstanding stock.                                                              

    INTERIM FINANCIAL INFORMATION -- The financial information at February 28,
1999, and for the three months ended February 28, 1999 and 1998 is unaudited but
includes all adjustments (consisting only of normal recurring adjustments) which
Omnova Solutions considers necessary for a fair presentation of its financial   
position, operating results and cash flows. Results of these periods are not    
necessarily indicative of results expected for the entire year.                 

NOTE B -- UNUSUAL ITEMS                                                         

    In 1998, Omnova Solutions recognized unusual expense of $3 million related
to exiting the residential wallcovering business. In 1996, Omnova Solutions     
recognized unusual income of $4 million from the sale of the structural urethane
adhesives business.                                                             

NOTE C -- NEW ACCOUNTING PRONOUNCEMENTS                                         

  Omnova Solutions adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS 130), as of December 1, 1998, which 
established standards for reporting and displaying comprehensive income and its 
components in the financial statements. The adoption of SFAS 130, which had no  
impact on Omnova Solutions' net income or divisional equity, requires           
translation adjustments to be included in other comprehensive income.           

In June 1997, the Financial Accounting Standards Board (FASB) issued  
Statement No. 131, "Disclosures about Segments of an Enterprise and Related     
Information" (SFAS 131). This statement is required to be adopted in fiscal year
1999. SFAS 131 requires that annual and interim financial and descriptive       
information about reportable operating segments be reported on the same basis   
used internally for evaluating segment performance and the allocation of        
resources. While Omnova Solutions has not yet determined the impact of adopting 
SFAS 131 on its financial statement disclosures, Omnova Solutions does not      
expect any change to its primary financial statements.                          

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which is required to be adopted in fiscal  
year 2001. Because of Omnova Solutions' minimal use of                          

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derivatives, management does not anticipate that the adoption of this Statement 
will have a significant effect on earnings or the financial position of Omnova  
Solutions.                                                                      

In April 1998, the American Institute of Certified Public Accountants 
(AICPA) issued Statement of Position (SOP) 98-5, "Reporting the Costs of        
Start-Up Activities" (SOP 98-5). SOP 98-5 is effective beginning on December 1, 
1999, and requires that start-up costs capitalized prior to December 1, 1999 be 
written off and any future start-up costs be expensed as incurred. Omnova       
Solutions has no capitalized start-up costs and therefore, the adoption of SOP  
98-5 will not have an effect on the combined financial statements.              

In March 1998, the AICPA issued SOP 98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal Use" (SOP 98-1). SOP   
98-1 is effective for Omnova Solutions beginning on December 1, 1999. SOP 98-1  
will require the capitalization of certain costs incurred after the date of     
adoption in connection with developing or obtaining software for internal use.  
Omnova Solutions believes it is in compliance with the standards established by 
SOP 98-1 and as such SOP 98-1 will not impact Omnova Solutions' future earnings 
or financial position.                                                          

NOTE D -- ACQUISITIONS AND DIVESTITURES                                         

ACQUISITIONS                                                                    

    On October 29, 1998, Omnova Solutions acquired certain net assets of Sequa
Chemicals, the specialty chemicals unit of Sequa Corporation, for $108 million  
in cash. This acquisition provided technology, customers and increased capacity 
for an array of emulsion polymers and polymer hybrids including acrylics and    
vinyl acetate. The preliminary purchase price allocation resulted in goodwill   
and other intangible assets of approximately $61 million which are being        
amortized over periods ranging from 5 to 40 years.                              

   On August 14, 1998, Omnova Solutions acquired the commercial wallcovering
business of Walker Greenbank PLC, which is based in the United Kingdom, for $112
million in cash. The preliminary purchase price allocation resulted in goodwill 
and other intangible assets of approximately $80 million which are being        
amortized over periods ranging from 5 to 40 years.                              

On March 1, 1998, Omnova Solutions acquired The Goodyear Tire & Rubber
Company's Calhoun, Georgia latex facility for an aggregate consideration of $78 
million, of which $74 million was paid in cash and $4 million was paid through  
the retention of receivables. The acquisition resulted in goodwill and other    
intangible assets of $59 million which are being amortized over periods ranging 
from 3 to 40 years.                                                             

    On May 7, 1997, Omnova Solutions acquired certain net assets of Printworld
from Technographics, Inc. for $47 million in cash. The acquisition resulted in  
goodwill and other intangible assets of $32 million which are being amortized   
over periods ranging from 3 to 30 years.                                        

  On August 23, 1996, Omnova Solutions purchased the Lytron(R) polystyrene
latex plastic pigment business from Morton International Inc. for approximately 
$4 million. The acquisition resulted in intangible assets of $3 million which   
are being amortized over 15 years.                                              

    All of the above acquisitions were accounted for using the purchase method
and were included in the results of operations of Omnova Solutions from the     
respective dates of acquisition.                                                

 The following unaudited pro forma information presents a summary of the
combined results of operations of Omnova Solutions as if the fiscal 1998        
acquisitions had occurred at the beginning of fiscal 1997, with pro forma       
adjustments to reflect the amortization of goodwill and other intangible assets 
and interest expense on incurred debt together with the related income tax      
effects. The pro forma financial information is not necessarily indicative of   
the combined results of operations if the acquisitions had actually occurred at 
the beginning of fiscal 1997.                                                   

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                                                                [Download Table]

                                                           1998         1997   
                                                         ---------    ---------
                                                         (DOLLARS IN MILLIONS) 
                                                                               
NET SALES..............................................    $766         $748   
                                                           ====         ====   
NET INCOME.............................................    $ 43         $ 35   
                                                           ====         ====   

  On December 2, 1998, Omnova Solutions acquired the U.S. acrylic emulsion
polymers business of PolymerLatex, located in Fitchburg, Massachusetts, for $9  
million, consisting of cash of $3 million and a note payable of $6 million due  
December 1, 1999.                                                               

DIVESTITURES                                                                    

  On December 14, 1998, Omnova Solutions sold its residential wallcovering
business to Blue Mountain Wallcoverings, Inc. for an aggregate consideration of 
approximately $9 million. The loss on the sale of this business was reflected in
the 1998 results of operations.                                                 

    On November 19, 1996, Omnova Solutions completed the sale of substantially
all of the assets and certain liabilities of its structural urethane adhesives  
business to Ashland Inc. for an aggregate consideration of approximately $4     
million.                                                                        

NOTE E -- RESEARCH AND DEVELOPMENT EXPENSE                                      

Research and development (R&D) expenses were $9 million in 1998 and $8
million in each of 1997 and 1996. R&D expenses include the costs of technical   
activities that are useful in developing new products, services, processes or   
techniques, as well as those expenses for technical activities that may         
significantly improve existing products or processes.                           

NOTE F -- INCOME TAXES                                                          

                                                        [Enlarge/Download Table]

                                                           YEARS ENDED NOVEMBER 30,  
                                                           ------------------------- 
                                                           1998      1997      1996  
                                                           -----     -----     ----- 
                                                             (DOLLARS IN MILLIONS)   
                                                                                     
INCOME TAXES (BENEFIT)                                                               
CURRENT                                                                              
U.S. federal.............................................. $  22     $  19     $  20 
State and local...........................................     5         4         5 
                                                           -----     -----     ----- 
                                                              27        23        25 
DEFERRED -- U.S. FEDERAL..................................     1        --        (1)
                                                           -----     -----     ----- 
                                                           $  28     $  23     $  24 
                                                           =====     =====     ===== 
EFFECTIVE INCOME TAX RATE                                                            
Statutory federal income tax rate.........................  35.0%     35.0%     35.0%
State and local income taxes, net of federal income tax                              
  benefit.................................................   5.0       5.0       5.0 
                                                           -----     -----     ----- 
EFFECTIVE INCOME TAX RATE.................................  40.0%     40.0%     40.0%
                                                           =====     =====     ===== 

                                                        [Enlarge/Download Table]

                                                                 NOVEMBER 30,                 
                                                ----------------------------------------------
                                                        1998                     1997         
                                                ---------------------    ---------------------
                                                ASSETS    LIABILITIES    ASSETS    LIABILITIES
                                                ------    -----------    ------    -----------
                                                            (DOLLARS IN MILLIONS)             
                                                                                              
DEFERRED TAXES                                                                                
Accrued estimated costs........................  $13          $--         $11          $--    
Depreciation...................................   --           20          --           17    
                                                 ---          ---         ---          ---    
                                                 $13          $20         $11          $17    
                                                 ===          ===         ===          ===    

Omnova Solutions' foreign pretax earnings were not material.          

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NOTE G -- ACCOUNTS RECEIVABLE                                                   

     Omnova Solutions' receivables are generally unsecured and are not backed by
collateral from its customers. No one customer represented more than 10 percent 
of Omnova Solutions' net trade receivables. The allowance for doubtful accounts 
was $4 million and $3 million at November 30, 1998 and 1997, respectively and $4
million at February 28, 1999.                                                   

NOTE H -- INVENTORIES                                                           

                                                        [Enlarge/Download Table]

                                                                          NOVEMBER 30, 
                                                          FEBRUARY 28,    ------------ 
                                                              1999        1998    1997 
                                                          ------------    ----    ---- 
                                                          (UNAUDITED)                  
                                                             (DOLLARS IN MILLIONS)     
                                                                                       
Raw materials and supplies...............................     $ 24        $ 25    $ 18 
Work-in-process..........................................        5           5       4 
Finished products........................................       62          60      45 
                                                              ----        ----    ---- 
Approximate replacement cost of inventories..............       91          90      67 
Reserves, primarily LIFO.................................      (33)        (33)    (31)
                                                              ----        ----    ---- 
                                                              $ 58        $ 57    $ 36 
                                                              ====        ====    ==== 

    Inventories using the LIFO method represented 82 percent and 92 percent of
inventories at replacement cost at November 30, 1998 and 1997, respectively and 
79 percent at February 28, 1999. The LIFO reserve was $28 million, $27 million  
and $28 million at February 28, 1999 and November 30, 1998 and 1997,            
respectively.                                                                   

NOTE I -- PROPERTY, PLANT AND EQUIPMENT, NET                                    

                                                        [Enlarge/Download Table]

                                                                         NOVEMBER 30,  
                                                        FEBRUARY 28,    -------------- 
                                                            1999        1998     1997  
                                                        ------------    -----    ----- 
                                                        (UNAUDITED)                    
                                                            (DOLLARS IN MILLIONS)      
                                                                                       
Land...................................................    $   7        $   7    $   1 
Building and improvements..............................       72           71       48 
Machinery and equipment................................      255          281      215 
Construction in progress...............................       23           15        7 
                                                           -----        -----    ----- 
                                                             357          374      271 
Accumulated depreciation...............................     (163)        (181)    (149)
                                                           -----        -----    ----- 
                                                           $ 194        $ 193    $ 122 
                                                           =====        =====    ===== 

NOTE J -- EMPLOYEE BENEFIT PLANS                                                

In February 1998, the FASB issued Statement No. 132, "Employers'      
Disclosures about Pensions and Other Postretirement Benefits" (SFAS 132). SFAS  
132 supersedes the disclosure requirements in Statements No. 87, "Employers'    
Accounting for Pensions", No. 88, "Accounting for Settlements and Curtailments  
of Defined Benefit Pension Plans and for Termination Benefits", and No. 106,    
"Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS   
132 addresses disclosure issues only and did not change the measurement or      
recognition provisions specified in those Statements.                           

PENSION PLANS -- Omnova Solutions participates in a number of GenCorp 
sponsored defined benefit pension plans which cover substantially all salaried  
and hourly employees. Normal retirement age is generally 65, but certain plan   
provisions allow for earlier retirement. The funding policy for the pension     
plans is consistent with the                                                    

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funding requirements of federal law. The pension plans provide for pension      
benefits, the amounts of which are calculated under formulas principally based  
on average earnings and length of service for salaried employees and under      
negotiated nonwage based formulas for hourly employees. The majority of the     
pension plans' assets are invested in listed stocks and bonds and short-term    
investments.                                                                    

     Pension expense allocated to Omnova Solutions in fiscal 1998, 1997 and 1996
was $6 million, $5 million and $5 million, respectively.                        

HEALTH CARE PLANS -- Omnova Solutions also participates in a number of
GenCorp sponsored health care and life insurance programs which cover most      
retired employees in the United States. The health care programs generally      
provide for cost sharing in the form of contributions, deductibles and          
coinsurance between GenCorp and the retirees. Retirees in certain other         
countries are provided similar benefits by plans sponsored by their governments.

  Retiree health care expense allocated to Omnova Solutions for 1998, 1997
and 1996 was $3 million, $3 million and $4 million, respectively.               

     The following table sets forth the GenCorp plans' funded status and related
accrued pension costs that include Omnova Solutions employees as participants.  

                                                        [Enlarge/Download Table]

                                                               PENSION        HEALTH CARE   
                                                             ------------    -------------- 
                                                             1998    1997    1998     1997  
                                                             ----    ----    -----    ----- 
                                                                 (DOLLARS IN MILLIONS)      
                                                                                            
CHANGE IN BENEFIT OBLIGATION                                                                
Benefit obligation at beginning of year..................... $494    $454    $ 242    $ 232 
  Service cost..............................................    8       7        1        1 
  Interest cost.............................................   33      34       16       17 
  Amendments................................................    2       3       --        3 
  Actuarial loss............................................   (5)     32        4       12 
  Benefits paid.............................................  (37)    (36)     (25)     (23)
                                                             ----    ----    -----    ----- 
BENEFIT OBLIGATION AT END OF YEAR...........................  495     494      238      242 
CHANGE IN PLAN ASSETS                                                                       
Fair value of plan assets at beginning of year..............  690     626       --       -- 
  Actual return on assets...................................  101     100       --       -- 
  Employer contributions....................................   --      --       25       23 
  Benefits paid.............................................  (37)    (36)     (25)     (23)
                                                             ----    ----    -----    ----- 
FAIR VALUE OF PLAN ASSETS AT END OF YEAR....................  754     690       --       -- 
Funded status...............................................  259     196     (238)    (242)
  Unrecognized actuarial (gain)/loss........................ (142)    (88)      25       21 
  Unrecognized prior service cost...........................   17      17       (7)      (7)
  Unrecognized transition amount............................  (20)    (24)      --       -- 
  Minimum funding liability.................................   (5)     (5)      --       -- 
                                                             ----    ----    -----    ----- 
NET AMOUNT RECOGNIZED....................................... $109    $ 96    $(220)   $(228)
                                                             ====    ====    =====    ===== 
WEIGHTED-AVERAGE ASSUMPTIONS                                                                
  Discount rate............................................. 7.00%   7.00%    7.00%    7.00%
  Expected return on plan assets............................ 8.75%   8.75%     N/A      N/A 
  Rate of compensation increase............................. 4.50%   4.50%     N/A      N/A 

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   The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations 
in excess of plan assets were $14 million, $12 million, and $0, respectively, as
of November 30, 1998, and $12 million, $11 million, and $0, respectively, as of 
November 30, 1997.                                                              

  For measurement purposes, a 9 percent annual rate of increase in the per
capita cost of retiree health care benefits was assumed for 1999. The rate was  
assumed to decrease gradually to 6 percent for 2002 and remain at that level    
thereafter.                                                                     

   Because most employer benefits are capped, assumed health care cost trend
rates have a minimal effect on the amounts reported for the health care plans. A
one-percentage point increase/decrease in assumed health care cost trend rates  
would increase/decrease the benefit obligation at November 30, 1998 by $4       
million and increase/ decrease the aggregate of the service and interest        
components of net periodic cost by $0.3 million.                                

Omnova Solutions participates in a number of GenCorp sponsored defined
contribution pension plans. Participation in these plans is available to        
substantially all salaried employees and to certain groups of hourly employees. 
Contributions to these plans are based on either a percentage of employee       
contributions or on a specified amount per hour based on the provisions of each 
plan. The cost of these plans for Omnova Solutions was $2 million in each of    
1998 and 1997 and $1 million in 1996.                                           

NOTE K -- LEASE COMMITMENTS                                                     

 Omnova Solutions leases certain facilities, machinery and equipment and
office buildings under long-term, noncancelable operating leases. The leases    
generally provide for renewal options ranging from five to ten years and require
Omnova Solutions to pay for utilities, insurance, taxes and maintenance. Rent   
expense was $4 million in 1998 and $3 million in each of 1997 and 1996. Future  
minimum commitments at November 30, 1998 for existing operating leases were $14 
million with annual amounts declining from $4 million in 1999 to $1 million in  
2003. Omnova Solutions' obligation for leases after 2003 is $1 million.         

NOTE L -- CONTINGENCIES                                                         

Omnova Solutions is subject to various legal actions and proceedings  
relating to a wide range of matters. In the opinion of management, after        
reviewing the information which is currently available with respect to such     
matters and consulting with legal counsel, any liability which may ultimately be
incurred with respect to these matters will not materially affect the financial 
condition of Omnova Solutions. The effect of resolution of these matters on     
results of operations cannot be predicted because any such effect depends on    
both future results of operations and the amount and timing of the resolution of
such matters.                                                                   

NOTE M -- BUSINESS SEGMENT INFORMATION                                          

Omnova Solutions designs and manufactures performance chemicals and   
decorative and building products for industry and consumers. Omnova Solutions is
a leading producer of polymer-based products. Its principal markets include the 
paper industry and residential and commercial construction, as well as diverse  
consumer and industrial markets that demand a broad range of products and       
solutions. No one customer accounts for 10 percent of consolidated sales.       

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

  In 1998, Decorative & Building Products recognized unusual expense of $3
million related to exiting the residential wallcovering business. In 1996,      
Performance Chemicals recognized unusual income of $4 million from the sale of  
the structural urethane adhesives business.                                     

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    Approximately 28% of Omnova Solutions' employees are covered by collective
bargaining agreements. Of the covered employees, approximately 22 percent are   
covered by collective bargaining agreements that are due to expire within one   
year. Omnova Solutions has not experienced significant work stoppage at any of  
its facilities in the past. However, any protracted work stoppage in the future 
in Omnova Solutions' facilities could adversely affect Omnova Solutions' results
of operations.                                                                  

     Omnova Solutions' operations are located primarily in the United States and
Europe starting in 1998. Inter-area sales are not significant to the total sales
of any geographic area. Unusual items included in operating profit pertained to 
United States operations.                                                       

                                                                [Download Table]

                                                             1998     1997     1996 
                                                             -----    -----    -----
                                                              (DOLLARS IN MILLIONS) 
                                                                                    
BUSINESS SEGMENT INFORMATION                                                        
NET SALES                                                                           
Performance Chemicals....................................... $226     $180     $166 
Decorative & Building Products..............................  398      368      340 
                                                             ----     ----     ---- 
                                                             $624     $548     $506 
                                                             ====     ====     ==== 
INCOME                                                                              
Performance Chemicals....................................... $ 35     $ 22     $ 25 
Decorative & Building Products..............................   51       44       45 
Unusual items...............................................   (3)      --        4 
                                                             ----     ----     ---- 
SEGMENT OPERATING PROFIT....................................   83       66       74 
Interest expense............................................   (8)      (4)      (8)
Corporate expenses..........................................   (5)      (5)      (5)
                                                             ----     ----     ---- 
INCOME BEFORE INCOME TAXES.................................. $ 70     $ 57     $ 61 
                                                             ====     ====     ==== 
IDENTIFIABLE ASSETS                                                                 
Performance Chemicals....................................... $290     $ 91     $ 87 
Decorative & Building Products..............................  313      186      146 
                                                             ----     ----     ---- 
TOTAL ASSETS................................................ $603     $277     $233 
                                                             ====     ====     ==== 
CAPITAL EXPENDITURES                                                                
Performance Chemicals....................................... $  5     $  6     $  9 
Decorative & Building Products..............................   13        5        6 
                                                             ----     ----     ---- 
                                                             $ 18     $ 11     $ 15 
                                                             ====     ====     ==== 
DEPRECIATION                                                                        
Performance Chemicals....................................... $  6     $  5     $  5 
Decorative & Building Products..............................   12       10        9 
                                                             ----     ----     ---- 
                                                             $ 18     $ 15     $ 14 
                                                             ====     ====     ==== 
GEOGRAPHIC INFORMATION                                                              
NET SALES                                                                           
Europe...................................................... $ 15     $ --     $ -- 
United States...............................................  572      512      477 
United States export sales..................................   37       36       29 
                                                             ----     ----     ---- 
                                                             $624     $548     $506 
                                                             ====     ====     ==== 

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                                                                [Download Table]

                                                             1998     1997     1996 
                                                             -----    -----    -----
                                                              (DOLLARS IN MILLIONS) 
                                                                                    
SEGMENT OPERATING PROFIT                                                            
Europe...................................................... $  2     $ --     $ -- 
United States...............................................   84       66       70 
Unusual items...............................................   (3)      --        4 
                                                             ----     ----     ---- 
                                                             $ 83     $ 66     $ 74 
                                                             ====     ====     ==== 
IDENTIFIABLE ASSETS                                                                 
Europe...................................................... $129     $ --     $ -- 
United States...............................................  474      277      233 
                                                             ----     ----     ---- 
TOTAL ASSETS................................................ $603     $277     $233 
                                                             ====     ====     ==== 

NOTE N -- SUBSEQUENT EVENT (UNAUDITED)                                          

  On April 27, 1999, Omnova Solutions acquired the global latex floor care
business of Morton International Inc. for $8 million.                           

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of                                                    
GenCorp Inc.:                                                                   

  We have audited the accompanying consolidated statements of income, cash
flows and changes in shareholder's equity of Sequa Chemicals Corporation for the
period from January 1, 1998 to October 28, 1998. These financial statements are 
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.                    

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, Sequa Chemicals Corporation's results of operations   
and cash flows for the period from January 1, 1998 to October 28, 1998, in      
conformity with generally accepted accounting principles.                       

                       ARTHUR ANDERSEN LLP

New York, New York                                                              
March 31, 1999                                                                  

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SEQUA CHEMICALS CORPORATION 

CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIOD FROM JANUARY 1, 1998 TO OCTOBER 28, 1998 

                                                                [Download Table]
                                                                         
SALES, net..................................................  $74,004,195
COSTS AND EXPENSES:                                                      
  Cost of sales.............................................   56,777,038
  Selling, general and administrative.......................   10,088,467
  Depreciation and amortization.............................    3,662,093
  Research and development..................................    1,672,625
                                                              -----------
          Total costs and expenses..........................   72,200,223
                                                              -----------
OPERATING INCOME............................................    1,803,972
INTEREST EXPENSE............................................    1,474,264
                                                              -----------
  Income before income taxes................................      329,708
INCOME TAX PROVISION........................................      206,249
                                                              -----------
  Net income................................................  $   123,459
                                                              ===========

The accompanying notes are an integral part of this statement.
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1998 TO OCTOBER 28, 1998 

                                                                [Download Table]
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:                                     
  Net income................................................  $   123,459 
  Adjustments to reconcile net cash provided by operating                 
     activities --                                                        
     Depreciation and amortization..........................    3,662,093 
     Provision for losses on receivables....................      228,511 
  Other cash flows from operating activities --                           
     Changes in operating assets and liabilities --                       
       Receivables..........................................   (1,397,118)
       Inventories..........................................     (689,832)
       Other current assets.................................       52,269 
       Other noncurrent assets..............................     (144,271)
       Accounts payable and accrued expenses................      302,421 
       Other noncurrent liabilities.........................      147,711 
                                                              ----------- 
          Net cash provided by operating activities.........    2,285,243 
                                                              ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                     
  Purchase of property, plant and equipment.................   (4,230,835)
                                                              ----------- 
          Net cash used in investing activities.............   (4,230,835)
                                                              ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                     
  Borrowings from Sequa Corporation.........................    1,540,559 
                                                              ----------- 
          Net cash provided by financing activities.........    1,540,559 
                                                              ----------- 
          Net decrease in cash and cash equivalents.........     (405,033)
CASH AND CASH EQUIVALENTS, beginning of period..............      643,114 
                                                              ----------- 
CASH AND CASH EQUIVALENTS, end of period....................  $   238,081 
                                                              =========== 

The accompanying notes are an integral part of this statement.
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SEQUA CHEMICALS CORPORATION 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY 
FOR THE PERIOD FROM JANUARY 1, 1998 TO OCTOBER 28, 1998 

                                                        [Enlarge/Download Table]

                                                            ACCUMULATED                             
                                              CAPITAL IN       OTHER                       TOTAL    
                                               EXCESS OF   COMPREHENSIVE   RETAINED    SHAREHOLDER'S
                                COMMON STOCK   PAR VALUE   INCOME (LOSS)   EARNINGS       EQUITY    
                                ------------  -----------  -------------  -----------  -------------
                                                                                                    
BALANCE, January 1, 1998......    $80,782     $14,662,955    $(28,413)    $27,714,544   $42,429,868 
                                  -------     -----------    --------     -----------   ----------- 
  Net income..................                                                123,459       123,459 
  Foreign currency translation                                                                      
     adjustment...............                                (55,332)                      (55,332)
                                                                                        ----------- 
  Comprehensive income........                                                               68,127 
                                  -------     -----------    --------     -----------   ----------- 
BALANCE, October 28, 1998.....    $80,782     $14,662,955    $(83,745)    $27,838,003   $42,497,995 
                                  =======     ===========    ========     ===========   =========== 

The accompanying notes are an integral part of this statement.
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SEQUA CHEMICALS CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1998 TO OCTOBER 28, 1998 

1.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES                                

BASIS OF PRESENTATION                                                           

   Through October 28, 1998, Sequa Chemicals, Inc. ("Sequa Chemicals" or the
"Company") was a wholly owned subsidiary of Sequa Corporation. The consolidated 
financial statements of Sequa Chemicals have been prepared on a stand-alone     
basis and include the accounts of its majority owned subsidiaries. All          
intercompany accounts have been eliminated in consolidation.                    

The preparation of financial statements in conformity with generally  
accepted accounting principles requires management to make estimates and        
assumptions that affect the reported amounts of assets and liabilities and      
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates.                               

CASH AND CASH EQUIVALENTS                                                       

 For purposes of the statement of cash flows, the Company considers time
deposits, certificates of deposit and marketable securities with original       
maturities of three months or less when purchased to be cash equivalents.       

PROPERTY, PLANT AND EQUIPMENT                                                   

For financial reporting purposes, depreciation and amortization of    
property, plant and equipment costs are computed using the straight-line method 
over their estimated useful lives which range between 10 and 30 years.          
Accelerated depreciation methods are used for income tax purposes.              

     The Company reviews properties for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be fully     
recoverable. If the estimated future cash flows expected to result from the use 
of an asset and its eventual disposition are less than the carrying amount of   
the asset, then the property is written down to its fair market value.          

  Upon sale or retirement of properties, the related costs and accumulated
depreciation are removed from the accounts, and any gain or loss is reflected   
currently. For the period from January 1, 1998 to October 28, 1998, total       
depreciation expense was $2,789,527.                                            

GOODWILL AND OTHER INTANGIBLES                                                  

  Excess of cost over net assets of companies acquired (goodwill) is being
amortized on a straight-line basis over periods not exceeding forty years. The  
recoverability of goodwill is evaluated at the operating unit level by an       
analysis of operating results and consideration of other significant events or  
changes in the business environment. If an operating unit has current operating 
losses, and based upon projections there is a likelihood that such operating    
losses will continue, the Company evaluates whether impairment exists on the    
basis of undiscounted expected future cash flows from operations before interest
during the remaining amortization period. If impairment exists, the carrying    
amount of the goodwill is reduced to market value.                              

 The Company has also acquired patents and trademarks related to certain
manufacturing related processes. Such patents and trademarks are being amortized
over a period of eleven years.                                                  

Amortization expense related to goodwill and other intangibles for the
period from January 1, 1998 to October 28, 1998 was $872,566.                   

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SEQUA CHEMICALS CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

FOREIGN CURRENCY TRANSLATION                                                    

   The financial position and results of operations of the Company's foreign
subsidiaries are measured using local currency as the functional currency.      
Assets and liabilities of operations denominated in foreign currencies are      
translated into U.S. dollars at exchange rates in effect at year-end, while     
revenues and expenses are translated at weighted average exchange rates         
prevailing during the year. The resulting translation gains and losses on assets
and liabilities are charged or credited directly to cumulative translation      
adjustment, a component of shareholder's equity, and are not included in net    
income until realized through sale or liquidation of the investment.            

ENVIRONMENTAL REMEDIATION AND COMPLIANCE                                        

  It is the Company's policy to accrue environmental remediation costs for
identified sites when it is probable that a liability has been incurred and the 
amount of loss can be reasonably estimated. Accrued environmental remediation   
and compliance costs include remedial investigation and feasibility studies,    
outside legal, consulting and remediation project management fees, projected    
cost of remediation activities, site closure and post-remediation monitoring    
costs. For the period from January 1, 1998 to October 28, 1998, the total amount
charged to selling, general and administrative expense for environmental and    
remediation compliance efforts was approximately $3,000,000.                    

REVENUE RECOGNITION                                                             

Sales are recorded when title passes to the customer, which is when   
products are shipped.                                                           

RESEARCH AND DEVELOPMENT                                                        

Research and development costs are charged to expense as incurred.    

COMPREHENSIVE INCOME                                                            

   Effective January 1, 1998, Sequa Chemicals adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This   
statement establishes standards for the reporting of comprehensive income and   
its components in financial statements. Comprehensive income consists of net    
income and other gains and losses affecting shareholder's equity that, under    
generally accepted accounting principles, are excluded from net income. For     
Sequa Chemicals, these items consist of foreign currency translation            
adjustments. The adoption of SFAS No. 130 did not have a material effect on     
Sequa Chemical's primary financial statements, but did affect the presentation  
of the accompanying consolidated statement of changes in shareholder's equity.  

SEGMENT INFORMATION                                                             

 Sequa Chemicals adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Sequa Chemicals has only one segment,      
Chemicals, and accordingly no additional segment information has been provided. 

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SEQUA CHEMICALS CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

2.  TRANSACTIONS WITH PARENT                                                    

The Company participates in various corporate programs administered by
Sequa Corporation. Expenses representing the cost to operate Sequa Chemicals on 
a stand-alone basis have been included in the accompanying consolidated         
statement of income. Such costs include the following:                          

                                                                [Download Table]
                                                                        
Selling, general and administrative expenses................  $1,170,963
401(k) expenses.............................................   1,011,296
Insurance expenses..........................................   1,763,708
EPA costs...................................................   3,000,000
Interest expense on average debt............................   1,474,264
                                                              ----------
Total corporate expense.....................................  $8,420,231
                                                              ==========

 There were no other material related party transactions for the period.

3.  INCOME TAXES                                                                

 Income taxes are recognized during the year in which transactions enter
into the determination of financial statement income, with deferred taxes being 
provided for temporary differences between amounts of assets and liabilities    
recorded for tax and financial reporting purposes. The income tax provision     
included in the consolidated statement of income has been prepared as if Sequa  
Chemicals was a stand-alone entity for the period from January 1, 1998 to       
October 28, 1998.                                                               

     The income tax provision for the period from January 1, 1998 to October 28,
1998, consisted of:                                                             

                                                                [Download Table]
                                                                        
United States federal                                                   
  Current...................................................  $ 828,959 
  Deferred..................................................   (700,216)
State and local.............................................     77,506 
                                                              --------- 
                                                              $ 206,249 
                                                              ========= 

    The income tax provision is different from the amount computed by applying
the U.S. federal statutory income tax rate of 35% to income before income taxes.
The reasons for this difference for the period from January 1, 1998 to October  
28, 1998, are as follows:                                                       

                                                                [Download Table]
                                                                      
Computed income taxes at statutory rate.....................  $115,398
State and local taxes, net of federal income tax benefit....    50,379
Meals and entertainment.....................................    40,472
                                                              --------
                                                              $206,249
                                                              ========

No provision has been made for U.S. or additional foreign taxes on    
undistributed earnings of foreign subsidiaries as those earnings are intended to
be permanently reinvested. Such earnings would become taxable upon the sale or  
liquidation of these foreign subsidiaries or upon the remittance of dividends.  

     The components of income before income taxes for the period from January 1,
1998 to October 28, 1998, were:                                                 

                                                                [Download Table]
                                                                      
Domestic....................................................  $323,613
Foreign.....................................................     6,095
                                                              --------
                                                              $329,708
                                                              ========

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SEQUA CHEMICALS CORPORATION 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

4.  SUBSEQUENT EVENT                                                            

 On October 29, 1998, Sequa Corporation sold the net operating assets of
Sequa Chemicals to GenCorp Inc. for approximately $108 million in cash.         

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EUROPEAN COMMERCIAL WALLCOVERINGS BUSINESS

REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF GENCORP INC.                      

     In our opinion, the accompanying combined profit and loss account, combined
statement of total recognised gains and losses and combined statement of cash   
flows present fairly, in all material respects, the combined profit and combined
cash flows of the European Commercial Wallcoverings Business for the years ended
January 31, 1998 and January 31, 1997 in conformity with accounting principles  
generally accepted in the United Kingdom. These financial statements are the    
responsibility of the management of the European Commercial Wallcoverings       
Business; our responsibility is to express an opinion on these financial        
statements based on our audits. We conducted our audits of these statements in  
accordance with auditing standards generally accepted in the United Kingdom     
which are substantially the same as auditing standards generally accepted in the
United States. Those standards require that we plan and perform the audit to    
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements, assessing   
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for the opinion expressed above.              

Accounting principles generally accepted in the United Kingdom vary in
certain significant respects from accounting principles generally accepted in   
the United States. The application of the latter would have affected the        
determination of combined profit expressed in pounds sterling for both of the   
two years in the period ended January 31, 1998 to the extent summarised in note 
12 to the combined financial statements.                                        

PRICEWATERHOUSECOOPERS                                                          

PRICEWATERHOUSECOOPERS                                                          

Chartered Accountants                                                           

St Albans, England                                                              
May 27, 1999                                                                    

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COMBINED PROFIT AND LOSS ACCOUNT

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                       NOTE     L'000        L'000         L'000           L'000     
                                       ----  -----------  -----------  --------------  --------------
                                                                                                     
TURNOVER..............................  3       40,727       40,657        19,372          19,357    
Cost of sales.........................         (14,394)     (15,653)       (6,418)         (6,526)   
                                               -------      -------        ------          ------    
GROSS PROFIT..........................          26,333       25,004        12,954          12,831    
Distribution costs....................         (10,740)     (11,012)       (6,124)         (5,948)   
Administrative expenses...............          (9,702)      (9,331)       (3,783)         (3,961)   
Other income..........................             212          203             1               8    
                                               -------      -------        ------          ------    
OPERATING PROFIT......................  4        6,103        4,864         3,048           2,930    
Investment income and interest                                                                       
  receivable..........................  5           99          107            49              12    
Interest payable and similar                                                                         
  charges.............................  6          (88)        (131)          (19)            (50)   
                                               -------      -------        ------          ------    
PROFIT ON ORDINARY ACTIVITIES BEFORE                                                                 
  TAXATION............................           6,114        4,840         3,078           2,892    
Tax on profit on ordinary                                                                            
  activities..........................  9       (1,897)      (1,734)         (978)         (1,084)   
                                               -------      -------        ------          ------    
PROFIT FOR THE PERIOD.................           4,217        3,106         2,100           1,808    
                                               =======      =======        ======          ======    

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EUROPEAN COMMERCIAL WALLCOVERINGS BUSINESS

COMBINED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Profit for the financial period.............    4,217        3,106         2,100           1,808     
Currency translation differences............      117          119            55              74     
                                                -----        -----         -----           -----     
Total recognised gains and losses relating                                                           
  to the period.............................    4,334        3,225         2,155           1,882     
                                                =====        =====         =====           =====     

COMBINED NOTE OF HISTORICAL COST PROFITS AND LOSSES 

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Profit on ordinary activities before                                                                 
  taxation..................................    6,114        4,840         3,078           2,892     
Difference between historical cost                                                                   
  depreciation charge and actual                                                                     
  depreciation charge.......................       22           22            11              11     
                                                -----        -----         -----           -----     
Historical cost profit on ordinary                                                                   
  activities before taxation................    6,136        4,862         3,089           2,903     
                                                -----        -----         -----           -----     
Historical cost profit for the period after                                                          
  taxation..................................    4,232        3,121         2,107           1,815     
                                                =====        =====         =====           =====     

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COMBINED CASH FLOW STATEMENT

                                                        [Enlarge/Download Table]

                                              YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                              JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                 1998         1997       (UNAUDITED)     (UNAUDITED)  
                                        NOTE     L'000        L'000         L'000           L'000     
                                        ----  -----------  -----------  --------------  --------------
                                                                                                      
NET CASH INFLOW/(OUTFLOW) FROM                                                                        
  OPERATING ACTIVITIES.................  A       5,235        5,705         (3,779)            (33)   
RETURNS ON INVESTMENT AND SERVICING OF                                                                
  FINANCE                                                                                             
Interest received......................             99          107             49              12    
Interest paid..........................            (88)        (131)           (19)            (50)   
                                                ------       ------         ------          ------    
NET CASH INFLOW/(OUTFLOW) FROM RETURNS                                                                
  ON INVESTMENT AND SERVICING OF                                                                      
  FINANCE..............................             11          (24)            30             (38)   
TAXATION                                                                                              
Corporation tax received/(paid)........            122         (793)          (123)            (14)   
CAPITAL EXPENDITURE AND FINANCIAL                                                                     
  INVESTMENT                                                                                          
Payments to acquire tangible fixed                                                                    
  assets...............................         (2,426)      (5,061)          (787)         (1,075)   
Proceeds from sales of tangible fixed                                                                 
  assets...............................            182           82             10              15    
                                                ------       ------         ------          ------    
NET CASH OUTFLOW FROM INVESTING                                                                       
  ACTIVITIES...........................         (2,244)      (4,979)          (777)         (1,060)   
                                                ------       ------         ------          ------    
NET CASH INFLOW/(OUTFLOW) BEFORE AND                                                                  
  AFTER FINANCING......................          3,124          (91)        (4,649)         (1,145)   
                                                ======       ======         ======          ======    

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NOTES TO THE COMBINED CASH FLOW STATEMENT 

A  RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATIONS        

                                                        [Enlarge/Download Table]

                                                                     6 MONTHS ENDED                
                                           YEAR ENDED   YEAR ENDED      JULY 31,     6 MONTHS ENDED
                                           JANUARY 31,  JANUARY 31,       1998       JULY 31, 1997 
                                              1998         1997       (UNAUDITED)     (UNAUDITED)  
                                              L'000        L'000         L'000           L'000     
                                           -----------  -----------  --------------  --------------
                                                                                                   
Operating profit..........................    6,103        4,864          3,048           2,930    
Depreciation..............................    1,371        1,150            675             651    
(Profit)/loss on disposal of fixed                                                                 
  assets..................................      (10)          29              6              --    
Decrease/(Increase) in stock..............      247       (1,020)           623             104    
(Increase)/Decrease in debtors............   (2,346)        (730)        (5,412)         (1,198)   
(Decrease)/Increase in creditors..........     (130)       1,412         (2,719)         (2,520)   
                                             ------       ------         ------          ------    
Net cash inflow/(outflow) from operating                                                           
  activities..............................    5,235        5,705         (3,779)            (33)   
                                             ======       ======         ======          ======    

B  RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT                      

                                                        [Enlarge/Download Table]

                                                                     6 MONTHS ENDED                
                                           YEAR ENDED   YEAR ENDED      JULY 31,     6 MONTHS ENDED
                                           JANUARY 31,  JANUARY 31,       1998       JULY 31, 1997 
                                              1998         1997       (UNAUDITED)     (UNAUDITED)  
                                              L'000        L'000         L'000           L'000     
                                           -----------  -----------  --------------  --------------
                                                                                                   
Increase/(decrease) in cash for period....    3,124          (91)        (4,649)         (1,145)   
Translation difference....................      (29)         (40)            --             (33)   
                                             ------       ------         ------          ------    
Change in net debt........................    3,095         (131)        (4,649)         (1,178)   
Net cash opening..........................    2,455        2,586          5,550           2,455    
                                             ------       ------         ------          ------    
Net cash closing..........................    5,550        2,455            901           1,277    
                                             ======       ======         ======          ======    

C  ANALYSIS OF CHANGE IN NET DEBT                                               

                                                        [Enlarge/Download Table]

                                                     AT                    EXCHANGE         AT       
                                              FEBRUARY 1, 1997  CASH FLOW  MOVEMENT  JANUARY 31, 1998
                                                   L'000          L'000     L'000         L'000      
                                              ----------------  ---------  --------  ----------------
                                                                                                     
Cash at bank and in hand.....................      3,254          2,325      (29)         5,550      
Bank overdraft...............................       (799)           799       --             --      
                                                   -----          -----      ---          -----      
                                                   2,455          3,124      (29)         5,550      
                                                   =====          =====      ===          =====      

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NOTES TO COMBINED CASH FLOW STATEMENT -- (CONTINUED)

                                                        [Enlarge/Download Table]

                                                     AT                    EXCHANGE         AT       
                                              FEBRUARY 1, 1996  CASH FLOW  MOVEMENT  JANUARY 31, 1997
                                                   L'000          L'000     L'000         L'000      
                                              ----------------  ---------  --------  ----------------
                                                                                                     
Cash at bank and in hand.....................       3,672         (378)      (40)         3,254      
Bank overdraft...............................      (1,086)         287        --           (799)     
                                                   ------         ----       ---          -----      
                                                    2,586          (91)      (40)         2,455      
                                                   ======         ====       ===          =====      

                                                        [Enlarge/Download Table]

                                                     AT                       EXCHANGE           AT       
                                              FEBRUARY 1, 1998   CASH FLOW    MOVEMENT     JULY 31, 1998  
                                                (UNAUDITED)     (UNAUDITED)  (UNAUDITED)    (UNAUDITED)   
                                                   L'000           L'000        L'000          L'000      
                                              ----------------  -----------  -----------  ----------------
                                                                                                          
Cash at bank and in hand.....................      5,550           (4,349)        --           1,201      
Bank overdraft...............................         --             (300)        --            (300)     
                                                   -----           ------        ---           -----      
                                                   5,550           (4,649)        --             901      
                                                   =====           ======        ===           =====      

                                                        [Enlarge/Download Table]

                                                     AT                       EXCHANGE           AT       
                                              FEBRUARY 1, 1997   CASH FLOW    MOVEMENT     JULY 31, 1997  
                                                (UNAUDITED)     (UNAUDITED)  (UNAUDITED)    (UNAUDITED)   
                                                   L'000           L'000        L'000          L'000      
                                              ----------------  -----------  -----------  ----------------
                                                                                                          
Cash at bank and in hand.....................      3,254           (1,944)       (33)          1,277      
Bank overdraft...............................       (799)             799         --              --      
                                                   -----           ------        ---           -----      
                                                   2,455           (1,145)       (33)          1,277      
                                                   =====           ======        ===           =====      

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NOTES TO THE COMBINED FINANCIAL STATEMENTS

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

1.  BASIS OF PREPARATION                                                        

The combined financial statements reflect the combined operations of  
Brymor, Muraspec, Muraspec Belgium and Muraspec SARL, which together formed the 
commercial wallcoverings business ("the European Commercial Wallcoverings       
Business") purchased by GenCorp Inc. in a transaction completed on August 13,   
1998. Brymor, Muraspec and Muraspec Belgium were operating divisions within the 
Walker Greenbank PLC group whilst Muraspec SARL was a wholly-owned subsidiary   
whose ultimate parent company was Walker Greenbank PLC.                         

The combined financial statements comprise a combined profit and loss 
account, a combined statement of total recognised gains and losses and a        
combined statement of cash flows, together with related accounting policies and 
footnotes, for the European Commercial Wallcoverings Business. The combined     
financial statements cover the years ended January 31, 1998 and January 31, 1997
and the six month periods ended July 31, 1998 and July 31, 1997.                

 No balance sheets are presented in these combined financial statements.
Accounting policies in respect of balance sheet items are included only in      
respect of their relevance to the reconciliation of movement in shareholders'   
funds.                                                                          

    The information presented for the years ended January 31, 1998 and January
31, 1997 is audited ("Audited Combined Financial Statements"). Information for  
the 6 month periods ended July 31, 1998 and July 31, 1997 is unaudited          
("Unaudited Combined Financial Statements").                                    

    The accompanying unaudited combined profit and loss account and cash flows
for the six months ended July 31, 1998 and July 31, 1997 have been prepared on  
the same basis as the Audited Combined Financial Statements and, in the opinion 
of management, include all adjustments necessary to present fairly the financial
information set forth therein.                                                  

During the periods included in these combined financial statements the
European Commercial Wallcoverings Business did not constitute a separate group  
or company; however, for the purpose of this presentation, Brymor, Muraspec,    
Muraspec Belgium and Muraspec SARL were each accounted for on a stand-alone     
basis. In view of the historical structure of the European Commercial           
Wallcoverings Business a separate combination of the individual entities has    
been prepared for the financial statement periods presented in these financial  
statements. These financial statements are the responsibility of GenCorp Inc.   

The combined financial statements are based on an aggregation of the  
results of Brymor, Muraspec, Muraspec Belgium and Muraspec SARL. Transactions   
and balances between these four elements have been eliminated on aggregation.   
The combined profit and loss account of the European Commercial Wallcoverings   
Business include all material revenues and expenses that would have been        
incurred had the European Commercial Wallcoverings Business operated on a       
stand-alone basis.                                                              

 The financial statements have been prepared in all material respects in
accordance with Generally Accepted Accounting Principles in the UK ("UK GAAP")  
and are expressed in pounds sterling ("GBP").                                   

INTEREST                                                                        

 The European Commercial Wallcoverings Business has participated in cash
sweep arrangements operated by Walker Greenbank PLC, whereby certain cash       
balances have been cleared periodically to central accounts held by Walker      
Greenbank PLC. Similarly, to the extent that the European Commercial            
Wallcoverings Business has had short-term borrowing requirements it has borrowed
from Walker Greenbank PLC. No interest has generally been received or charged in
respect of balances with Walker Greenbank PLC.                                  

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

TAXATION                                                                        

 During the periods included in these combined financial statements only
Muraspec SARL constituted a separate company for taxation purposes. Brymor,     
Muraspec and Muraspec Belgium were operating divisions within Walker Greenbank  
PLC. For the purposes of these combined financial statements, separate          
corporation and deferred tax calculations have been prepared as if the three    
operating divisions had been stand-alone companies. The assumption has been made
that any tax liabilities arising that were not paid by the European Commercial  
Wallcoverings Business were settled by Walker Greenbank PLC as a capital        
contribution to the European Commercial Wallcoverings business.                 

GROUP MANAGEMENT CHARGES                                                        

During the periods covered by these combined financial statements, the
European Commercial Wallcoverings Business received charges for head office     
services carried out, or costs incurred on its behalf, by Walker Greenbank PLC. 
These management charges were allocated between the businesses making up the    
Walker Greenbank PLC group on bases that Walker Greenbank PLC management        
determined to be reasonable. These bases have varied during the periods covered 
by those combined financial statements.                                         

     It is possible that the level of cost incurred for such services would have
been different had the European Commercial Wallcoverings Business existed as a  
stand-alone entity during those periods.                                        

PENSIONS                                                                        

   During the periods covered by these combined financial statements certain
employees of the European Commercial Wallcoverings Business were members of     
either one of two separate defined benefit group pension schemes operated by    
Walker Greenbank PLC. Separate actuarial calculations have been performed to    
determine an appropriate pensions charge for these employees under UK generally 
accepted accounting practice.                                                   

SUBSEQUENT EVENTS                                                               

 No account has been taken of changes in accounting policy, estimates or
judgement arising directly from the acquisition by GenCorp Inc. on August 13,   
1998.                                                                           

2.  ACCOUNTING POLICIES                                                         

The principal accounting policies are set out below.                  

ACCOUNTING CONVENTION                                                           

    The financial statements are prepared under the historical cost convention
modified for the revaluation of certain properties and in accordance with       
applicable accounting standards.                                                

PATTERN BOOKS AND SHADE CARDS                                                   

   The cost of pattern books and shade cards for ranges launched in the year
is charged directly to the profit and loss account.                             

   Costs incurred in developing pattern books and shade cards for ranges not
yet launched are held within work in progress in stocks and are written off in  
the year of launch. Pattern books and shade cards held for resale are included  
in finished goods at the lower of cost and net realisable value.                

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

FOREIGN CURRENCY                                                                

Monetary assets and liabilities denominated in foreign currencies are 
translated at the rate of exchange ruling at the balance sheet date.            
Transactions in foreign currencies are recorded at the rate ruling at the date  
of the transaction or, if hedged, at the forward contract rate.                 

The balance sheets of overseas entities are translated at the rates of
exchange ruling at the balance sheet date. The profit and loss accounts are     
translated at the average rates of exchange applicable to the accounting period.

TURNOVER                                                                        

   The group turnover represents the invoiced value, excluding VAT, of sales
to external customers.                                                          

STOCKS                                                                          

Stocks and work in progress are stated at the lower of cost and net   
realisable value. Cost comprises direct materials, on a first-in, first-out     
basis, and direct labour plus attributable production overheads based on a      
normal level of activity. Net realisable value is based on estimated selling    
prices less anticipated costs to disposal.                                      

PENSIONS                                                                        

   The cost of providing retirement pensions and related benefits is charged
to the profit and loss account over the periods during which members are        
employed. Any surplus of assets over liabilities is apportioned over the        
expected remaining service lives of current employees in the schemes.           

RESEARCH AND DEVELOPMENT                                                        

  Costs incurred in setting up production lines for new product ranges are
capitalised and amortised over the expected lives of those ranges. Other        
research and development expenditure is written off as incurred.                

FIXED ASSETS                                                                    

  Depreciation is charged on a straight-line basis on the original cost or
subsequent valuation of assets (excluding freehold land) after deduction of any 
estimated residual value.                                                       

The principal annual rates are:                                       

                                                                [Download Table]
                                                                   
Freehold Buildings               2%                                
Short and Long Leaseholds        Over the unexpired period of lease
Plant, Equipment and Vehicles    Between 5% and 33%                

 Land and buildings are stated at cost plus any revaluation reserve less
provision for permanent diminution in value.                                    

The direct costs of developing computer software for internal use are 
capitalised as part of fixed assets within the category of Plant, Equipment and 
Vehicles.                                                                       

LEASING AND HIRE PURCHASE COMMITMENTS                                           

Rentals paid under operating leases are charged to income as incurred.

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

DEFERRED TAXATION                                                               

    Deferred taxation is provided on all timing differences only to the extent
that they are expected to reverse in the foreseeable future, calculated at the  
rate at which it is estimated that tax will be payable.                         

3.  TURNOVER                                                                    

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Analysis by geographical market:                                                                     
United Kingdom..............................   30,130       30,676         14,699          14,627    
Continental Europe..........................    6,782        5,743          2,793           2,888    
Other.......................................    3,815        4,238          1,880           1,842    
                                               ------       ------         ------          ------    
                                               40,727       40,657         19,372          19,357    
                                               ======       ======         ======          ======    

4.  OPERATING PROFIT                                                            

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Operating profit is stated after charging:                                                           
Depreciation of fixed assets................    1,371        1,150            675             651    
Auditor's remuneration - audit services.....       44           39             22              22    
                       - non-audit                                                                   
  services..................................       25            9              7               9    
Operating lease rentals                                                                              
- land and buildings........................      674          733            355             342    
- others....................................      650          578            295             327    
Group management charges....................    1,833        1,833            879             877    
                                               ======       ======         ======          ======    

5.  INVESTMENT INCOME AND INTEREST RECEIVABLE                                   

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Interest received and receivable                                                                     
Bank interest...............................       99          107             49              12    
                                               ======       ======         ======          ======    

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

6.  INTEREST PAYABLE AND SIMILAR CHARGES                                        

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
On bank loans and overdrafts repayable                                                               
  within five years.........................       50           90             19              31    
Interest on parent company loan.............       38           41             --              19    
                                               ------       ------         ------          ------    
                                                   88          131             19              50    
                                               ======       ======         ======          ======    

7.  INFORMATION ON EMPLOYEES                                                    

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Staff costs                                                                                          
Wages and salaries..........................   10,854       10,782          5,341           5,554    
Social Security costs.......................    1,079        1,104            537             558    
Other pension costs.........................      832          834            426             417    
                                               ------       ------         ------          ------    
                                               12,765       12,720          6,304           6,529    
                                               ======       ======         ======          ======    

The average number of employees during the year was as follows:       

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                               NUMBER       NUMBER         NUMBER          NUMBER    
                                             -----------  -----------  --------------  --------------
                                                                                                     
Sales/warehouse.............................      240          242            232             238    
Management and administration...............       61           60             56              60    
Production..................................      139          134            134             130    
Development/marketing.......................       40           40             35              40    
                                               ------       ------         ------          ------    
                                                  480          476            457             468    
                                               ======       ======         ======          ======    

No information is presented for directors' emoluments as the European 
Commercial Wallcoverings Business had no directors during the periods covered by
these financial statements.                                                     

8.  PENSION COSTS                                                               

     Qualifying employees of the European Commercial Wallcoverings Business were
members of one of two defined benefit pension schemes operated by Walker        
Greenbank PLC during the periods covered by these financial statements. The     
assets of the schemes are held in separate trustee administered funds.          

The pension costs are assessed in accordance with the advice of an    
independent qualified actuary using the projected unit method. These schemes are
subjected to triennial actuarial reviews with the most recent ones having been  
at 6 April 1996 for the major scheme and 6 April 1995 for the Abaris Holdings   
Limited Pension Scheme (formerly Warner Fabrics Scheme).                        

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

 The principal actuarial assumptions applied for the two schemes were as
follows:                                                                        

                                                                [Download Table]
                                                                            
Investment returns    9.0% per annum                                        
Salary growth         7.0% per annum                                        
Pension increases     5.0% per annum in excess of Guaranteed Minimum Pension

Assets have been valued using the discounted income method assuming a 
dividend growth rate of 4.5% per annum.                                         

     At the latest actuarial valuation, the aggregate market value of the assets
of the major scheme was L22,173,000. The actuarial value of the assets of the   
scheme was sufficient to cover 106% of the liability for benefits which have    
accrued to members on an ongoing basis.                                         

   At the last actuarial valuation, the aggregate market value of the assets
of the Abaris Holdings Limited Pension scheme (formerly Warner Fabrics Scheme)  
was L2,423,000. The actuarial value of the assets of the scheme was sufficient  
to cover 205% of the liability for benefits which have accrued to members on an 
ongoing basis.                                                                  

9.  TAX ON PROFIT ON ORDINARY ACTIVITIES                                        

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
The taxation (credit)/charge comprises:                                                              
UK corporation tax                                                                                   
- current year..............................    1,630        1,376          900              836     
Overseas corporation tax....................      104          (44)          59               60     
Deferred tax................................      163          402           19              188     
                                                -----        -----          ---            -----     
                                                1,897        1,734          978            1,084     
                                                =====        =====          ===            =====     

10.  OPERATING LEASES COMMITMENTS                                               

Annual commitments due under non-cancellable operating leases are as  
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                                 6 MONTHS ENDED      
                                                        YEAR ENDED                JULY 31, 1998      
                                                     JANUARY 31, 1998              (UNAUDITED)       
                                                 -------------------------  -------------------------
                                                 LAND & BUILDINGS   OTHERS  LAND & BUILDINGS   OTHERS
                                                      L'000         L'000        L'000         L'000 
                                                 ----------------   ------  ----------------   ------
                                                                                                     
Within one year.................................        522          275           706          167  
Between one and five years......................      1,389          488         1,431          338  
Over five years.................................         92           --            --           --  
                                                      -----          ---         -----          ---  
                                                      2,003          763         2,137          505  
                                                      =====          ===         =====          ===  

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

11.  COMBINED RECONCILIATION OF MOVEMENTS IN NET ASSETS                         

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED   6 MONTHS ENDED  6 MONTHS ENDED
                                             JANUARY 31,  JANUARY 31,  JULY 31, 1998   JULY 31, 1997 
                                                1998         1997       (UNAUDITED)     (UNAUDITED)  
                                                L'000        L'000         L'000           L'000     
                                             -----------  -----------  --------------  --------------
                                                                                                     
Retained profit for the year................    4,217        3,106          2,100           1,808    
Currency translation differences............      117          119             55              74    
Capital contribution........................    1,602        1,319            959             895    
                                               ------       ------         ------          ------    
Net addition to net assets..................    5,936        4,544          3,114           2,777    
Opening net assets..........................   43,651       39,107         49,587          43,651    
                                               ------       ------         ------          ------    
Closing net assets..........................   49,587       43,651         52,701          46,428    
                                               ======       ======         ======          ======    

     Capital contribution relates to tax liabilities settled by Walker Greenbank
PLC on behalf of the European Commercial Wallcoverings Business.                

12.  DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN UK GAAP AND US GAAP         

     The combined financial statements are prepared in accordance with generally
accepted accounting principles in the United Kingdom ("UK GAAP"), which differ  
in certain respects from generally accepted accounting principles in the United 
States ("US GAAP").                                                             

   The principal differences between UK GAAP and US GAAP are presented below
together with explanations of certain adjustments that affect consolidated net  
income and total shareholders' equity as of and for the years ended January 31, 
1998 and January 31, 1997 and for the six month periods ended July 31, 1998 and 
July 31, 1997:                                                                  

(1) CAPITALISED PRODUCT AND COMPUTER SOFTWARE DEVELOPMENT COSTS                 

     The European Commercial Wallcoverings Business has a policy of capitalising
certain development costs in respect of new product ranges and computer software
development costs. These development costs are amortised over a three year      
period. Under US GAAP, such development costs are expensed as incurred.         

(2) REVALUATION OF PROPERTY AND EQUIPMENT                                       

    Under UK GAAP, companies are permitted to perform revaluations of property
on a periodic basis and adjust the carrying values to the revalued fair market  
value. The related depreciation is calculated on the revalued amounts where     
applicable. Any surplus or deficit on the revaluation of property and equipment 
is taken directly to a revaluation reserve, which is part of shareholders'      
funds.                                                                          

Under US GAAP, such revaluations are not permitted and depreciation is
provided on the original cost of property and equipment.                        

(3) PENSIONS                                                                    

Under UK GAAP, an actuarial valuation method must be used to determine
annual pension cost. The valuation is normally performed every three years. The 
benefit obligation is discounted at a long term risk adjusted rate and the plan 
assets are valued on an actuarial basis. The expected cost of pensions is       
charged to the profit and loss account so as to spread the variation from the   
regular cost over the expected remaining service lives of employees.            

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

    Under US GAAP, annual actuarial valuations must be carried out for defined
benefit pension obligations. The present value of the benefit obligation is     
determined using a current market discount rate such as that of a high quality, 
fixed rate debt instrument and the plan assets are valued on a market or market 
related basis. Actuarial gains and losses that arise within a prescribed        
"corridor" do not have to be amortised. Actuarial gains and losses outside the  
corridor are amortised over the average expected remaining service of employees.

 The principal actuarial assumptions for the two Walker Greenbank PLC UK
pension plans under SFAS Nos. 87 and 132 are as follows:                        

                                                        [Enlarge/Download Table]

                                             YEAR ENDED   YEAR ENDED                                 
                                             JANUARY 31,  JANUARY 31,  6 MONTHS ENDED  6 MONTHS ENDED
                                                1998         1997      JULY 31, 1998   JULY 31, 1997 
                                             -----------  -----------  --------------  --------------
                                                                        (UNAUDITED)     (UNAUDITED)  
                                                                                                     
Discount rate...............................    6.75%          8%           6.25%           7.75%    
Expected return on plan assets..............       9%          9%              9%              9%    
Rate of compensation increase...............       5%          6%           5.25%            5.5%    
                                                ====           ==           ====            ====     

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

  The components of pension expense which arise under SFAS Nos. 87 and 132
are as follows:                                                                 

                                                        [Enlarge/Download Table]

                                         JANUARY 31, 1998  JANUARY 31, 1997  JULY 31, 1998  JULY 31, 1997
                                              L'000             L'000            L'000          L'000    
                                         ----------------  ----------------  -------------  -------------
                                                                                                         
CHANGE IN BENEFIT OBLIGATION                                                                             
Benefit obligation at beginning of                                                                       
  year..................................       8,013            6,003           11,354          8,013    
Service cost............................         747              571              421            366    
Interest cost...........................         641              510              384            321    
Plan participants' contributions........         372              367              187            187    
Actuarial gain..........................       1,581              562            1,813           (299)   
                                              ------            -----           ------         ------    
BENEFIT OBLIGATION AT END OF YEAR.......      11,354            8,013           14,159          8,588    
                                              ======            =====           ======         ======    
CHANGE IN PLAN ASSETS                                                                                    
Fair value of plan assets at beginning                                                                   
  of year...............................       9,427            7,185           12,248          9,427    
Actual return on plan assets............       2,094            1,287            1,319            706    
Contribution by employer................         355              588               --            178    
Contributions by plan participants......         372              367              187            187    
                                              ------            -----           ------         ------    
FAIR VALUE OF PLAN ASSETS AT END OF                                                                      
  YEAR..................................      12,248            9,427           13,754         10,498    
                                              ======            =====           ======         ======    
FUNDED STATUS                                                                                            
Projected benefit obligations...........      11,354            8,013           14,159          8,588    
Plan assets at fair value...............      12,248            9,427           13,754         10,498    
Funded status...........................         894            1,414             (405)         1,910    
Unrecognised transition amount..........        (472)            (551)            (433)          (512)   
Unrecognised prior service cost.........          --               --            1,307           (660)   
Unrecognised net (gain) or loss.........         256              (79)              --             --    
                                              ------            -----           ------         ------    
PREPAID BENEFIT COST....................         678              784              469            738    
                                              ======            =====           ======         ======    
COMPONENTS OF NET PERIODIC BENEFIT COST                                                                  
Service cost............................         747              571              421            366    
Interest cost...........................         641              510              384            321    
Expected return on plan assets..........        (848)            (647)            (551)          (424)   
Amortisation of transitional asset......         (79)             (79)             (39)           (39)   
Recognised net actuarial gain...........          --               --               (6)            --    
                                              ------            -----           ------         ------    
NET PERIODIC BENEFIT COST...............         461              355              209            224    
                                              ======            =====           ======         ======    

(4) COMPREHENSIVE INCOME                                                        

    Under UK GAAP, the Statement of Total Recognised Gains and Losses presents
the components of other comprehensive income net of tax. Under US GAAP,         
disclosure of the amount of income tax expense or benefit separately allocated  
to the components of other comprehensive income should be provided. The tax     
effect related to comprehensive income -- currency translation                  
differences -- for the periods ended January 31, 1998 and 1997, and for the six 
month periods ended July 31, 1998 and 1997, is L36,000, L43,000, L17,000 and    
L28,000 respectively.                                                           

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NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

(5) OTHER DIFFERENCES                                                           

 Other minor differences exist between UK GAAP and US GAAP in respect of
certain items reflected in the consolidated financial statements. Such          
differences are immaterial to the reconciliation of net income and shareholders 
funds and accordingly have been excluded from the reconciliations on the        
following pages.                                                                

(6) EFFECT ON NET INCOME OF DIFFERENCES BETWEEN UK GAAP AND US GAAP             

                                                        [Enlarge/Download Table]

                                         JANUARY 31, 1998  JANUARY 31, 1997  JULY 31, 1998  JULY 31, 1997
                                                L                 L                L              L      
                                         ----------------  ----------------  -------------  -------------
                                                                                                         
Reconciliation of net income:                                                                            
Net income reported under UK GAAP.......      4,217             3,106            2,100          1,808    
US GAAP adjustments:                                                                                     
  Capitalised product development                                                                        
  costs.................................       (101)             (113)              (9)           (50)   
  Capitalised computer software                                                                          
  development costs.....................        (12)              (70)              (7)            (5)   
  Depreciation of fixed assets..........         22                22               11             11    
  Pension expense.......................        152               107              154             83    
  Deferred tax effect of US GAAP                                                                         
  adjustments...........................        (19)               18              (46)           (12)   
                                              -----             -----            -----          -----    
Presentation of net income under US                                                                      
  GAAP..................................      4,259             3,070            2,203          1,835    
                                              =====             =====            =====          =====    

(7) EFFECT ON NET ASSETS OF DIFFERENCES BETWEEN UK GAAP AND US GAAP             

RECONCILIATION OF NET ASSETS:                                                   

                                                        [Enlarge/Download Table]

                                         JANUARY 31, 1998  JANUARY 31, 1997  JULY 31, 1998  JULY 31, 1997
                                                L                 L                L              L      
                                         ----------------  ----------------  -------------  -------------
                                                                                                         
Total net assets under UK GAAP..........      49,587            43,651          52,701         46,428    
US GAAP adjustments:                                                                                     
Cumulative write-off of capitalised                                                                      
  product development costs.............        (214)             (113)           (223)          (163)   
Cumulative write-off of capitalised                                                                      
  computer development costs............         (82)              (70)            (89)           (75)   
Accumulated depreciation on revalued                                                                     
  assets................................         110                88             121             99    
Revaluation of assets...................      (1,942)           (1,942)         (1,942)        (1,942)   
Prepaid pension costs...................         810               658             964            741    
Deferred tax effect on US GAAP                                                                           
  adjustments...........................         447               480             400            446    
                                              ------            ------          ------         ------    
Net assets in accordance with US GAAP...      48,716            42,752          51,932         45,534    
                                              ======            ======          ======         ======    

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EUROPEAN COMMERCIAL WALLCOVERINGS BUSINESS

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

CHANGES IN US GAAP NET ASSETS ARE AS FOLLOWS:                                   

                                                                [Download Table]
                                                                    
Net assets at January 31, 1996..............................  38,192
Net income for the period...................................   3,070
Currency translation adjustment.............................      83
                                                              ------
Capital contribution........................................   1,319
Net assets at January 31, 1997..............................  42,664
Net income for the period...................................   4,259
Currency translation adjustment.............................      81
                                                              ------
Capital contribution........................................   1,602
Net assets at January 31, 1998..............................  48,606
Net income for the period...................................   2,203
Currency translation adjustment.............................      43
                                                              ------
Capital contribution........................................     959
Net assets at July 31, 1998.................................  51,811
                                                              ======

(8) CONSOLIDATED STATEMENT OF CASH FLOWS                                        

  The Company's consolidated cash flow statement is prepared in accordance
with UK Financial Reporting Standard No 1 "Cash Flow Statements" and presents   
substantially the same information as that required under US GAAP. However,     
there are certain differences in classification of items within the cash flow   
statement and with regard to the definition of cash and cash equivalents between
UK and US GAAP.                                                                 

     Under UK GAAP cash flows represent increases or decreases in cash, which is
comprised of cash in hand and deposits repayable on demand less overdrafts. Cash
flows are presented in the following categories (i) operating activities (ii)   
returns on investments and servicing of finance (iii) taxation (iv) capital     
expenditure and financial investment (v) acquisitions and disposals (vi) equity 
dividends paid (vii) management of liquid resource and (viii) financing         
activities.                                                                     

    Under US GAAP cash flows represent increases or decreases in cash and cash
equivalents, which include short term highly liquid investments with original   
maturities of less than 90 days and exclude overdrafts. Cash flows are reported 
in only three categories of operating activities, investing activities and      
financing activities.                                                           

Cash flows from taxation and returns on investments and servicing of  
finance are operating activities under US GAAP. The payment of dividends and    
debt issue costs are included under financing activities. Capitalised interest  
is included under investing activities for US GAAP purposes.                    

 Cash flows from capital expenditure and financial investment as well as
cash flows from acquisitions and disposals are included as investing activities 
under US GAAP. Cash flows from the management of liquid resources are included  
in the overall cash movement since liquid resources are considered cash         
equivalents under US GAAP.                                                      

     Cash, for purposes of the cash flow under UK GAAP, includes bank overdrafts
but excludes liquid resources. Under US GAAP bank overdrafts are considered     
loans and the movements thereon are included in financing activities. Liquid    
resources are considered cash equivalents and the movements thereon are included
in the overall cash movement.                                                   

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EUROPEAN COMMERCIAL WALLCOVERINGS BUSINESS

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED) 

INFORMATION FOR THE 6 MONTH PERIODS ENDED JULY 31, 1998 AND JULY 31, 1997 IS
UNAUDITED.

     The following table summarises the statement of cash flows for the European
Commercial Wallcoverings Business as if they had been presented in accordance   
with US GAAP and included the adjustment which reconcile cash and cash          
equivalents under UK GAAP to cash and cash equivalents under US GAAP.           

                                                        [Enlarge/Download Table]

                                                         JANUARY 31,  JANUARY 31,  JULY 31,  JULY 31,
                                                            1998         1997        1998      1997  
                                                         -----------  -----------  --------  --------
                                                                                                     
Reconciliation of cash flows                                                                         
Net cash flow from operating activities................     5,224        4,724      (3,928)   (1,790)
Net cash provided by (used in) investing activities....    (2,244)      (4,979)       (777)   (1,060)
Net cash provided by (used in) financing activities....      (799)        (287)        300       799 
                                                           ------       ------      ------    ------ 
Net increase/(decrease) in cash and cash equivalents                                                 
  under US GAAP........................................     2,181         (542)     (4,405)   (2,051)
Effect of exchange rates on cash and cash                                                            
  equivalents..........................................       115          124          56        74 
Cash and cash equivalents under US GAAP at beginning of                                              
  period...............................................     3,254        3,672       5,550     3,254 
                                                           ------       ------      ------    ------ 
Cash and cash equivalents under US GAAP at end of                                                    
  period...............................................     5,550        3,254       1,201     1,277 
                                                           ======       ======      ======    ====== 
Additional cash flow information                                                                     
Interest paid..........................................       (88)        (131)        (19)       50 
Income tax paid........................................        --         (793)       (123)      (14)
                                                           ======       ======      ======    ====== 

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ANNEX A 

DISSENTERS' RIGHTS

OHIO GENERAL CORPORATION LAW

SECTION 1701.85 DISSENTING SHAREHOLDER'S DEMAND FOR FAIR CASH VALUE OF SHARES.

    (A) (1) A shareholder of a domestic corporation is entitled to relief as a
dissenting shareholder in respect of the proposals described in sections        
1701.74,1701.76, and 1701.84 of the Revised Code, only in compliance with this  
section.                                                                        

(2) If the proposal must be submitted to the shareholders of the      
corporation involved, the dissenting shareholder shall be a record holder of the
shares of the corporation as to which he seeks relief as of the date fixed for  
the determination of shareholders entitled to notice of a meeting of the        
shareholders at which the proposal is to be submitted, and such shares shall not
have been voted in favor of the proposal. Not later than ten days after the date
on which the vote on the proposal was taken at the meeting of the shareholders, 
the dissenting shareholder shall deliver to the corporation a written demand for
payment to him of the fair cash value of the shares as to which he seeks relief,
which demand shall state his address, the number and class of such shares, and  
the amount claimed by him as the fair cash value of the shares.                 

 (3) The dissenting shareholder entitled to relief under division (C) of
section 1701.84 of the Revised Code in the case of a merger pursuant to section 
1701.80 of the Revised Code and a dissenting shareholder entitled to relief     
under division (E) of section 1701.84 of the Revised Code in the case of a      
merger pursuant to section 1701.801 of the Revised Code shall be a record holder
of the shares of the corporation as to which he seeks relief as of the date on  
which the agreement of merger was adopted by the directors of that corporation. 
Within twenty days after he has been sent the notice provided in section 1701.80
or 1701.801 of the Revised Code, the dissenting shareholder shall deliver to the
corporation a written demand for payment with the same information as that      
provided for in division (A)(2) of this section.                                

(4) In the case of a merger or consolidation, a demand served on the  
constituent corporation involved constitutes service on the surviving or the new
entity, whether the demand is served before, on, or after the effective date of 
the merger or consolidation.                                                    

    (5) If the corporation sends to the dissenting shareholder, at the address
specified in his demand, a request for the certificates representing the shares 
as to which he seeks relief, the dissenting shareholder, within fifteen days    
from the date of the sending of such request, shall deliver to the corporation  
the certificates requested so that the corporation may forthwith endorse on them
a legend to the effect that demand for the fair cash value of such shares has   
been made. The corporation promptly shall return such endorsed certificates to  
the dissenting shareholder. A dissenting shareholder's failure to deliver such  
certificates terminates his rights as a dissenting shareholder, at the option of
the corporation, exercised by written notice sent to the dissenting shareholder 
within twenty days after the lapse of the fifteen-day period, unless a court for
good cause shown otherwise directs. If shares represented by a certificate on   
which such a legend has been endorsed are transferred, each new certificate     
issued for them shall bear a similar legend, together with the name of the      
original dissenting holder of such shares. Upon receiving a demand for payment  
from a dissenting shareholder who is the record holder of uncertificated        
securities, the corporation shall make an appropriate notation of the demand for
payment in its shareholder records. If uncertificated shares for which payment  
has been demanded are to be transferred, any new certificate issued for the     
shares shall bear the legend required for certificated securities as provided in
this paragraph. A transferee of the shares so endorsed, or of uncertificated    
securities where such notation has been made, acquires only such rights in the  
corporation as the original dissenting holder of such shares had immediately    
after the service of a demand for payment of the fair cash value of the shares. 
A request under this paragraph by the corporation is not an admission by the    
corporation that the shareholder is entitled to relief under this section.      

   (B) Unless the corporation and the dissenting shareholder have come to an
agreement on the fair cash value per share of the shares as to which the        
dissenting shareholder seeks relief, the dissenting shareholder or the          
corporation, which in case of a merger or consolidation may be the surviving or 
new entity, within three months                                                 

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after the service of the demand by the dissenting shareholder, may file a       
complaint in the court of common pleas of the county in which the principal     
office of the corporation that issued the shares is located or was located when 
the proposal was adopted by the shareholders of the corporation, or, if the     
proposal was not required to be submitted to the shareholders, was approved by  
the directors. Other dissenting shareholders, within that three-month period,   
may join as plaintiffs or may be joined as defendants in any such proceeding,   
and any two or more such proceedings may be consolidated. The complaint shall   
contain a brief statement of the facts, including the vote and the facts        
entitling the dissenting shareholder to the relief demanded. No answer to such a
complaint is required. Upon the filing of such a complaint, the court, on motion
of the petitioner, shall enter an order fixing a date for a hearing on the      
complaint and requiring that a copy of the complaint and a notice of filing and 
of the date for hearing be given to the respondent or defendant in the manner in
which summon is required to be served or substituted service is required to be  
made in other cases. On the day fixed for the hearing on the complaint or any   
adjournment of it, the court shall determine from the complaint and from such   
evidence as is submitted by either party whether the dissenting shareholder is  
entitled to be paid the fair cash value of any shares and, if so, the number and
class of such shares. If the court finds that the dissenting shareholder is so  
entitled, the court may appoint one or more persons as appraisers to receive    
evidence and to recommend a decision on the amount of the fair cash value. The  
appraisers have such power and authority as is specified in the order of their  
appointment. The court thereupon shall make a finding as to the fair cash value 
of a share and shall render judgment against the corporation for the payment of 
it, with interest at such rate and from such date as the court considers        
equitable. The costs of the proceeding, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the    
court considers equitable. The proceeding is a special proceeding and final     
orders in it may be vacated, modified, or reversed on appeal pursuant to the    
Rules of Appellate Procedure and, to the extent not in conflict with those      
rules, Chapter 2505 of the Revised Code. If, during the pendency of any         
proceeding instituted under this section, a suit or proceeding is or has been   
instituted to enjoin or otherwise to prevent the carrying out of the action as  
to which the shareholder has dissented, the proceeding instituted under this    
section shall be stayed until the final determination of the other suit or      
proceeding. Unless any provision in division (D) of this section is applicable, 
the fair cash value of the shares that is agreed upon by the parties or fixed   
under this section shall be paid within thirty days after the date of final     
determination of such value under this division, the effective date of the      
amendment to the articles, or the consummation of the other action involved,    
whichever occurs last. Upon the occurrence of the last such event, payment shall
be made immediately to a holder of uncertificated securities entitled to such   
payment. In the case of holders of shares represented by certificates, payment  
small be made only upon and simultaneously with the surrender to the corporation
of the certificates representing the shares for which the payment is made.      

     (C) If the proposal was required to be submitted to the shareholders of the
corporation, fair cash value as to those shareholders shall be determined as of 
the day prior to the day on which the vote by the shareholders was taken and, in
the case of a merger pursuant to section 1701.80 or 1701.801 of the Revised     
Code, fair cash value as to shareholders of a constituent subsidiary corporation
shall be determined as of the day before the adoption of the agreement of merger
by the directors of the particular subsidiary corporation. The fair cash value  
of a share for the purposes of this section is the amount that a willing seller 
who is under no compulsion to sell would be willing to accept and that a willing
buyer who is under no compulsion to purchase would be willing to pay, but in no 
event shall the fair cash value of a share exceed the amount specified in the   
demand of the particular shareholder. In computing such fair cash value, any    
appreciation or depreciation in market value resulting from the proposal        
submitted to the directors or to the shareholders small be excluded.            

     (D)(1) The right and obligation of a dissenting shareholder to receive such
fair cash value and to sell such shares as to which he seeks relief, and the    
right and obligation of the corporation to purchase such shares and to pay the  
fair cash value of them terminates if any of the following applies:             

      (a) The dissenting shareholder has not complied with this section,
unless the corporation by its directors waives such failure;          

  (b) The corporation abandons the action involved or is finally
 enjoined or prevented from carrying it out, or the shareholders rescind
their adoption of the action involved;                                

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         (c) The dissenting shareholder withdraws his demand, with the consent
of the corporation by its directors;                                  

          (d) The corporation and the dissenting shareholder have not come to an
    agreement as to the fair cash value per share, and neither the shareholder
   nor the corporation has filed or joined in a complaint under division (B)
of this section within the period provided in that division.          

(2) For purposes of division (D)(1) of this section, if the merger or 
consolidation has become effective and the surviving or new entity is not a     
corporation, action required to be taken by the directors of the corporation    
shall be taken by the general partners of a surviving or new partnership or the 
comparable representatives of any other surviving or new entity.                

(E) From the time of the dissenting shareholder's giving of the demand
until either the termination of the rights and obligations arising from it or   
the purchase of the shares by the corporation, all other rights accruing from   
such shares, including voting and dividend or distribution rights, are          
suspended. If during the suspension, any dividend or distribution is paid in    
money upon shares of such class or any dividend, distribution, or interest is   
paid in money upon any securities issued in extinguishment of or in substitution
for such shares, an amount equal to the dividend, distribution, or interest     
which, except for the suspension, would have been payable upon such shares or   
securities, shall be paid to the holder of record as a credit upon the fair cash
value of the shares. If the right to receive fair cash value is terminated other
than by the purchase of the shares by the corporation, all rights of the holder 
shall be restored and all distributions which, except for the suspension, would 
have been made shall be made to the holder of record of the shares at the time  
of termination.                                                                 

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Credit Suisse First Boston Logo     ANNEX B                                     

FINANCIAL VIABILITY OPINION OF CREDIT SUISSE FIRST BOSTON 

July 2, 1999                                                                    

Board of Directors                                                              

GenCorp Inc.                                                                    

175 Ghent Road                                                                  

Fairlawn, Ohio 44333                                                            

Members of the Board:                                                           

You have asked us to advise you, from a financial point of view, with 
respect to the financial viability of New GenCorp (as defined below) and the    
Decorative and Building Products and Performance Chemicals business units       
("Omnova Solutions") of GenCorp Inc. ("GenCorp"), which, following distribution 
(the "Distribution") to the stockholders of GenCorp of all of the outstanding   
shares of common stock of Omnova Solutions, will become a separate public       
company. For all purposes of our advice, including for purposes of this opinion,
the term "financial viability" means and refers exclusively to the ability of   
New GenCorp (as defined below) and Omnova Solutions to finance their respective 
currently anticipated operating and capital requirements as separate, stand     
alone entities (as projected in the financial forecasts for New GenCorp and     
Omnova Solutions prepared by the management of GenCorp as of June 25, 1999 and  
delivered to us prior to the delivery of this opinion) during the period        
immediately following the Distribution through the end of fiscal year 2000. As  
used in this opinion, the term "New GenCorp" will be deemed to refer to GenCorp 
as constituted immediately following the Distribution, the primary assets of    
which will be (1) 100% of the stock of Aerojet General Corporation ("Aerojet"), 
(2) GenCorp's Vehicle Sealing Group ("VSG") and (3) GenCorp's Fine Chemicals    
business ("Fine Chemicals"), which is currently contained within Aerojet.       

 In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to GenCorp, New GenCorp and Omnova  
Solutions which we believe is relevant to our review. We have also reviewed a   
draft of the GenCorp proxy statement dated May 28, 1999, which you have informed
us is substantially in the form in which it will be sent to GenCorp stockholders
in connection with the Distribution (the "Proxy Statement"), as well as certain 
other information provided to us prior to the date hereof by GenCorp, New       
GenCorp and Omnova Solutions, including financial forecasts, and have met with  
the managements of GenCorp, New GenCorp and Omnova Solutions to discuss the     
business and prospects of New GenCorp and Omnova Solutions, respectively.       

    In addition, we have considered certain financial and stock market data of
GenCorp and certain financial data of New GenCorp and Omnova Solutions and we   
have compared such data with similar data for other publicly held companies in  
businesses similar to GenCorp, New GenCorp and Omnova Solutions and we have     
considered the financial terms of certain other transactions similar to the     
Distribution which have recently been effected. We have also considered         
prevailing market conditions and such other information, financial studies,     
analyses and investigations and financial, economic and market criteria which we
deemed relevant.                                                                

   In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information (including the     
information contained in the Proxy Statement) and have relied on its being      
complete and accurate in all material respects. We have assumed that all        
necessary governmental and regulatory approvals and consents of third parties   
will be obtained on terms and conditions that will not have a material adverse  
effect upon New GenCorp and Omnova Solutions. Similarly, we have assumed that   
(i) there has been no material adverse change in the financial condition or     
prospects of GenCorp, New GenCorp or Omnova Solutions since the date of the most
recent financial information provided to us, (ii) the financing and             
capitalization of New GenCorp and Omnova Solutions following the Distribution   
will be as set forth in the Proxy Statement, and (iii) the business of New      
GenCorp and Omnova Solutions will be conducted substantially as contemplated by 
the forecasts provided to us. With respect to the financial forecasts, we have  
assumed that they have been reasonably prepared on bases reflecting the best    
currently available estimates and judgments of the managements of GenCorp, New  
GenCorp and Omnova Solutions as to the future financial performance of New      
GenCorp and Omnova Solutions and we have relied on such forecasts. We have      
further assumed with your                                                       

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consent that such forecasts, including the forecasts with respect to contingent 
and other liabilities, will in fact be achieved. We assume no responsibility for
and express no view as to such financial forecasts and the assumptions on which 
they are based. For purposes of this opinion, we have relied on, with your      
consent, and have made no independent evaluation of and assume no responsibility
for, estimates and judgements of management of GenCorp and its counsel with     
respect to the size and scope of the environmental liabilities and litigation of
GenCorp, New GenCorp and Omnova Solutions. We have assumed that any increases in
the reserves during the period covered by this opinion will be offset by        
recoveries from other sources, such that such increases will not have a material
adverse effect on the forecasts. This opinion also assumes that prior to the    
Distribution, GenCorp will receive a $188 million dividend from Omnova Solutions
and that such dividend will be used to repay existing indebtedness of GenCorp.  

     We were not requested to make, and have not made, an independent evaluation
or appraisal of the assets or liabilities (contingent or otherwise) of GenCorp  
or Omnova Solutions, nor have we been furnished with any such appraisals.       
Further, our opinion is necessarily based on financial, economic, monetary and  
market conditions as they currently exist and can be evaluated on the date      
hereof. In rendering our opinion, we have assumed that the Distribution will be 
completed on the basis set forth in the first paragraph of this letter and that 
the shares of New GenCorp and Omnova Solutions will be fully and widely         
distributed among investors and subject only to normal trading activity. We are 
not expressing any opinion as to what the market value of the securities of New 
GenCorp or Omnova Solutions actually will be following the consummation of the  
Distribution or the prices at which such securities will trade subsequent to the
Distribution. The actual combined market value of the New GenCorp and Omnova    
Solutions securities could be higher or lower than the current market value of  
GenCorp securities depending on, among other things, changes in interest rates, 
dividend rates, market conditions, general economic conditions and other factors
which generally influence the price of securities.                              

We are acting as financial advisor to GenCorp in connection with the  
Distribution and will receive a fee for our services, a portion of which is     
contingent upon the consummation of the Distribution. Credit Suisse First Boston
and its affiliates have acted, and may in the future act, as an underwriter for,
and have participated as members of underwriting syndicates with respect to,    
offerings of GenCorp securities and Credit Suisse First Boston has effected     
securities transactions for GenCorp and performed financial advisory services in
connection with certain acquisitions and dispositions by GenCorp. Credit Suisse 
First Boston has received fees from GenCorp in the past for these services and  
may in the future serve as an underwriter of securities for or financial advisor
to GenCorp, New GenCorp and Omnova Solutions.                                   

  In the ordinary course of their business, Credit Suisse First Boston and
its affiliates may actively trade the debt and equity securities of GenCorp for 
their own accounts and for the accounts of customers and, accordingly, may at   
any time hold a long or short position in such securities.                      

  It is understood that this letter is for the information of the Board of
Directors of GenCorp only in connection with its consideration of the           
Distribution, and neither this letter nor Credit Suisse First Boston's advice   
may be quoted or referred to, in whole or in part, in any registration          
statement, prospectus, or proxy statement, or in any other written document used
in connection with the offering or sale of securities, nor shall this letter or 
Credit Suisse First Boston's advice be used for any other purposes, without     
Credit Suisse First Boston's prior written consent.                             

Based upon and subject to the foregoing, and assuming that current    
financial, economic and market conditions continue to prevail, it is our opinion
that, as of the date hereof, the Distribution would not have a material adverse 
effect on the financial viability of New GenCorp or Omnova Solutions during the 
period immediately following the Distribution through the end of fiscal year    
2000.                                                                           

                     Very truly yours,

                                          CREDIT SUISSE FIRST BOSTON CORPORATION

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ANNEX C 

GENCORP INC.

1999 EQUITY AND PERFORMANCE INCENTIVE PLAN

   1. PURPOSE. The purpose of the 1999 Equity and Performance Incentive Plan
is to attract and retain directors, officers and other key employees for GenCorp
Inc., an Ohio corporation and its Subsidiaries and to provide to such persons   
incentives and rewards for superior performance.                                

2. DEFINITIONS. As used in this Plan,                                 

       "Appreciation Right" means a right granted pursuant to Section 5 of
this Plan, and shall include both Tandem Appreciation Rights and      
Free-Standing Appreciation Rights.                                    

        "Base Price" means the price to be used as the basis for determining
  the Spread upon the exercise of a Free-Standing Appreciation Right and a
Tandem Appreciation Right.                                            

          "Board" means the Board of Directors of the Company and, to the extent
 of any delegation by the Board to a committee (or subcommittee thereof)
pursuant to Section 16 of this Plan, such committee (or subcommittee).

        "Change in Control" shall have the meaning provided in Section 12 of
this Plan.                                                            

        "Code" means the Internal Revenue Code of 1986, as amended from time
to time.                                                              

          "Common Shares" means the Common Shares, par value $0.10 per share, of
     the Company or any security into which such Common Shares may be changed by
     reason of any transaction or event of the type referred to in Section 11 of
this Plan.                                                            

"Company" means GenCorp Inc., an Ohio corporation.          

          "Covered Employee" means a Participant who is, or is determined by the
  Board to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).              

          "Date of Grant" means the date specified by the Board on which a grant
  of Option Rights, Appreciation Rights, Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall
     become effective which date shall not be earlier than the date on which the
Board takes action with respect thereto.                              

    "Deferral Period" means the period of time during which Deferred
  Shares are subject to deferral limitations under Section 7 of this Plan.

       "Deferred Shares" means an award made pursuant to Section 7 of this
Plan of the right to receive Common Shares at the end of a specified  
Deferral Period.                                                      

       "Director" means a member of the Board of Directors of the Company.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as such law, rules and      
regulations may be amended from time to time.                         

          "Free-Standing Appreciation Right" means an Appreciation Right granted
  pursuant to Section 5 of this Plan that is not granted in tandem with an
Option Right.                                                         

        "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e)
 under the Exchange Act (or any successor rule to the same effect) as in
effect from time to time.                                             

      "Incentive Stock Options" means Option Rights that are intended to
   qualify as "incentive stock options" under Section 422 of the Code or any
successor provision.                                                  

         "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have
received grants of Performance Shares or Performance Units or, when so
 determined by the Board, Option Rights, Appreciation Rights, Restricted
Shares and dividend                                                   

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  credits pursuant to this Plan. Management Objectives may be described in
terms of Company-wide objectives or objectives that are related to the
   performance of the individual Participant or of the Subsidiary, division,
  department, region or function within the Company or Subsidiary in which
     the Participant is employed. The Management Objectives may be made relative
to the performance of other corporations. The Management Objectives   
   applicable to any award to a Covered Employee shall be based on specified
levels of or growth in one or more of the following criteria:         

1.   cash flow;                                                 

2.   earnings per share;                                        

3.   earnings before interest and taxes;                        

4.   earnings per share growth;                                 

5.   net income;                                                

6.   return on assets;                                          

7.   return on assets employed;                                 

8.   return on equity;                                          

9.   return on invested capital;                                

10. return on total capital;                                    

11. revenue growth;                                             

12. stock price;                                                

13. total return to stockholders;                               

14. economic value added; and                                   

15. operating profit growth; or                                 

any combination of the foregoing.                                               

          If the Committee determines that a change in the business, operations,
   corporate structure or capital structure of the Company, or the manner in
     which it conducts its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its discretion 
   modify such Management Objectives or the related minimum acceptable level
     of achievement, in whole or in part, as the Committee deems appropriate and
     equitable, except in the case of a Covered Employee where such action would
    result in the loss of the otherwise available exemption of the award under
    Section 162(m) of the Code. In such case, the Committee shall not make any
  modification of the Management Objectives or minimum acceptable level of
achievement.                                                          

   "Market Value" means (i) the closing price for Common Shares as
    reported in the New York Stock Exchange Composite Transactions in the Wall
Street Journal or similar publication selected by the Board for the   
 relevant date if Common Shares were traded on such day or, if none were
   then traded, the last prior day on which Common Shares were so traded, or
 (ii), if clause (i) does not apply, the fair market value of the Common
Stock as determined by the Board.                                     

         "Nonemployee Director" means a Director who is not an employee of the
Company or any Subsidiary.                                            

     "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.                                             

     "Option Price" means the purchase price payable on exercise of an
Option Right.                                                         

          "Option Right" means the right to purchase Common Shares upon exercise
of an option granted pursuant to Section 4 or Section 9 of this Plan. 

        "Participant" means a person who is selected by the Board to receive
 benefits under this Plan and who is at the time an officer or other key
    employee of the Company or any one or more of its Subsidiaries, or who has
    agreed to commence serving in any of such capacities within 30 days of the
Date of Grant, and shall also include each Nonemployee Director who   
receives an award of Option Rights or Restricted Shares.              

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    "Performance Period" means, in respect of a Performance Share or
 Performance Unit, a period of time established pursuant to Section 8 of
this Plan within which the Management Objectives relating to such     
Performance Share or Performance Unit are to be achieved.             

  "Performance Share" means a bookkeeping entry that records the
    equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

    "Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.       

        "Plan" means this GenCorp Inc. 1999 Equity and Performance Incentive
Plan.                                                                 

       "Restricted Shares" means Common Shares granted or sold pursuant to
 Section 6 or Section 9 of this Plan as to which neither the substantial
 risk of forfeiture nor the prohibition on transfers referred to in such
Section 6 has expired.                                                

          "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor
rule to the same effect) as in effect from time to time.              

       "Spread" means the excess of the Market Value per Share on the date
    when an Appreciation Right is exercised, or on the date when Option Rights
     are surrendered in payment of the Option Price of other Option Rights, over
    the Option Price or Base Price provided for in the related Option Right or
Free-Standing Appreciation Right, respectively.                       

      "Subsidiary" means a corporation, company or other entity (i) more
     than 50 percent of whose outstanding shares or securities (representing the
  right to vote for the election of directors or other managing authority)
   are, or (ii) which does not have outstanding shares or securities (as may
     be the case in a partnership, joint venture or unincorporated association),
     but more than 50 percent of whose ownership interest representing the right
 generally to make decisions for such other entity is, now or hereafter,
     owned or controlled, directly or indirectly, by the Company except that for
purposes of determining whether any person may be a Participant for   
  purposes of any grant of Incentive Stock Options, "Subsidiary" means any
   corporation in which, at the time, the Company owns or controls, directly
or indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation.       

   "Tandem Appreciation Right" means an Appreciation Right granted
     pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right.                                                                

     "Voting Power" means at any time, the total votes relating to the
   then-outstanding securities entitled to vote generally in the election of
Directors.                                                            

  3. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided in
Section 3(b) and Section 11 of this Plan, the number of Common Shares that may  
be issued or transferred (i) upon the exercise of Option Rights or Appreciation 
Rights, (ii) as Restricted Shares and released from substantial risks of        
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance    
Shares or Performance Units that have been earned, (v) as awards to Nonemployee 
Directors or (vi) in payment of dividend equivalents paid with respect to awards
made under the Plan shall not exceed in the aggregate 2,700,000 (Two Million    
Seven Hundred Thousand) Common Shares, plus any shares described in Section     
3(b). Such shares may be shares of original issuance or treasury shares or a    
combination of the foregoing.                                                   

     (b) The number of shares available in Section 3(a) above shall be
adjusted to account for shares relating to awards that expire, are    
    forfeited or are transferred, surrendered or relinquished upon the payment
     of any Option Price by the transfer to the Company of Common Shares or upon
     satisfaction of any withholding amount. Upon payment in cash of the benefit
     provided by any award granted under this Plan, any shares that were covered
 by that award shall again be available for issue or transfer hereunder.

        (c) Notwithstanding anything in this Section 3, or elsewhere in this
   Plan, to the contrary and subject to adjustment as provided in Section 11
    of this Plan, (i) the aggregate number of Common Shares actually issued or
 transferred by the Company upon the exercise of Incentive Stock Options
shall not exceed 1,000,000 Common Shares; (ii) no Participant shall be
granted Option Rights and Appreciation Rights, in                     
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     the aggregate, for more than 1,000,000 Common Shares during any period of 3
    consecutive years; (iii) the number of shares issued as Restricted Shares,
 Deferred Shares or Performance Shares shall not in the aggregate exceed
   900,000 Common Shares; (iv) during any period of three consecutive fiscal
    years, the maximum number of Common Shares covered by awards of Restricted
Shares, Deferred Shares or Performance Shares granted to any one      
    Participant shall not exceed 900,000 Common Shares; and (v) no Nonemployee
     Director shall be granted Option Rights, Appreciation Rights and Restricted
  Shares, in the aggregate, for more than 100,000 Common Shares during any
fiscal year of the Company.                                           

         (d) Notwithstanding any other provision of this Plan to the contrary,
     in no event shall any Participant in any one calendar year receive an award
of Performance Shares of Performance Units having an aggregate maximum
value as of their respective Dates of Grant in excess of $2,000,000.  

    4. OPTION RIGHTS. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Participants of       
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:                                                           

        (a) Each grant shall specify the number of Common Shares to which it
  pertains subject to the limitations set forth in Section 3 of this Plan.

         (b) Each grant shall specify an Option Price per share, which may not
be less than the Market Value per Share on the Date of Grant.         

          (c) Each grant shall specify whether the Option Price shall be payable
  (i) in cash or by check acceptable to the Company, (ii) by the actual or
     constructive transfer to the Company of Common Shares owned by the Optionee
for at least 6 months (or other consideration authorized pursuant to  
  Section 4(d) ) having a value at the time of exercise equal to the total
Option Price, or (iii) by a combination of such methods of payment.   

    (d) The Board may determine, at or after the Date of Grant, that
  payment of the Option Price of any Option Right (other than an Incentive
Stock Option) may also be made in whole or in part in the form of     
     Restricted Shares or other Common Shares that are forfeitable or subject to
  restrictions on transfer, Deferred Shares, Performance Shares (based, in
  each case, on the Market Value per Share on the date of exercise), other
    Option Rights (based on the Spread on the date of exercise) or Performance
 Units. Unless otherwise determined by the Board at or after the Date of
  Grant, whenever any Option Price is paid in whole or in part by means of
any of the forms of consideration specified in this Section 4(d) , the
Common Shares received upon the exercise of the Option Rights shall be
subject to such risks of forfeiture or restrictions on transfer as may
    correspond to any that apply to the consideration surrendered, but only to
  the extent, determined with respect to the consideration surrendered, of
(i) the number of shares or Performance Shares, (ii) the Spread of any
unexercisable portion of Option Rights, or (iii) the stated value of  
Performance Units.                                                    

      (e) Any grant may provide for deferred payment of the Option Price
   from the proceeds of sale through a bank or broker on a date satisfactory
     to the Company of some or all of the shares to which such exercise relates.

     (f) Any grant may provide for payment of the Option Price, at the
   election of the Optionee, in installments, with or without interest, upon
terms determined by the Board.                                        

        (g) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain   
unexercised.                                                          

    (h) Each grant shall specify the period or periods of continuous
service by the Optionee with the Company or any Subsidiary that is    
necessary before the Option Rights or installments thereof will become
    exercisable and may provide for the earlier exercise of such Option Rights
in the event of a Change in Control.                                  

         (i) Any grant of Option Rights may specify Management Objectives that
must be achieved as a condition to the exercise of such rights.       

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 (j) Option Rights granted under this Plan may be (i) options,
   including, without limitation, Incentive Stock Options, that are intended
   to qualify under particular provisions of the Code, (ii) options that are
not intended so to qualify, or (iii) combinations of the foregoing.   

         (k) The Board may, at or after the Date of Grant of any Option Rights
   (other than Incentive Stock Options), provide for the payment of dividend
   equivalents to the Optionee on either a current or deferred or contingent
  basis or may provide that such equivalents shall be credited against the
Option Price.                                                         

        (l) The exercise of an Option Right shall result in the cancellation
 on a share- for-share basis of any Tandem Appreciation Right authorized
under Section 5 of this Plan.                                         

        (m) No Option Right shall be exercisable more than 10 years from the
Date of Grant.                                                        

      (n) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Company by an officer and delivered to the  
 Optionee and containing such terms and provisions, consistent with this
Plan, as the Board may approve.                                       

 5. APPRECIATION RIGHTS. The Board may authorize the granting (i) to any
Optionee, of Tandem Appreciation Rights in respect of Option Rights granted     
hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A 
Tandem Appreciation Right shall be a right of the Optionee, exercisable by      
surrender of the related Option Right, to receive from the Company an amount    
determined by the Board, which shall be expressed as a percentage of the Spread 
(not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights 
may be granted at any time prior to the exercise or termination of the related  
Option Rights; provided, however, that a Tandem Appreciation Right awarded in   
relation to an Incentive Stock Option must be granted concurrently with such    
Incentive Stock Option. A Free-Standing Appreciation Right shall be a right of  
the Participant to receive from the Company an amount determined by the Board,  
which shall be expressed as a percentage of the Spread (not exceeding 100       
percent) at the time of exercise.                                               

       (b) Each grant of Appreciation Rights may utilize any or all of the
    authorizations, and shall be subject to all of the requirements, contained
in the following provisions:                                          

             (i) Any grant may specify that the amount payable on exercise of an
       Appreciation Right may be paid by the Company in cash, in Common Shares
        or in any combination thereof and may either grant to the Participant or
retain in the Board the right to elect among those alternatives.

           (ii) Any grant may specify that the amount payable on exercise of
        an Appreciation Right may not exceed a maximum specified by the Board at
the Date of Grant.                                              

         (iii) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods.                          

        (iv) Any grant may specify that such Appreciation Right may be
       exercised only in the event of, or earlier in the event of, a Change in
Control.                                                        

         (v) Any grant may provide for the payment to the Participant of
   dividend equivalents thereon in cash or Common Shares on a current,
deferred or contingent basis.                                   

      (vi) Any grant of Appreciation Rights may specify Management
       Objectives that must be achieved as a condition of the exercise of such
Rights.                                                         

          (vii) Each grant of Appreciation Rights shall be evidenced by an
       agreement executed on behalf of the Company by an officer and delivered
       to and accepted by the Participant, which agreement shall describe such
        Appreciation Rights, identify the related Option Rights (if applicable),
    state that such Appreciation Rights are subject to all the terms and
     conditions of this Plan, and contain such other terms and provisions,
consistent with this Plan, as the Board may approve.            

       (c) Any grant of Tandem Appreciation Rights shall provide that such
 Rights may be exercised only at a time when the related Option Right is
also exercisable and at a time when the Spread is positive, and by    
surrender of the related Option Right for cancellation.               

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(d) Regarding Free-standing Appreciation Rights only:       

       (i) Each grant shall specify in respect of each Free-standing
      Appreciation Right a Base Price, which shall be equal to or greater or
less than the Market Value per Share on the Date of Grant;      

    (ii) Successive grants may be made to the same Participant
      regardless of whether any Free-standing Appreciation Rights previously
granted to the Participant remain unexercised; and              

           (iii) No Free-standing Appreciation Right granted under this Plan
may be exercised more than 10 years from the Date of Grant.     

 6. RESTRICTED SHARES. The Board may also authorize the grant or sale of
Restricted Shares to Participants. Each grant or sale of Restricted Stock may   
utilize any or all of the authorizations, and shall be subject to all of the    
requirements, contained in the following provisions:                            

         (a) Each such grant or sale shall constitute an immediate transfer of
   the ownership of Common Shares to the Participant in consideration of the
     performance of services, entitling such Participant to voting, dividend and
   other ownership rights, but subject to the substantial risk of forfeiture
and restrictions on transfer hereinafter referred to.                 

(b) Each such grant or sale may be made without additional  
    consideration or in consideration of a payment by such Participant that is
less than Market Value per Share at the Date of Grant.                

        (c) Each such grant or sale shall provide that the Restricted Shares
  covered by such grant or sale shall be subject to a "substantial risk of
  forfeiture" within the meaning of Section 83 of the Code for a period of
  not less than 3 years to be determined by the Board at the Date of Grant
and may provide for the earlier lapse of such substantial risk of     
     forfeiture in the event of a Change in Control. If the Board conditions the
  nonforfeitability of shares of Restricted Stock upon service alone, such
 vesting may not occur before three years from the Date of Grant of such
shares of Restricted Stock, and if the Board conditions the           
   nonforfeitability of shares of Restricted Stock on Management Objectives,
     such nonforfeitability may not occur before one year from the Date of Grant
of such shares of Restricted Stock.                                   

        (d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the         
    transferability of the Restricted Shares shall be prohibited or restricted
in the manner and to the extent prescribed by the Board at the Date of
Grant (which restrictions may include, without limitation, rights of  
 repurchase or first refusal in the Company or provisions subjecting the
 Restricted Shares to a continuing substantial risk of forfeiture in the
hands of any transferee).                                             

        (e) Any grant of Restricted Shares may specify Management Objectives
   that, if achieved, will result in termination or early termination of the
   restrictions applicable to such shares. Each grant may specify in respect
     of such Management Objectives a minimum acceptable level of achievement and
    may set forth a formula for determining the number of Restricted Shares on
     which restrictions will terminate if performance is at or above the minimum
level, but falls short of full achievement of the specified Management
Objectives.                                                           

        (f) Any such grant or sale of Restricted Shares may require that any
   or all dividends or other distributions paid thereon during the period of
  such restrictions be automatically deferred and reinvested in additional
 Restricted Shares, which may be Subject to the same restrictions as the
underlying award.                                                     

        (g) Each grant or sale of Restricted Shares shall be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and shall contain such terms and      
 provisions, consistent with this Plan, as the Board may approve. Unless
   otherwise directed by the Board, all certificates representing Restricted
Shares shall be held in custody by the Company until all restrictions 
   thereon shall have lapsed, together with a stock power or powers executed
     by the Participant in whose name such certificates are registered, endorsed
in blank and covering such Shares.                                    

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  7. DEFERRED SHARES. The Board may also authorize the granting or sale of
Deferred Shares to Participants. Each grant or sale of Deferred Shares may      
utilize any or all of the authorizations, and shall be subject to all of the    
requirements contained in the following provisions:                             

     (a) Each such grant or sale shall constitute the agreement by the
Company to deliver Common Shares to the Participant in the future in  
consideration of the performance of services, but subject to the      
    fulfillment of such conditions during the Deferral Period as the Board may
specify.                                                              

(b) Each such grant or sale may be made without additional  
    consideration or in consideration of a payment by such Participant that is
less than the Market Value per Share at the Date of Grant.            

        (c) Each such grant or sale shall be subject to a Deferral Period of
  not less than one year, as determined by the Board at the Date of Grant,
and may provide for the earlier lapse or other modification of such   
Deferral Period in the event of a Change in Control. If the Board     
   conditions the nonforfeitability of shares of Deferred Stock upon service
     alone, such vesting may not occur before three years from the Date of Grant
of such shares of Deferred Stock, and if the Board conditions the     
 nonforfeitability of shares of Deferred Stock on Management Objectives,
     such nonforfeitability may not occur before one year from the Date of Grant
of such shares of Deferred Stock.                                     

          (d) During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of
    ownership in the Deferred Shares and shall have no right to vote them, but
the Board may, at or after the Date of Grant, authorize the payment of
dividend equivalents on such Shares on either a current or deferred or
contingent basis, either in cash or in additional Common Shares.      

      (e) Each grant or sale of Deferred Shares shall be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and shall contain such terms and      
provisions, consistent with this Plan, as the Board may approve.      

   8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also authorize
the granting of Performance Shares and Performance Units that will become       
payable to a Participant upon achievement of specified Management Objectives.   
Each such grant may utilize any or all of the authorizations, and shall be      
subject to all of the requirements, contained in the following provisions:      

    (a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which number may be subject to
   adjustment to reflect changes in compensation or other factors; provided,
 however, that no such adjustment shall be made in the case of a Covered
Employee where such action would result in the loss of the otherwise  
available exemption of the award under Section 162(m) of the Code.    

        (b) The Performance Period with respect to each Performance Share or
Performance Unit shall be such period of time not less than 1 year,   
  commencing with the Date of Grant as shall be determined by the Board at
the time of grant which may be subject to earlier lapse or other      
modification in the event of a Change in Control as set forth in the  
agreement specified in Section 8(g).                                  

          (c) Any grant of Performance Shares or Performance Units shall specify
   Management Objectives which, if achieved, will result in payment or early
payment of the award, and each grant may specify in respect of such   
   specified Management Objectives a minimum acceptable level of achievement
 and shall set forth a formula for determining the number of Performance
 Shares or Performance Units that will be earned if performance is at or
above the minimum level, but falls short of full achievement of the   
specified Management Objectives. The grant of Performance Shares or   
Performance Units shall specify that, before the Performance Shares or
     Performance Units shall be earned and paid, the Board must certify that the
Management Objectives have been satisfied.                            

  (d) Each grant shall specify the time and manner of payment of
  Performance Shares or Performance Units that have been earned. Any grant
     may specify that the amount payable with respect thereto may be paid by the
 Company in cash, in Common Shares or in any combination thereof and may
   either grant to the Participant or retain in the Board the right to elect
among those alternatives.                                             

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   (e) Any grant of Performance Shares may specify that the amount
payable with respect thereto may not exceed a maximum specified by the
     Board at the Date of Grant. Any grant of Performance Units may specify that
the amount payable or the number of Common Shares issued with respect 
thereto may not exceed maximums specified by the Board at the Date of 
Grant.                                                                

   (f) The Board may, at or after the Date of Grant of Performance
Shares, provide for the payment of dividend equivalents to the holder 
     thereof on either a current or deferred or contingent basis, either in cash
or in additional Common Shares.                                       

      (g) Each grant of Performance Shares or Performance Units shall be
    evidenced by an agreement executed on behalf of the Company by any officer
 and delivered to and accepted by the Participant, which agreement shall
    state that such Performance Shares or Performance Units are subject to all
 the terms and conditions of this Plan, and contain such other terms and
provisions, consistent with this Plan, as the Board may approve.      

  9. AWARDS TO NONEMPLOYEE DIRECTORS. The Board may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to   
Nonemployee Directors of Option Rights and may also authorize the grant or sale 
of Restricted Shares to Nonemployee Directors.                                  

      (a) Each grant of Option Rights awarded pursuant to this Section 9
   shall be upon terms and conditions consistent with Section 4 of this Plan
     and shall be evidenced by an agreement in such form as shall be approved by
    the Board. Each grant shall specify an Option Price per share, which shall
     not be less than the Market Value per Share on the Date of Grant. Each such
 Option Right granted under the Plan shall expire not more than 10 years
from the Date of Grant and shall be subject to earlier termination as 
     hereinafter provided. Unless otherwise determined by the Board, such Option
   Rights shall be subject to the following additional terms and conditions:

           (i) Each grant shall specify the number of Common Shares to which
     it pertains subject to the limitations set forth in Section 3 of this
Plan.                                                           

             (ii) Each such Option Right shall become exercisable six (6) months
       after the Date of Grant. Such Option Rights shall become exercisable in
     full immediately in the event of a Change in Control or other similar
transaction or event.                                           

          (iii) In the event of the termination of service on the Board by
the holder of any such Option Rights, other than by reason of   
      disability, death or retirement, the then outstanding Option Rights of
such holder may be exercised to the extent that they would be   
      exercisable on the date of such termination until the date that is one
  year after the date of such termination, but in no event after the
expiration date of the term of such Option Rights.              

         (iv) In the event of the death, disability or retirement of the
     holder of any such Option Rights, each of the then outstanding Option
      Rights of such holder may be exercised at any time within one (1) year
     after such death, disability or retirement, but in no event after the
expiration date of the term of such Option Rights.              

           (v) If a Nonemployee Director subsequently becomes an employee of
      the Company or a Subsidiary while remaining a member of the Board, any
        Option Rights held under the Plan by such individual at the time of such
commencement of employment shall not be affected thereby.       

            (vi) Option Rights may be exercised by a Nonemployee Director only
     upon payment to the Company in full of the Option Price of the Common
       Shares to be delivered. Such payment shall be made in cash or in Common
  Shares then owned by the optionee for at least six months, or in a
combination of cash and such Common Shares.                     

          (b) Each grant or sale of Restricted Shares pursuant to this Section 9
    shall be upon terms and conditions consistent with Section 6 of this Plan.

     10. TRANSFERABILITY. Except as otherwise determined by the Board, no Option
Right, Appreciation Right or other derivative security granted under the Plan   
shall be transferable by a Participant other than by will or the                
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laws of descent and distribution. Except as otherwise determined by the Board,  
Option Rights and Appreciation Rights shall be exercisable during the Optionee's
lifetime only by him or her or by his or her guardian or legal representative.  

          (b) The Board may specify at the Date of Grant that part or all of the
    Common Shares that are (i) to be issued or transferred by the Company upon
    the exercise of Option Rights or Appreciation Rights, upon the termination
    of the Deferral Period applicable to Deferred Shares or upon payment under
any grant of Performance Shares or Performance Units or (ii) no longer
    subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, shall be subject to further    
restrictions on transfer.                                             

      (c) Notwithstanding the provisions of Section 10(a), Option Rights
(other than Incentive Stock Options) shall be transferable by a       
   Participant, without payment of consideration therefor by the transferee,
     to any one or more members of the Participant's Immediate Family (or to one
     or more trusts established solely for the benefit of one or more members of
    the Participant's Immediate Family or to one or more partnerships in which
the only partners are members of the Participant's Immediate Family); 
provided, however, that (i) no such transfer shall be effective unless
reasonable prior notice thereof is delivered to the Company and such  
     transfer is thereafter effected in accordance with any terms and conditions
  that shall have been made applicable thereto by the Company or the Board
and (ii) any such transferee shall be subject to the same terms and   
conditions hereunder as the Participant.                              

    11. ADJUSTMENTS. The Board may make or provide for such adjustments in the
numbers of Common Shares covered by outstanding Option Rights, Appreciation     
Rights, Deferred Shares, and Performance Shares granted hereunder, in the Option
Price and Base Price provided in outstanding Appreciation Rights, and in the    
kind of shares covered thereby, as the Board, in its sole discretion, exercised 
in good faith, may determine is equitably required to prevent dilution or       
enlargement of the rights of Participants or Optionees that otherwise would     
result from (a) any stock dividend, stock split, combination of shares,         
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,             
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other         
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its      
discretion, may provide in substitution for any or all outstanding awards under 
this Plan such alternative consideration as it, in good faith, may determine to 
be equitable in the circumstances and may require in connection therewith the   
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the 
Board in its sole discretion, exercised in good faith, may determine is         
appropriate to reflect any transaction or event described in this Section 11;   
provided, however, that any such adjustment to the number specified in Section  
3(c)(i) shall be made only if and to the extent that such adjustment would not  
cause any Option intended to qualify as an Incentive Stock Option to fail so to 
qualify.                                                                        

12. CHANGE IN CONTROL. For purposes of this Plan, except as may be    
otherwise prescribed by the Board in an agreement evidencing a grant or award   
made under the Plan, a "Change in Control" shall mean the occurrence during the 
term of any of the following events, subject to the provisions of Section 12(f) 
hereof:                                                                         

         (a) All or substantially all of the assets of the Company are sold or
 transferred to another corporation or entity, or the Company is merged,
 consolidated or reorganized into or with another corporation or entity,
  with the result that upon conclusion of the transaction less than 51% of
  the outstanding securities entitled to vote generally in the election of
     directors or other capital interests of the acquiring corporation or entity
are owned directly or indirectly, by the shareholders of the Company  
generally prior to the transaction; or                                

         (b) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
  successor schedule, form or report), each as promulgated pursuant to the
   Exchange Act, disclosing that any person (as the term "person" is used in
    Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a "Person")) has
become the beneficial owner (as the term "beneficial owner" is defined
    under Rule 13d-3 or any successor rule or regulation promulgated under the
     Exchange Act (a "Beneficial Owner")) of securities representing 20% or more
   of the combined voting power of the then-outstanding voting securities of
the Company; or                                                       

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  (c) The individuals who, at the beginning of any period of two
    consecutive calendar years, constituted the Directors of the Company cease
for any reason to constitute at least a majority thereof unless the   
    nomination for election by the Company's stockholders of each new Director
of the Company was approved by a vote of at least two-thirds of the   
    Directors of the Company still in office who were Directors of the Company
at the beginning of any such period; or                               

         (d) There shall be an announcement of the intent of any Person (other
than the Company, any wholly-owned Subsidiary of the Company, or any  
   employee stock ownership or other employee benefit plan of the Company or
   any wholly-owned Subsidiary of the Company) to commence a tender offer or
     exchange offer to acquire (when added to any shares as to which such Person
     is the Beneficial Owner immediately prior to such tender or exchange offer)
 beneficial ownership of 30% or more of the combined voting power of the
then-outstanding voting securities of the Company; or                 

       (e) The Board determines that (a) any particular actual or proposed
merger, consolidation, reorganization, sale or transfer of assets,    
   accumulation of shares or tender offer for shares of the Company or other
     transaction or event or series of transactions or events will, or is likely
to, if carried out, result in a Change in Control falling within      
   Subsections (a) , (b) , (c) or (d) and (b) it is in the best interests of
   the Company and its shareholders, and will serve the intended purposes of
this Section 12, if the provisions of awards which provide for earlier
  exercise or earlier lapse of restrictions or conditions upon a Change in
Control shall thereupon become immediately operative.                 

      (f) Notwithstanding the foregoing provisions of this Section (12):

        (i) If any such merger, consolidation, reorganization, sale or
    transfer of assets, or tender offer or other transaction or event or
      series of transactions or events mentioned in Section (12)(e) shall be
    abandoned, or any such accumulations of shares shall be dispersed or
     otherwise resolved, the Board may, by notice to the Employee, nullify
       the effect thereof and reinstate the award as previously in effect, but
      without prejudice to any action that may have been taken prior to such
nullification.                                                  

             (ii) Unless otherwise determined in a specific case by the Board, a
        "Change in Control" shall not be deemed to have occurred for purposes of
Section (12)(b) or 12(d) solely because (X) the Company, (Y) a  
      Subsidiary, or (Z) any Company-sponsored employee stock ownership plan
   or any other employee benefit plan of the Company or any Subsidiary
       either files or becomes obligated to file a report or a proxy statement
 under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
        Schedule 14A (or any successor schedule, form or report or item therein)
      under the Exchange Act disclosing beneficial ownership by it of shares
    of the then-outstanding voting securities of the Company, whether in
        excess of 20% or otherwise, or because the Company reports that a change
     in control of the Company has occurred or will occur in the future by
reason of such beneficial ownership.                            

13. FRACTIONAL SHARES. The Company shall not be required to issue any 
fractional Common Shares pursuant to this Plan. The Board may provide for the   
elimination of fractions or for the settlement of fractions in cash.            

14. WITHHOLDING TAXES. To the extent that the Company is required to  
withhold federal, state, local or foreign taxes in connection with any payment  
made or benefit realized by a Participant or other person under this Plan, and  
the amounts available to the Company for such withholding are insufficient, it  
shall be a condition to the receipt of such payment or the realization of such  
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment  
of a portion of such benefit. Common Shares or benefits shall not be withheld in
excess of the minimum number required for such tax withholding. The Company and 
a Participant or such other person may also make arrangements with respect to   
the payment in cash of any taxes with respect to which withholding is not       
required.                                                                       

  15. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for such special   
terms for awards to Participants who are foreign nationals or who are employed  
by the Company or any Subsidiary outside of the United States of America as the 
Board may consider necessary or appropriate to accommodate differences in local 
law, tax policy or custom. Moreover, the                                        
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Board may approve such supplements to or amendments, restatements or alternative
versions of this Plan as it may consider necessary or appropriate for such      
purposes, without thereby affecting the terms of this Plan as in effect for any 
other purpose, and the Secretary or other appropriate officer of the Company may
certify any such document as having been approved and adopted in the same manner
as this Plan. No such special terms, supplements, amendments or restatements,   
however, shall include any provisions that are inconsistent with the terms of   
this Plan as then in effect unless this Plan could have been amended to         
eliminate such inconsistency without further approval by the shareholders of the
Company.                                                                        

16. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
Board, which may from time to time delegate all or any part of its authority    
under this Plan to a committee of the Board (or subcommittee thereof) consisting
entirely of three Nonemployee Directors appointed by the Board. A majority of   
the committee (or subcommittee) shall constitute a quorum, and the action of the
members of the committee (or subcommittee) present at any meeting at which a    
quorum is present, or acts unanimously approved in writing, shall be the acts of
the committee (or subcommittee). To the extent of any such delegation,          
references in this Plan to the Board shall be deemed to be references to any    
such committee or subcommittee.                                                 

         (b) The interpretation and construction by the Board of any provision
   of this Plan or of any agreement, notification or document evidencing the
  grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
  Shares, Performance Shares or Performance Units and any determination by
    the Board pursuant to any provision of this Plan or of any such agreement,
  notification or document shall be final and conclusive. No member of the
 Board shall be liable for any such action or determination made in good
faith.                                                                

    17. AMENDMENTS, ETC. The Board may at any time and from time to time amend
the Plan in whole or in part; provided, however, that any amendment which must  
be approved by the shareholders of the Company in order to comply with          
applicable law or the rules of the New York Stock Exchange] or, if the Common   
Shares are not traded on the New York Stock Exchange, the principal national    
securities exchange upon which the Common Shares are traded or quoted, shall not
be effective unless and until such approval has been obtained. Presentation of  
this Plan or any amendment hereof for shareholder approval shall not be         
construed to limit the Company's authority to offer similar or dissimilar       
benefits under other plans without shareholder approval.                        

(b) The Board shall not, without the further approval of the
 shareholders of the Company, authorize the amendment of any outstanding
     Option Right to reduce the Option Price. Furthermore, no Option Right shall
   be cancelled and replaced with awards having a lower Option Price without
    further approval of the shareholders of the Company. This Section 17(b) is
    intended to prohibit the repricing of "underwater" Option Rights and shall
    not be construed to prohibit the adjustments provided for in Section 11 of
this Plan.                                                            

    (c) The Board also may permit Participants to elect to defer the
 issuance of Common Shares or the settlement of awards in cash under the
     Plan pursuant to such rules, procedures or programs as it may establish for
   purposes of this Plan. The Board also may provide that deferred issuances
     and settlements include the payment or crediting of dividend equivalents or
interest on the deferral amounts.                                     

        (d) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the 
Participant of his or her right to receive a cash bonus or other      
compensation otherwise payable by the Company or a Subsidiary to the  
Participant.                                                          

(e) In case of termination of employment by reason of death,
 disability or normal or early retirement, or in the case of hardship or
    other special circumstances, of a Participant who holds an Option Right or
   Appreciation Right not immediately exercisable in full, or any Restricted
     Shares as to which the substantial risk of forfeiture or the prohibition or
    restriction on transfer has not lapsed, or any Deferred Shares as to which
  the Deferral Period has not been completed, or any Performance Shares or
 Performance Units which have not been fully earned, or who holds Common
Shares subject to any transfer restriction imposed pursuant to Section
   10(b) of this Plan, the Board may, in its sole discretion, accelerate the
   time at which such Option Right or Appreciation Right may be exercised or
 the time at which such substantial risk of forfeiture or prohibition or
  restriction on transfer will lapse or the time when such Deferral Period
    will end or the time at which such Performance Shares or Performance Units
will be deemed to have been fully                                     

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 earned or the time when such transfer restriction will terminate or may
waive any other limitation or requirement under any such award.       

      (f) This Plan shall not confer upon any Participant any right with
   respect to continuance of employment or other service with the Company or
any Subsidiary, nor shall it interfere in any way with any right the  
Company or any Subsidiary would otherwise have to terminate such      
Participant's employment or other service at any time.                

       (g) To the extent that any provision of this Plan would prevent any
     Option Right that was intended to qualify as an Incentive Stock Option from
   qualifying as such, that provision shall be null and void with respect to
such Option Right. Such provision, however, shall remain in effect for
   other Option Rights and there shall be no further effect on any provision
of this Plan.                                                         

    18. TERMINATION. No grant shall be made under this Plan more than 10 years
after the date on which this Plan is first approved by the shareholders of the  
Company, but all grants made on or prior to such date shall continue in effect  
thereafter subject to the terms thereof and of this Plan.                       

   19. EXCLUSION FROM CERTAIN RESTRICTIONS. Notwithstanding anything in this
Plan to the contrary, not more than eighty-one thousand (81,000) Common Shares  
in the aggregate available under this Plan may be subject to awards as follows: 

        (a) in the case of grants of Restricted Stock, which do not meet the
requirements of the last sentence of Section 6(c) ;                   

       (b) in the case of grants of Restricted Stock as to which the Board
may accelerate or waive any restrictions imposed under Section 6(d)   

      (c) in the case of grants of Deferred Stock, which do not meet the
requirements of the last sentence of Section 7(c) ; or                

         (d) in the case of Performance Shares and Performance Units, which do
not meet the requirements of Section 8(b).                            

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ANNEX D 

OMNOVA SOLUTIONS INC. 

1999 EQUITY AND PERFORMANCE INCENTIVE PLAN

   1. PURPOSE. The purpose of the 1999 Equity and Performance Incentive Plan
is to attract and retain directors, officers and other key employees for Omnova 
Solutions Inc., an Ohio corporation and its Subsidiaries and to provide to such 
persons incentives and rewards for superior performance.                        

2. DEFINITIONS. As used in this Plan,                                 

       "Appreciation Right" means a right granted pursuant to Section 5 of
this Plan, and shall include both Tandem Appreciation Rights and      
Free-Standing Appreciation Rights.                                    

        "Base Price" means the price to be used as the basis for determining
  the Spread upon the exercise of a Free-Standing Appreciation Right and a
Tandem Appreciation Right.                                            

          "Board" means the Board of Directors of the Company and, to the extent
 of any delegation by the Board to a committee (or subcommittee thereof)
pursuant to Section 16 of this Plan, such committee (or subcommittee).

        "Change in Control" shall have the meaning provided in Section 12 of
this Plan.                                                            

        "Code" means the Internal Revenue Code of 1986, as amended from time
to time.                                                              

          "Common Shares" means the Common Shares, par value $0.10 per share, of
     the Company or any security into which such Common Shares may be changed by
     reason of any transaction or event of the type referred to in Section 11 of
this Plan.                                                            

"Company" means Omnova Solutions Inc., an Ohio corporation. 

          "Covered Employee" means a Participant who is, or is determined by the
  Board to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).              

          "Date of Grant" means the date specified by the Board on which a grant
  of Option Rights, Appreciation Rights, Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall
     become effective which date shall not be earlier than the date on which the
Board takes action with respect thereto.                              

    "Deferral Period" means the period of time during which Deferred
  Shares are subject to deferral limitations under Section 7 of this Plan.

       "Deferred Shares" means an award made pursuant to Section 7 of this
Plan of the right to receive Common Shares at the end of a specified  
Deferral Period.                                                      

       "Director" means a member of the Board of Directors of the Company.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as such law, rules and      
regulations may be amended from time to time.                         

          "Free-Standing Appreciation Right" means an Appreciation Right granted
  pursuant to Section 5 of this Plan that is not granted in tandem with an
Option Right.                                                         

        "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e)
 under the Exchange Act (or any successor rule to the same effect) as in
effect from time to time.                                             

      "Incentive Stock Options" means Option Rights that are intended to
   qualify as "incentive stock options" under Section 422 of the Code or any
successor provision.                                                  

         "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have
received grants of Performance Shares or Performance Units or, when so
 determined by the Board, Option Rights, Appreciation Rights, Restricted
Shares and dividend                                                   

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  credits pursuant to this Plan. Management Objectives may be described in
terms of Company-wide objectives or objectives that are related to the
   performance of the individual Participant or of the Subsidiary, division,
  department, region or function within the Company or Subsidiary in which
     the Participant is employed. The Management Objectives may be made relative
to the performance of other corporations. The Management Objectives   
   applicable to any award to a Covered Employee shall be based on specified
levels of or growth in one or more of the following criteria:         

1.   cash flow;                                             

2.   earnings per share;                                        

3.   earnings before interest and taxes;                        

4.   earnings per share growth;                                 

5.   net income;                                                

6.   return on assets;                                          

7.   return on assets employed;                                 

8.   return on equity;                                          

9.   return on invested capital;                                

10. return on total capital;                                    

11. revenue growth;                                             

12. stock price;                                                

13. total return to stockholders;                               

14. economic value added; and                                   

15. operating profit growth; or                                 

any combination of the foregoing.                                               

          If the Committee determines that a change in the business, operations,
   corporate structure or capital structure of the Company, or the manner in
     which it conducts its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its discretion 
   modify such Management Objectives or the related minimum acceptable level
     of achievement, in whole or in part, as the Committee deems appropriate and
     equitable, except in the case of a Covered Employee where such action would
    result in the loss of the otherwise available exemption of the award under
    Section 162(m) of the Code. In such case, the Committee shall not make any
  modification of the Management Objectives or minimum acceptable level of
achievement.                                                          

         "Market Value per Share" means (i) the closing price of Common Shares
  as reported in the New York Stock Exchange Composite Transactions in the
  Wall Street Journal or similar publication selected by the Board for the
 relevant date if Common Shares were traded on such day or, if none were
   then traded, the last prior day on which Common Shares were so traded, or
(ii) if clause (i) does not apply, the fair market value of the Common
Shares as determined by the Board.                                    

         "Nonemployee Director" means a Director who is not an employee of the
Company or any Subsidiary.                                            

     "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.                                             

     "Option Price" means the purchase price payable on exercise of an
Option Right.                                                         

          "Option Right" means the right to purchase Common Shares upon exercise
of an option granted pursuant to Section 4 or Section 9 of this Plan. 

        "Participant" means a person who is selected by the Board to receive
 benefits under this Plan and who is at the time an officer or other key
    employee of the Company or any one or more of its Subsidiaries, or who has
    agreed to commence serving in any of such capacities within 30 days of the
Date of Grant, and shall also include each Nonemployee Director who   
receives an award of Option Rights or Restricted Shares.              

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    "Performance Period" means, in respect of a Performance Share or
 Performance Unit, a period of time established pursuant to Section 8 of
this Plan within which the Management Objectives relating to such     
Performance Share or Performance Unit are to be achieved.             

  "Performance Share" means a bookkeeping entry that records the
    equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

    "Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.       

       "Plan" means this Omnova Solutions Inc. 1999 Equity and Performance
Incentive Plan.                                                       

       "Restricted Shares" means Common Shares granted or sold pursuant to
 Section 6 or Section 9 of this Plan as to which neither the substantial
 risk of forfeiture nor the prohibition on transfers referred to in such
Section 6 has expired.                                                

          "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor
rule to the same effect) as in effect from time to time.              

       "Spread" means the excess of the Market Value per Share on the date
    when an Appreciation Right is exercised, or on the date when Option Rights
     are surrendered in payment of the Option Price of other Option Rights, over
    the Option Price or Base Price provided for in the related Option Right or
Free-Standing Appreciation Right, respectively.                       

      "Subsidiary" means a corporation, company or other entity (i) more
     than 50 percent of whose outstanding shares or securities (representing the
  right to vote for the election of directors or other managing authority)
   are, or (ii) which does not have outstanding shares or securities (as may
     be the case in a partnership, joint venture or unincorporated association),
     but more than 50 percent of whose ownership interest representing the right
 generally to make decisions for such other entity is, now or hereafter,
     owned or controlled, directly or indirectly, by the Company except that for
purposes of determining whether any person may be a Participant for   
  purposes of any grant of Incentive Stock Options, "Subsidiary" means any
   corporation in which, at the time, the Company owns or controls, directly
or indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation.       

   "Tandem Appreciation Right" means an Appreciation Right granted
     pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right.                                                                

     "Voting Power" means at any time, the total votes relating to the
   then-outstanding securities entitled to vote generally in the election of
Directors.                                                            

   3. SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as provided
in Section 3(b) and Section 11 of this Plan, the number of Common Shares that   
may be issued or transferred (i) upon the exercise of Option Rights or          
Appreciation Rights, (ii) as Restricted Shares and released from substantial    
risks of forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of       
Performance Shares or Performance Units that have been earned, (v) as awards to 
Nonemployee Directors or (vi) in payment of dividend equivalents paid with      
respect to awards made under the Plan shall not exceed in the aggregate         
2,400,000 (Two Million Four Hundred Thousand) Common Shares, plus any shares    
described in Section 3(b). Such shares may be shares of original issuance or    
treasury shares or a combination of the foregoing.                              

     (b) The number of shares available in Section 3(a) above shall be
adjusted to account for shares relating to awards that expire, are    
    forfeited or are transferred, surrendered or relinquished upon the payment
     of any Option Price by the transfer to the Company of Common Shares or upon
     satisfaction of any withholding amount. Upon payment in cash of the benefit
     provided by any award granted under this Plan, any shares that were covered
 by that award shall again be available for issue or transfer hereunder.

        (c) Notwithstanding anything in this Section 3, or elsewhere in this
   Plan, to the contrary and subject to adjustment as provided in Section 11
    of this Plan, (i) the aggregate number of Common Shares actually issued or
 transferred by the Company upon the exercise of Incentive Stock Options
shall not exceed 900,000 Common Shares; (ii) no Participant shall be  
granted Option Rights and Appreciation Rights, in the                 
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aggregate, for more than 900,000 Common Shares during any period of 3 
    consecutive years; (iii) the number of shares issued as Restricted Shares,
 Deferred Shares or Performance Shares shall not in the aggregate exceed
   800,000 Common Shares; (iv) during any period of three consecutive fiscal
    years, the maximum number of Common Shares covered by awards of Restricted
Shares, Deferred Shares or Performance Shares granted to any one      
    Participant shall not exceed 800,000 Common Shares; and (v) no Nonemployee
     Director shall be granted Option Rights, Appreciation Rights and Restricted
  Shares, in the aggregate, for more than 100,000 Common Shares during any
fiscal year of the Company.                                           

         (d) Notwithstanding any other provision of this Plan to the contrary,
     in no event shall any Participant in any one calendar year receive an award
of Performance Shares or Performance Units having an aggregate maximum
value as of their respective Date of Grant in excess of $2,000,000.   

    4. OPTION RIGHTS. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Participants of       
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:                                                           

        (a) Each grant shall specify the number of Common Shares to which it
  pertains subject to the limitations set forth in Section 3 of this Plan.

         (b) Each grant shall specify an Option Price per share, which may not
be less than the Market Value per Share on the Date of Grant.         

          (c) Each grant shall specify whether the Option Price shall be payable
  (i) in cash or by check acceptable to the Company, (ii) by the actual or
     constructive transfer to the Company of Common Shares owned by the Optionee
for at least 6 months (or other consideration authorized pursuant to  
  Section 4(d) ) having a value at the time of exercise equal to the total
Option Price, or (iii) by a combination of such methods of payment.   

    (d) The Board may determine, at or after the Date of Grant, that
  payment of the Option Price of any Option Right (other than an Incentive
Stock Option) may also be made in whole or in part in the form of     
     Restricted Shares or other Common Shares that are forfeitable or subject to
  restrictions on transfer, Deferred Shares, Performance Shares (based, in
  each case, on the Market Value per Share on the date of exercise), other
    Option Rights (based on the Spread on the date of exercise) or Performance
 Units. Unless otherwise determined by the Board at or after the Date of
  Grant, whenever any Option Price is paid in whole or in part by means of
any of the forms of consideration specified in this Section 4(d), the 
Common Shares received upon the exercise of the Option Rights shall be
subject to such risks of forfeiture or restrictions on transfer as may
    correspond to any that apply to the consideration surrendered, but only to
  the extent, determined with respect to the consideration surrendered, of
(i) the number of shares or Performance Shares, (ii) the Spread of any
unexercisable portion of Option Rights, or (iii) the stated value of  
Performance Units.                                                    

      (e) Any grant may provide for deferred payment of the Option Price
   from the proceeds of sale through a bank or broker on a date satisfactory
     to the Company of some or all of the shares to which such exercise relates.

     (f) Any grant may provide for payment of the Option Price, at the
   election of the Optionee, in installments, with or without interest, upon
terms determined by the Board.                                        

        (g) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain   
unexercised.                                                          

    (h) Each grant shall specify the period or periods of continuous
service by the Optionee with the Company or any Subsidiary that is    
necessary before the Option Rights or installments thereof will become
    exercisable and may provide for the earlier exercise of such Option Rights
in the event of a Change in Control.                                  

         (i) Any grant of Option Rights may specify Management Objectives that
must be achieved as a condition to the exercise of such rights.       

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 (j) Option Rights granted under this Plan may be (i) options,
   including, without limitation, Incentive Stock Options, that are intended
   to qualify under particular provisions of the Code, (ii) options that are
not intended so to qualify, or (iii) combinations of the foregoing.   

         (k) The Board may, at or after the Date of Grant of any Option Rights
   (other than Incentive Stock Options), provide for the payment of dividend
   equivalents to the Optionee on either a current or deferred or contingent
  basis or may provide that such equivalents shall be credited against the
Option Price.                                                         

        (l) The exercise of an Option Right shall result in the cancellation
 on a share- for-share basis of any Tandem Appreciation Right authorized
under Section 5 of this Plan.                                         

        (m) No Option Right shall be exercisable more than 10 years from the
Date of Grant.                                                        

      (n) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Company by an officer and delivered to the  
 Optionee and containing such terms and provisions, consistent with this
Plan, as the Board may approve.                                       

     5. APPRECIATION RIGHTS. (a) The Board may authorize the granting (i) to any
Optionee, of Tandem Appreciation Rights in respect of Option Rights granted     
hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A 
Tandem Appreciation Right shall be a right of the Optionee, exercisable by      
surrender of the related Option Right, to receive from the Company an amount    
determined by the Board, which shall be expressed as a percentage of the Spread 
(not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights 
may be granted at any time prior to the exercise or termination of the related  
Option Rights; provided, however, that a Tandem Appreciation Right awarded in   
relation to an Incentive Stock Option must be granted concurrently with such    
Incentive Stock Option. A Free-Standing Appreciation Right shall be a right of  
the Participant to receive from the Company an amount determined by the Board,  
which shall be expressed as a percentage of the Spread (not exceeding 100       
percent) at the time of exercise.                                               

       (b) Each grant of Appreciation Rights may utilize any or all of the
    authorizations, and shall be subject to all of the requirements, contained
in the following provisions:                                          

             (i) Any grant may specify that the amount payable on exercise of an
       Appreciation Right may be paid by the Company in cash, in Common Shares
        or in any combination thereof and may either grant to the Participant or
retain in the Board the right to elect among those alternatives.

           (ii) Any grant may specify that the amount payable on exercise of
        an Appreciation Right may not exceed a maximum specified by the Board at
the Date of Grant.                                              

         (iii) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods.                          

        (iv) Any grant may specify that such Appreciation Right may be
       exercised only in the event of, or earlier in the event of, a Change in
Control.                                                        

         (v) Any grant may provide for the payment to the Participant of
   dividend equivalents thereon in cash or Common Shares on a current,
deferred or contingent basis.                                   

      (vi) Any grant of Appreciation Rights may specify Management
       Objectives that must be achieved as a condition of the exercise of such
Rights.                                                         

          (vii) Each grant of Appreciation Rights shall be evidenced by an
       agreement executed on behalf of the Company by an officer and delivered
       to and accepted by the Participant, which agreement shall describe such
        Appreciation Rights, identify the related Option Rights (if applicable),
    state that such Appreciation Rights are subject to all the terms and
     conditions of this Plan, and contain such other terms and provisions,
consistent with this Plan, as the Board may approve.            

       (c) Any grant of Tandem Appreciation Rights shall provide that such
 Rights may be exercised only at a time when the related Option Right is
also exercisable and at a time when the Spread is positive, and by    
surrender of the related Option Right for cancellation.               

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(d) Regarding Free-standing Appreciation Rights only:       

       (i) Each grant shall specify in respect of each Free-standing
      Appreciation Right a Base Price, which shall be equal to or greater or
less than the Market Value per Share on the Date of Grant;      

    (ii) Successive grants may be made to the same Participant
      regardless of whether any Free-standing Appreciation Rights previously
granted to the Participant remain unexercised; and              

           (iii) No Free-standing Appreciation Right granted under this Plan
may be exercised more than 10 years from the Date of Grant.     

 6. RESTRICTED SHARES. The Board may also authorize the grant or sale of
Restricted Shares to Participants. Each grant or sale of Restricted Stock may   
utilize any or all of the authorizations, and shall be subject to all of the    
requirements, contained in the following provisions:                            

         (a) Each such grant or sale shall constitute an immediate transfer of
   the ownership of Common Shares to the Participant in consideration of the
     performance of services, entitling such Participant to voting, dividend and
   other ownership rights, but subject to the substantial risk of forfeiture
and restrictions on transfer hereinafter referred to.                 

(b) Each such grant or sale may be made without additional  
    consideration or in consideration of a payment by such Participant that is
less than Market Value per Share at the Date of Grant.                

        (c) Each such grant or sale shall provide that the Restricted Shares
  covered by such grant or sale shall be subject to a "substantial risk of
  forfeiture" within the meaning of Section 83 of the Code for a period of
  not less than 3 years to be determined by the Board at the Date of Grant
and may provide for the earlier lapse of such substantial risk of     
     forfeiture in the event of a Change in Control. If the Board conditions the
  nonforfeitability of shares of Restricted Stock upon service alone, such
 vesting may not occur before three years from the Date of Grant of such
shares of Restricted Stock, and if the Board conditions the           
   nonforfeitability of shares of Restricted Stock on Management Objectives,
     such nonforfeitability may not occur before one year from the Date of Grant
of such shares of Restricted Stock.                                   

        (d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the         
    transferability of the Restricted Shares shall be prohibited or restricted
in the manner and to the extent prescribed by the Board at the Date of
Grant (which restrictions may include, without limitation, rights of  
 repurchase or first refusal in the Company or provisions subjecting the
 Restricted Shares to a continuing substantial risk of forfeiture in the
hands of any transferee).                                             

        (e) Any grant of Restricted Shares may specify Management Objectives
   that, if achieved, will result in termination or early termination of the
   restrictions applicable to such shares. Each grant may specify in respect
     of such Management Objectives a minimum acceptable level of achievement and
    may set forth a formula for determining the number of Restricted Shares on
     which restrictions will terminate if performance is at or above the minimum
level, but falls short of full achievement of the specified Management
Objectives.                                                           

        (f) Any such grant or sale of Restricted Shares may require that any
   or all dividends or other distributions paid thereon during the period of
  such restrictions be automatically deferred and reinvested in additional
 Restricted Shares, which may be Subject to the same restrictions as the
underlying award.                                                     

        (g) Each grant or sale of Restricted Shares shall be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and shall contain such terms and      
 provisions, consistent with this Plan, as the Board may approve. Unless
   otherwise directed by the Board, all certificates representing Restricted
Shares shall be held in custody by the Company until all restrictions 
   thereon shall have lapsed, together with a stock power or powers executed
     by the Participant in whose name such certificates are registered, endorsed
in blank and covering such Shares.                                    

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  7. DEFERRED SHARES. The Board may also authorize the granting or sale of
Deferred Shares to Participants. Each grant or sale of Deferred Shares may      
utilize any or all of the authorizations, and shall be subject to all of the    
requirements contained in the following provisions:                             

     (a) Each such grant or sale shall constitute the agreement by the
Company to deliver Common Shares to the Participant in the future in  
consideration of the performance of services, but subject to the      
    fulfillment of such conditions during the Deferral Period as the Board may
specify.                                                              

(b) Each such grant or sale may be made without additional  
    consideration or in consideration of a payment by such Participant that is
less than the Market Value per Share at the Date of Grant.            

        (c) Each such grant or sale shall be subject to a Deferral Period of
  not less than one year, as determined by the Board at the Date of Grant,
and may provide for the earlier lapse or other modification of such   
Deferral Period in the event of a Change in Control. If the Board     
   conditions the nonforfeitability of shares of Deferred Stock upon service
     alone, such vesting may not occur before three years from the Date of Grant
of such shares of Deferred Stock, and if the Board conditions the     
 nonforfeitability of shares of Deferred Stock on Management Objectives,
     such nonforfeitability may not occur before one year from the Date of Grant
of such shares of Deferred Stock.                                     

          (d) During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of
    ownership in the Deferred Shares and shall have no right to vote them, but
the Board may, at or after the Date of Grant, authorize the payment of
dividend equivalents on such Shares on either a current or deferred or
contingent basis, either in cash or in additional Common Shares.      

      (e) Each grant or sale of Deferred Shares shall be evidenced by an
     agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and shall contain such terms and      
provisions, consistent with this Plan, as the Board may approve.      

   8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also authorize
the granting of Performance Shares and Performance Units that will become       
payable to a Participant upon achievement of specified Management Objectives.   
Each such grant may utilize any or all of the authorizations, and shall be      
subject to all of the requirements, contained in the following provisions:      

    (a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which number may be subject to
   adjustment to reflect changes in compensation or other factors; provided,
 however, that no such adjustment shall be made in the case of a Covered
Employee where such action would result in the loss of the otherwise  
available exemption of the award under Section 162(m) of the Code.    

        (b) The Performance Period with respect to each Performance Share or
Performance Unit shall be such period of time not less than 1 year,   
  commencing with the Date of Grant as shall be determined by the Board at
the time of grant which may be subject to earlier lapse or other      
modification in the event of a Change in Control as set forth in the  
agreement specified in Section 8(g).                                  

          (c) Any grant of Performance Shares or Performance Units shall specify
   Management Objectives which, if achieved, will result in payment or early
payment of the award, and each grant may specify in respect of such   
   specified Management Objectives a minimum acceptable level of achievement
 and shall set forth a formula for determining the number of Performance
 Shares or Performance Units that will be earned if performance is at or
above the minimum level, but falls short of full achievement of the   
specified Management Objectives. The grant of Performance Shares or   
Performance Units shall specify that, before the Performance Shares or
     Performance Units shall be earned and paid, the Board must certify that the
Management Objectives have been satisfied.                            

  (d) Each grant shall specify the time and manner of payment of
  Performance Shares or Performance Units that have been earned. Any grant
     may specify that the amount payable with respect thereto may be paid by the
 Company in cash, in Common Shares or in any combination thereof and may
   either grant to the Participant or retain in the Board the right to elect
among those alternatives.                                             

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   (e) Any grant of Performance Shares may specify that the amount
payable with respect thereto may not exceed a maximum specified by the
     Board at the Date of Grant. Any grant of Performance Units may specify that
the amount payable or the number of Common Shares issued with respect 
thereto may not exceed maximums specified by the Board at the Date of 
Grant.                                                                

   (f) The Board may, at or after the Date of Grant of Performance
Shares, provide for the payment of dividend equivalents to the holder 
     thereof on either a current or deferred or contingent basis, either in cash
or in additional Common Shares.                                       

      (g) Each grant of Performance Shares or Performance Units shall be
    evidenced by an agreement executed on behalf of the Company by any officer
 and delivered to and accepted by the Participant, which agreement shall
    state that such Performance Shares or Performance Units are subject to all
 the terms and conditions of this Plan, and contain such other terms and
provisions, consistent with this Plan, as the Board may approve.      

  9. AWARDS TO NONEMPLOYEE DIRECTORS. The Board may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to   
Nonemployee Directors of Option Rights and may also authorize the grant or sale 
of Restricted Shares to Nonemployee Directors.                                  

      (a) Each grant of Option Rights awarded pursuant to this Section 9
   shall be upon terms and conditions consistent with Section 4 of this Plan
     and shall be evidenced by an agreement in such form as shall be approved by
    the Board. Each grant shall specify an Option Price per share, which shall
     not be less than the Market Value per Share on the Date of Grant. Each such
 Option Right granted under the Plan shall expire not more than 10 years
from the Date of Grant and shall be subject to earlier termination as 
     hereinafter provided. Unless otherwise determined by the Board, such Option
   Rights shall be subject to the following additional terms and conditions:

           (i) Each grant shall specify the number of Common Shares to which
     it pertains subject to the limitations set forth in Section 3 of this
Plan.                                                           

             (ii) Each such Option Right shall become exercisable six (6) months
       after the Date of Grant. Such Option Rights shall become exercisable in
     full immediately in the event of a Change in Control or other similar
transaction or event.                                           

          (iii) In the event of the termination of service on the Board by
the holder of any such Option Rights, other than by reason of   
      disability, death or retirement, the then outstanding Option Rights of
such holder may be exercised to the extent that they would be   
      exercisable on the date of such termination until the date that is one
  year after the date of such termination, but in no event after the
expiration date of the term of such Option Rights.              

          (iv) In the event of the death , disability or retirement of the
     holder of any such Option Rights, each of the then outstanding Option
      Rights of such holder may be exercised at any time within one (1) year
     after such death, disability or retirement, but in no event after the
expiration date of the term of such Option Rights.              

           (v) If a Nonemployee Director subsequently becomes an employee of
      the Company or a Subsidiary while remaining a member of the Board, any
        Option Rights held under the Plan by such individual at the time of such
commencement of employment shall not be affected thereby.       

            (vi) Option Rights may be exercised by a Nonemployee Director only
     upon payment to the Company in full of the Option Price of the Common
       Shares to be delivered. Such payment shall be made in cash or in Common
  Shares then owned by the optionee for at least six months, or in a
combination of cash and such Common Shares.                     

          (b) Each grant or sale of Restricted Shares pursuant to this Section 9
    shall be upon terms and conditions consistent with Section 6 of this Plan.

  10. TRANSFERABILITY. (a) Except as otherwise determined by the Board, no
Option Right, Appreciation Right or other derivative security granted under the 
Plan shall be transferable by a Participant other than by will                  
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or the laws of descent and distribution. Except as otherwise determined by the  
Board, Option Rights and Appreciation Rights shall be exercisable during the    
Optionee's lifetime only by him or her or by his or her guardian or legal       
representative.                                                                 

          (b) The Board may specify at the Date of Grant that part or all of the
    Common Shares that are (i) to be issued or transferred by the Company upon
    the exercise of Option Rights or Appreciation Rights, upon the termination
    of the Deferral Period applicable to Deferred Shares or upon payment under
any grant of Performance Shares or Performance Units or (ii) no longer
    subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, shall be subject to further    
restrictions on transfer.                                             

      (c) Notwithstanding the provisions of Section 10(a), Option Rights
(other than Incentive Stock Options), shall be transferable by a      
   Participant, without payment of consideration therefor by the transferee,
     to any one or more members of the Participant's Immediate Family (or to one
     or more trusts established solely for the benefit of one or more members of
    the Participant's Immediate Family or to one or more partnerships in which
the only partners are members of the Participant's Immediate Family); 
provided, however, that (i) no such transfer shall be effective unless
reasonable prior notice thereof is delivered to the Company and such  
     transfer is thereafter effected in accordance with any terms and conditions
  that shall have been made applicable thereto by the Company or the Board
and (ii) any such transferee shall be subject to the same terms and   
conditions hereunder as the Participant].                             

    11. ADJUSTMENTS. The Board may make or provide for such adjustments in the
numbers of Common Shares covered by outstanding Option Rights, Appreciation     
Rights, Deferred Shares, and Performance Shares granted hereunder, in the Option
Price and Base Price provided in outstanding Appreciation Rights, and in the    
kind of shares covered thereby, as the Board, in its sole discretion, exercised 
in good faith, may determine is equitably required to prevent dilution or       
enlargement of the rights of Participants or Optionees that otherwise would     
result from (a) any stock dividend, stock split, combination of shares,         
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,             
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other         
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its      
discretion, may provide in substitution for any or all outstanding awards under 
this Plan such alternative consideration as it, in good faith, may determine to 
be equitable in the circumstances and may require in connection therewith the   
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the 
Board in its sole discretion, exercised in good faith, may determine is         
appropriate to reflect any transaction or event described in this Section 11;   
provided, however, that any such adjustment to the number specified in Section  
3(c)(i) shall be made only if and to the extent that such adjustment would not  
cause any Option intended to qualify as an Incentive Stock Option to fail so to 
qualify.                                                                        

12. CHANGE IN CONTROL. For purposes of this Plan, except as may be    
otherwise prescribed by the Board in an agreement evidencing a grant or award   
made under the Plan, a "Change in Control" shall mean the occurrence during the 
term of any of the following events, subject to the provisions of Section 12 (f)
hereof:                                                                         

         (a) All or substantially all of the assets of the Company are sold or
 transferred to another corporation or entity, or the Company is merged,
 consolidated or reorganized into or with another corporation or entity,
  with the result that upon conclusion of the transaction less than 51% of
  the outstanding securities entitled to vote generally in the election of
     directors or other capital interests of the acquiring corporation or entity
are owned directly or indirectly, by the shareholders of the Company  
generally prior to the transaction; or                                

         (b) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
  successor schedule, form or report), each as promulgated pursuant to the
   Exchange Act, disclosing that any person (as the term "person" is used in
    Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a "Person")) has
become the beneficial owner (as the term "beneficial owner" is defined
    under Rule 13d-3 or any successor rule or regulation promulgated under the
     Exchange Act (a "Beneficial Owner")) of securities representing 20% or more
   of the combined voting power of the then-outstanding voting securities of
the Company; or                                                       

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  (c) The individuals who, at the beginning of any period of two
    consecutive calendar years, constituted the Directors of the Company cease
for any reason to constitute at least a majority thereof unless the   
    nomination for election by the Company's stockholders of each new Director
of the Company was approved by a vote of at least two-thirds of the   
    Directors of the Company still in office who were Directors of the Company
at the beginning of any such period; or                               

         (d) There shall be an announcement of the intent of any Person (other
than the Company, any wholly-owned Subsidiary of the Company, or any  
   employee stock ownership or other employee benefit plan of the Company or
   any wholly-owned Subsidiary of the Company) to commence a tender offer or
     exchange offer to acquire (when added to any shares as to which such Person
     is the Beneficial Owner immediately prior to such tender or exchange offer)
 beneficial ownership of 30% or more of the combined voting power of the
then-outstanding voting securities of the Company; or                 

       (e) The Board determines that (A) any particular actual or proposed
merger, consolidation, reorganization, sale or transfer of assets,    
   accumulation of shares or tender offer for shares of the Company or other
     transaction or event or series of transactions or events will, or is likely
to, if carried out, result in a Change in Control falling within      
     Subsections (a), (b), (c) or (d) and (B) it is in the best interests of the
    Company and its shareholders, and will serve the intended purposes of this
    Section 12, if the provisions of awards which provide for earlier exercise
 or earlier lapse of restrictions or conditions upon a change in Control
shall thereupon become immediately operative.                         

      (f) Notwithstanding the foregoing provisions of this Section (12):

        (i) If any such merger, consolidation, reorganization, sale or
    transfer of assets, or tender offer or other transaction or event or
      series of transactions or events mentioned in Section (12)(e) shall be
    abandoned, or any such accumulations of shares shall be dispersed or
     otherwise resolved, the Board may, by notice to the Employee, nullify
       the effect thereof and reinstate the award as previously in effect, but
      without prejudice to any action that may have been taken prior to such
nullification.                                                  

             (ii) Unless otherwise determined in a specific case by the Board, a
        "Change in Control" shall not be deemed to have occurred for purposes of
Section (12)(b) or 12(d) solely because (X) the Company, (Y) a  
      Subsidiary, or (Z) any Company-sponsored employee stock ownership plan
   or any other employee benefit plan of the Company or any Subsidiary
       either files or becomes obligated to file a report or a proxy statement
 under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
        Schedule 14A (or any successor schedule, form or report or item therein)
      under the Exchange Act disclosing beneficial ownership by it of shares
    of the then-outstanding voting securities of the Company, whether in
        excess of 20% or otherwise, or because the Company reports that a change
     in control of the Company has occurred or will occur in the future by
reason of such beneficial ownership.                            

13. FRACTIONAL SHARES. The Company shall not be required to issue any 
fractional Common Shares pursuant to this Plan. The Board may provide for the   
elimination of fractions or for the settlement of fractions in cash.            

14. WITHHOLDING TAXES. To the extent that the Company is required to  
withhold federal, state, local or foreign taxes in connection with any payment  
made or benefit realized by a Participant or other person under this Plan, and  
the amounts available to the Company for such withholding are insufficient, it  
shall be a condition to the receipt of such payment or the realization of such  
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment  
of a portion of such benefit. Common Shares or benefits shall not be withheld in
excess of the minimum number required for such tax withholding. The Company and 
a Participant or such other person may also make arrangements with respect to   
the payment in cash of any taxes with respect to which withholding is not       
required.                                                                       

  15. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Board may provide for such special   
terms for awards to Participants who are foreign nationals or who are employed  
by the Company or any Subsidiary outside of the United States of America as the 
Board may consider necessary or appropriate to accommodate differences in local 
law, tax policy or custom. Moreover, the                                        
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Board may approve such supplements to or amendments, restatements or alternative
versions of this Plan as it may consider necessary or appropriate for such      
purposes, without thereby affecting the terms of this Plan as in effect for any 
other purpose, and the Secretary or other appropriate officer of the Company may
certify any such document as having been approved and adopted in the same manner
as this Plan. No such special terms, supplements, amendments or restatements,   
however, shall include any provisions that are inconsistent with the terms of   
this Plan as then in effect unless this Plan could have been amended to         
eliminate such inconsistency without further approval by the shareholders of the
Company.                                                                        

    16. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by the
Board, which may from time to time delegate all or any part of its authority    
under this Plan to a committee of the Board (or subcommittee thereof) consisting
entirely of three Nonemployee Directors appointed by the Board. A majority of   
the committee (or subcommittee) shall constitute a quorum, and the action of the
members of the committee (or subcommittee) present at any meeting at which a    
quorum is present, or acts unanimously approved in writing, shall be the acts of
the committee (or subcommittee). To the extent of any such delegation,          
references in this Plan to the Board shall be deemed to be references to any    
such committee or subcommittee.                                                 

         (b) The interpretation and construction by the Board of any provision
   of this Plan or of any agreement, notification or document evidencing the
  grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
  Shares, Performance Shares or Performance Units and any determination by
    the Board pursuant to any provision of this Plan or of any such agreement,
  notification or document shall be final and conclusive. No member of the
 Board shall be liable for any such action or determination made in good
faith.                                                                

  17. AMENDMENTS, ETC. (a) The Board may at any time and from time to time
amend the Plan in whole or in part; provided, however, that any amendment which 
must be approved by the shareholders of the Company in order to comply with     
applicable law or the rules of the New York Stock Exchange or, if the Common    
Shares are not traded on the New York Stock Exchange, the principal national    
securities exchange upon which the Common Shares are traded or quoted, shall not
be effective unless and until such approval has been obtained. Presentation of  
this Plan or any amendment hereof for shareholder approval shall not be         
construed to limit the Company's authority to offer similar or dissimilar       
benefits under other plans without shareholder approval.                        

(b) The Board shall not, without the further approval of the
 shareholders of the Company, authorize the amendment of any outstanding
     Option Right to reduce the Option Price. Furthermore, no Option Right shall
   be cancelled and replaced with awards having a lower Option Price without
    further approval of the shareholders of the Company. This Section 17(b) is
    intended to prohibit the repricing of "underwater" Option Rights and shall
    not be construed to prohibit the adjustments provided for in Section 11 of
this Plan.                                                            

    (c) The Board also may permit Participants to elect to defer the
 issuance of Common Shares or the settlement of awards in cash under the
     Plan pursuant to such rules, procedures or programs as it may establish for
   purposes of this Plan. The Board also may provide that deferred issuances
     and settlements include the payment or crediting of dividend equivalents or
interest on the deferral amounts.                                     

        (d) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the 
Participant of his or her right to receive a cash bonus or other      
compensation otherwise payable by the Company or a Subsidiary to the  
Participant.                                                          

(e) In case of termination of employment by reason of death,
 disability or normal or early retirement, or in the case of hardship or
    other special circumstances, of a Participant who holds an Option Right or
   Appreciation Right not immediately exercisable in full, or any Restricted
     Shares as to which the substantial risk of forfeiture or the prohibition or
    restriction on transfer has not lapsed, or any Deferred Shares as to which
  the Deferral Period has not been completed, or any Performance Shares or
 Performance Units which have not been fully earned, or who holds Common
Shares subject to any transfer restriction imposed pursuant to Section
   10(b) of this Plan, the Board may, in its sole discretion, accelerate the
   time at which such Option Right or Appreciation Right may be exercised or
 the time at which such substantial risk of forfeiture or prohibition or
  restriction on transfer will lapse or the time when such Deferral Period
    will end or the time at which such Performance Shares or Performance Units
will be deemed to have been fully                                     

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 earned or the time when such transfer restriction will terminate or may
waive any other limitation or requirement under any such award.       

      (f) This Plan shall not confer upon any Participant any right with
   respect to continuance of employment or other service with the Company or
any Subsidiary, nor shall it interfere in any way with any right the  
Company or any Subsidiary would otherwise have to terminate such      
Participant's employment or other service at any time.                

       (g) To the extent that any provision of this Plan would prevent any
     Option Right that was intended to qualify as an Incentive Stock Option from
   qualifying as such, that provision shall be null and void with respect to
such Option Right. Such provision, however, shall remain in effect for
   other Option Rights and there shall be no further effect on any provision
of this Plan.                                                         

    18. TERMINATION. No grant shall be made under this Plan more than 10 years
after the date on which this Plan is first approved by the shareholders of the  
Company, but all grants made on or prior to such date shall continue in effect  
thereafter subject to the terms thereof and of this Plan.                       

   19. EXCLUSION FROM CERTAIN RESTRICTIONS. Notwithstanding anything in this
Plan to the contrary, not more than seventy-two thousand (72,000) Common Shares 
in the aggregate available under this Plan may be subject to awards as follows: 

        (a) in the case of grants of Restricted Stock, which do not meet the
requirements of the last sentence of Section 6(c) ;                   

       (b) in the case of grants of Restricted Stock as to which the Board
may accelerate or waive any restrictions imposed under Section 6(d) ; 

      (c) in the case of grants of Deferred Stock, which do not meet the
requirements of the last sentence of Section 7(c) ; or                

         (d) in the case of Performance Shares and Performance Units, which do
not meet the requirements of Section 8(b).                            

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ANNEX E   
[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.]               

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.]                                  

[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, parasites, 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 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;]

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            [(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 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.]                    

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 [(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 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.] 
THE CITY OF CLEVELAND.                                                          

  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.                                   

ARTICLE FOURTH: The maximum number of shares which the Corporation is 
authorized to have outstanding is One Hundred [and Five]SIXTY FIVE Million      
[(105,000,000)](165,000,000), of which Fifteen Million (15,000,000) shares of   
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. 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;                                                           
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         (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.                               

   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 price 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 not-ice 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                         
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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 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                                                              

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(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 ARTICLE FIFTH 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 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       

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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 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 shalt 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.                     

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ARTICLE FIFTH:                                                        

A. [ARTICLE FIFTH:] Series [of] A Cumulative Preference Stock.:       

The designation and express terms and provisions of [a series of the] 
SERIES A Cumulative Preference Stock of the Corporation be and hereby are fixed 
as follows:                                                                     

  [A.] 1. 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 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] 2. 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.] 3. 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 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                              

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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 price 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 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).                                                                      

 [D] 4. 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                               

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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] 5. 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 H of Article FOURTH of the         
Corporation's Amended Articles of Incorporation.                                

[F] 6. 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.                                           

    B. SERIES B CUMULATIVE PREFERENCE STOCK. THE VOTING RIGHTS RELATING TO THE
CUMULATIVE PREFERENCE STOCK SET FORTH IN PARAGRAPHS E, F AND J OF ARTICLE FOURTH
ARE APPLICABLE TO THE SERIES B CUMULATIVE PREFERENCE STOCK, EXCEPT THAT THE     
SERIES B CUMULATIVE PREFERENCE STOCK IS ALSO ENTITLED TO ONE VOTE FOR EACH SHARE
OF SUCH STOCK UPON ALL MATTERS PRESENTED TO THE SHAREHOLDERS; AND EXCEPT AS     
OTHERWISE PROVIDED HEREIN OR REQUIRED BY LAW, THE HOLDERS OF SERIES B CUMULATIVE
PREFERRED STOCK AND THE HOLDERS OF COMMON STOCK SHALL VOTE TOGETHER AS ONE CLASS
ON ALL MATTERS.                                                                 

    C. SERIES C CUMULATIVE PREFERENCE STOCK. THE VOTING RIGHTS RELATING TO THE
CUMULATIVE PREFERENCE STOCK SET FORTH IN PARAGRAPHS E, F AND J OF ARTICLE FOURTH
ARE APPLICABLE TO THE SERIES C CUMULATIVE PREFERENCE STOCK, EXCEPT THAT THE     
SERIES C CUMULATIVE PREFERENCE STOCK IS ALSO ENTITLED TO ONE VOTE FOR EACH SHARE
OF SUCH STOCK UPON ALL MATTERS PRESENTED TO THE SHAREHOLDERS; AND EXCEPT AS     
OTHERWISE PROVIDED HEREIN OR REQUIRED BY LAW, THE HOLDERS OF SERIES C CUMULATIVE
PREFERRED STOCK AND THE HOLDERS OF COMMON STOCK SHALL VOTE TOGETHER AS ONE CLASS
ON ALL MATTERS.                                                                 

    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.                 

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                                                
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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.                                                                   

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ANNEX F   
[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.]               

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] FIFTY percent [(25%)] (50%) 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 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.                                                             

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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.                                                             

   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 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 upon all of 
the persons so designated unless the instrument 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 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 qualifications 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.         

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     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 of 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 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.                           

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  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.] (a) THE CHAIRMAN, OR  
SUCH OTHER OFFICER OF THE CORPORATION DESIGNATED BY A MAJORITY OF THE TOTAL     
NUMBER OF DIRECTORS THAT THE CORPORATION WOULD HAVE IF THERE WERE NO VACANCIES  
ON THE BOARD OF DIRECTORS (SUCH NUMBER BEING REFERRED TO AS THE "WHOLE BOARD"), 
WILL CALL MEETINGS OF SHAREHOLDERS TO ORDER AND WILL ACT AS PRESIDING OFFICER   
THEREOF. UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS PRIOR TO THE     
MEETING, THE PRESIDING OFFICER OF THE MEETING OF SHAREHOLDERS WILL ALSO         
DETERMINE THE ORDER OF BUSINESS AND HAVE THE AUTHORITY IN HIS OR HER SOLE       
DISCRETION TO REGULATE THE CONDUCT OF ANY SUCH MEETING INCLUDING, WITHOUT       
LIMITATION, BY IMPOSING RESTRICTIONS ON THE PERSONS (OTHER THAN SHAREHOLDERS OF 
THE CORPORATION OR THEIR DULY APPOINTED PROXIES) WHO MAY ATTEND ANY SUCH        
SHAREHOLDERS' MEETING, BY ASCERTAINING WHETHER ANY SHAREHOLDER OR HIS PROXY MAY 
BE EXCLUDED FROM ANY MEETING OF SHAREHOLDERS BASED UPON ANY DETERMINATION BY THE
PRESIDING OFFICER, IN HIS SOLE DISCRETION, THAT ANY SUCH PERSON HAS UNDULY      
DISRUPTED OR IS LIKELY TO DISRUPT THE PROCEEDINGS OF THE MEETING, AND BY        
DETERMINING THE CIRCUMSTANCES IN WHICH ANY PERSON MAY MAKE A STATEMENT OR ASK   
QUESTIONS AT ANY MEETING OF SHAREHOLDERS.                                       

  (b) AT AN ANNUAL MEETING OF THE SHAREHOLDERS, ONLY SUCH BUSINESS WILL BE
CONDUCTED OR CONSIDERED AS IS PROPERLY BROUGHT BEFORE THE MEETING. TO BE        
PROPERLY BROUGHT BEFORE AN ANNUAL MEETING, BUSINESS MUST BE (i) SPECIFIED IN THE
NOTICE OF MEETING (OR ANY SUPPLEMENT THERETO) GIVEN BY OR AT THE DIRECTION OF   
THE PRESIDENT, A VICE PRESIDENT, THE SECRETARY OR AN ASSISTANT SECRETARY IN     
ACCORDANCE WITH ARTICLE 1, SECTION 3, (ii) OTHERWISE PROPERLY BROUGHT BEFORE THE
MEETING BY THE PRESIDING OFFICER OR BY OR AT THE DIRECTION OF A MAJORITY OF THE 
WHOLE BOARD, OR (iii) OTHERWISE PROPERLY REQUESTED TO BE BROUGHT BEFORE THE     
MEETING BY A SHAREHOLDER OF THE CORPORATION IN ACCORDANCE WITH ARTICLE 1,       
SECTION 12(c).                                                                  

  (c) FOR BUSINESS TO BE PROPERLY REQUESTED BY A SHAREHOLDER TO BE BROUGHT
BEFORE AN ANNUAL MEETING, (i) THE SHAREHOLDER MUST BE A SHAREHOLDER OF THE      
CORPORATION OF RECORD AT THE TIME OF THE GIVING OF THE NOTICE FOR SUCH ANNUAL   
MEETING PROVIDED FOR IN THIS CODE OF REGULATIONS, (ii) THE SHAREHOLDER MUST BE  
ENTITLED TO VOTE AT SUCH MEETING, (iii) THE SHAREHOLDER MUST HAVE GIVEN TIMELY  
NOTICE THEREOF IN WRITING TO THE SECRETARY, AND (iv) IF THE SHAREHOLDER, OR THE 
BENEFICIAL OWNER ON WHOSE BEHALF ANY BUSINESS IS BROUGHT BEFORE THE MEETING, HAS
PROVIDED THE CORPORATION WITH A PROPOSAL SOLICITATION NOTICE, AS THAT TERM IS   
DEFINED IN THIS ARTICLE 1, SECTION 12(c) BELOW, SUCH SHAREHOLDER OR BENEFICIAL  
OWNER MUST HAVE DELIVERED A PROXY STATEMENT AND FORM OF PROXY TO THE HOLDERS OF 
AT THE LEAST THE PERCENTAGE OF SHARES OF THE CORPORATION ENTITLED TO VOTE       
REQUIRED TO APPROVE SUCH BUSINESS THAT THE SHAREHOLDER PROPOSES TO BRING BEFORE 
THE ANNUAL MEETING AND INCLUDED IN SUCH MATERIALS THE PROPOSAL SOLICITATION     
NOTICE. TO BE TIMELY, A SHAREHOLDER'S NOTICE MUST BE DELIVERED TO OR MAILED AND 
RECEIVED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION NOT LESS THAN 60 
NOR MORE THAN 90 CALENDAR DAYS PRIOR TO THE FIRST ANNIVERSARY OF DATE ON WHICH  
THE CORPORATION FIRST MAILED ITS PROXY MATERIALS FOR THE PRECEDING YEAR'S ANNUAL
MEETING OF SHAREHOLDERS; PROVIDED, HOWEVER, THAT IF THE DATE OF THE ANNUAL      
MEETING IS ADVANCED MORE THAN 30 CALENDAR DAYS PRIOR TO OR DELAYED BY MORE THAN 
30 CALENDAR DAYS AFTER THE ANNIVERSARY OF THE PRECEDING YEAR'S ANNUAL MEETING,  
NOTICE BY THE SHAREHOLDER TO BE TIMELY MUST BE SO DELIVERED NOT LATER THAN THE  
CLOSE OF BUSINESS ON THE LATER OF THE 90TH CALENDAR DAY PRIOR TO SUCH ANNUAL    
MEETING OR THE 10TH CALENDAR DAY FOLLOWING THE DAY ON WHICH PUBLIC ANNOUNCEMENT 
OF THE DATE OF SUCH MEETING IS FIRST MADE. IN NO EVENT SHALL THE PUBLIC         
ANNOUNCEMENT OF AN ADJOURNMENT OF AN ANNUAL MEETING COMMENCE A NEW TIME PERIOD  
FOR THE GIVING OF A SHAREHOLDER'S NOTICE AS DESCRIBED ABOVE. A SHAREHOLDER'S    
NOTICE TO THE SECRETARY MUST SET FORTH AS TO EACH MATTER THE SHAREHOLDER        
PROPOSES TO BRING BEFORE THE ANNUAL MEETING (A) A DESCRIPTION IN REASONABLE     
DETAIL OF THE BUSINESS DESIRED TO BE BROUGHT BEFORE THE ANNUAL MEETING AND THE  
REASONS FOR CONDUCTING SUCH BUSINESS AT THE ANNUAL MEETING, (B) THE NAME AND    
ADDRESS, AS THEY APPEAR ON THE CORPORATION'S BOOKS, OF THE SHAREHOLDER PROPOSING
SUCH BUSINESS AND OF THE BENEFICIAL OWNER, IF ANY, ON WHOSE BEHALF THE PROPOSAL 
IS MADE, (C) THE CLASS AND NUMBER OF SHARES OF THE CORPORATION THAT ARE OWNED   
BENEFICIALLY AND OF RECORD BY THE SHAREHOLDER PROPOSING SUCH BUSINESS AND BY THE
BENEFICIAL OWNER, IF ANY,                                                       
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ON WHOSE BEHALF THE PROPOSAL IS MADE, (d) ANY MATERIAL INTEREST OF SUCH         
SHAREHOLDER PROPOSING SUCH BUSINESS AND THE BENEFICIAL OWNER, IF ANY, ON WHOSE  
BEHALF THE PROPOSAL IS MADE IN SUCH BUSINESS AND (e) WHETHER EITHER SUCH        
SHAREHOLDER OR BENEFICIAL OWNER INTENDS TO DELIVER A PROXY STATEMENT AND FORM OF
PROXY TO HOLDERS OF AT LEAST THE PERCENTAGE OF SHARES OF THE CORPORATION        
ENTITLED TO VOTE REQUIRED TO APPROVE THE PROPOSAL (AN AFFIRMATIVE STATEMENT OF  
SUCH INTENT, A "PROPOSAL SOLICITATION NOTICE"). NOTWITHSTANDING THE FOREGOING   
PROVISIONS OF THIS CODE OF REGULATIONS, A SHAREHOLDER MUST ALSO COMPLY WITH ALL 
APPLICABLE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND 
THE RULES AND REGULATIONS THEREUNDER WITH RESPECT TO THE MATTERS SET FORTH IN   
THIS ARTICLE 1, SECTION 12(c). FOR PURPOSES OF THIS ARTICLE 1, SECTION 12(c) AND
ARTICLE 2, SECTION 12, "PUBLIC ANNOUNCEMENT" MEANS DISCLOSURE IN A PRESS RELEASE
REPORTED BY THE DOW JONES NEWS SERVICE, ASSOCIATED PRESS, OR COMPARABLE NATIONAL
NEWS SERVICE OR IN A DOCUMENT PUBLICLY FILED BY THE CORPORATION WITH THE        
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTIONS 13, 14, OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR PUBLICLY FILED BY THE           
CORPORATION WITH ANY NATIONAL SECURITIES EXCHANGE OR QUOTATION SERVICE THROUGH  
WHICH THE CORPORATION'S STOCK IS LISTED OR TRADED, OR FURNISHED BY THE          
CORPORATION TO ITS SHAREHOLDERS. NOTHING IN THIS ARTICLE 1, SECTION 12(c) WILL  
BE DEEMED TO AFFECT ANY RIGHTS OF SHAREHOLDERS TO REQUEST INCLUSION OF PROPOSALS
IN THE CORPORATION'S PROXY STATEMENT PURSUANT TO RULE 14A-8 UNDER THE SECURITIES
EXCHANGE ACT OF 1934.                                                           

(d) AT A SPECIAL MEETING OF SHAREHOLDERS, ONLY SUCH BUSINESS MAY BE   
CONDUCTED OR CONSIDERED AS IS PROPERLY BROUGHT BEFORE THE MEETING. TO BE        
PROPERLY BROUGHT BEFORE A SPECIAL MEETING, BUSINESS MUST BE (i) SPECIFIED IN THE
NOTICE OF THE MEETING (OR ANY SUPPLEMENT THERETO) GIVEN BY OR AT THE DIRECTION  
OF THE PRESIDENT, A VICE PRESIDENT, THE SECRETARY OR AN ASSISTANT SECRETARY (OR 
IN CASE OF THEIR FAILURE TO GIVE ANY REQUIRED NOTICE, THE OTHER PERSONS ENTITLED
TO GIVE NOTICE) IN ACCORDANCE WITH ARTICLE 1, SECTION 3 OR (ii) OTHERWISE       
BROUGHT BEFORE THE MEETING BY THE PRESIDING OFFICER OR BY OR AT THE DIRECTION OF
A MAJORITY OF THE WHOLE BOARD.                                                  

   (e) THE DETERMINATION OF WHETHER ANY BUSINESS SOUGHT TO BE BROUGHT BEFORE
ANY ANNUAL OR SPECIAL MEETING OF THE SHAREHOLDERS IS PROPERLY BROUGHT BEFORE    
SUCH MEETING IN ACCORDANCE WITH THIS ARTICLE 1, SECTION 12 WILL BE MADE BY THE  
PRESIDING OFFICER OF SUCH MEETING. IF THE PRESIDING OFFICER DETERMINES THAT ANY 
BUSINESS IS NOT PROPERLY BROUGHT BEFORE SUCH MEETING, HE OR SHE WILL SO DECLARE 
TO THE MEETING AND ANY SUCH BUSINESS WILL NOT BE CONDUCTED OR CONSIDERED.       

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 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.                     

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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 shareholder 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.                                                     

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.     

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  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.                                      

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, or in connection with any appeal therein, to
which he is made or], TO THE FULL EXTENT THEN PERMITTED BY LAW, ANY PERSON WHO  
WAS OR IS A PARTY OR IS 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 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]                                                              
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[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 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 any civil or criminal] 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 action, suit or proceeding
AGAINST THEM, WHETHER OR NOT THE CORPORATION WOULD HAVE THE POWER UNDER LAW OR  
THIS CODE OF REGULATIONS TO INDEMNIFY ANY SUCH PERSON.[.]                       

[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.] NOT BE REMOVED FROM THE BOARD OF DIRECTORS BY THE SHAREHOLDERS OR       
OTHERWISE, EXCEPT THAT A MAJORITY OF THE DIRECTORS THEN IN OFFICE MAY REMOVE A  
DIRECTOR IF THE DIRECTOR TO BE REMOVED (i) IS UNABLE TO ENGAGE IN ANY           
SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL OR
MENTAL IMPAIRMENT THAT IS EXPECTED TO BE PERMANENT; (ii) HAS, SINCE HIS OR HER  
ELECTION AS A DIRECTOR, BEEN CONVICTED OF A CRIME CONSTITUTING A FELONY OR      
INVOLVING FRAUD, EMBEZZLEMENT OR THEFT; OR (iii) HAS, SINCE HIS OR HER ELECTION 
AS A DIRECTOR, BEEN FOUND BY A COURT OF                                         

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COMPETENT JURISDICTION IN A CIVIL ACTION TO HAVE BREACHED HIS OR HER DUTY OF    
LOYALTY TO THE CORPORATION OR ANY OTHER COMPANY.                                

SECTION 12. NOMINATIONS OF DIRECTORS; ELECTION.                                 

  (a) EXCEPT AS MAY BE OTHERWISE 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, ONLY PERSONS WHO ARE NOMINATED IN ACCORDANCE WITH   
THIS ARTICLE 2, SECTION 12 WILL BE ELIGIBLE FOR ELECTION AT A MEETING OF        
SHAREHOLDERS TO BE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION.        

     (b) NOMINATIONS OF PERSONS FOR ELECTION AS DIRECTORS OF THE CORPORATION MAY
BE MADE ONLY AT AN ANNUAL MEETING OF SHAREHOLDERS (i) BY OR AT THE DIRECTION OF 
THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF OR (ii) BY ANY SHAREHOLDER WHO IS 
A SHAREHOLDER OF RECORD AT THE TIME OF GIVING OF NOTICE PROVIDED FOR IN THIS    
ARTICLE 2, SECTION 12, WHO IS ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS AT 
SUCH MEETING, AND WHO COMPLIES WITH THE PROCEDURES SET FORTH IN THIS ARTICLE 2, 
SECTION 12. IF A SHAREHOLDER, OR A BENEFICIAL OWNER ON WHOSE BEHALF ANY SUCH    
NOMINATION IS MADE, HAS PROVIDED THE CORPORATION WITH A NOMINATION SOLICITATION 
NOTICE, AS THAT TERM IS DEFINED IN THIS ARTICLE 2, SECTION 12 BELOW, SUCH       
SHAREHOLDER OR BENEFICIAL OWNER MUST HAVE DELIVERED A PROXY STATEMENT AND FORM  
OF PROXY TO THE HOLDERS OF AT LEAST THE PERCENTAGE OF SHARES OF THE CORPORATION 
ENTITLED TO VOTE REQUIRED TO APPROVE SUCH NOMINATION AND INCLUDED IN SUCH       
MATERIALS THE NOMINATION SOLICITATION NOTICE. ALL NOMINATIONS BY SHAREHOLDERS   
MUST BE MADE PURSUANT TO TIMELY NOTICE IN PROPER WRITTEN FORM TO THE SECRETARY. 

     (c) TO BE TIMELY, A SHAREHOLDER'S NOTICE MUST BE DELIVERED TO OR MAILED AND
RECEIVED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION NOT LESS THAN 60 
NOR MORE THAN 90 CALENDAR DAYS PRIOR TO THE FIRST ANNIVERSARY OF THE DATE ON    
WHICH THE CORPORATION FIRST MAILED ITS PROXY MATERIALS FOR THE PRECEDING YEAR'S 
ANNUAL MEETING OF SHAREHOLDERS; PROVIDED, HOWEVER, THAT IF THE DATE OF THE      
ANNUAL MEETING IS ADVANCED MORE THAN 30 CALENDAR DAYS PRIOR TO OR DELAYED BY    
MORE THAN 30 CALENDAR DAYS AFTER THE ANNIVERSARY OF THE PRECEDING YEAR'S ANNUAL 
MEETING, NOTICE BY THE SHAREHOLDER TO BE TIMELY MUST BE SO DELIVERED NOT LATER  
THAN THE CLOSE OF BUSINESS ON THE LATER OF THE 90TH CALENDAR DAY PRIOR TO SUCH  
ANNUAL MEETING OR THE 10TH CALENDAR DAY FOLLOWING THE DAY ON WHICH PUBLIC       
ANNOUNCEMENT OF THE DATE OF SUCH MEETING IS FIRST MADE. IN NO EVENT SHALL THE   
PUBLIC ANNOUNCEMENT OF AN ADJOURNMENT OF AN ANNUAL MEETING COMMENCE A NEW TIME  
PERIOD FOR THE GIVING OF A SHAREHOLDER'S NOTICE AS DESCRIBED ABOVE. TO BE IN    
PROPER WRITTEN FORM, SUCH SHAREHOLDER'S NOTICE MUST SET FORTH OR INCLUDE: (i)   
THE NAME AND ADDRESS, AS THEY APPEAR ON THE CORPORATION'S BOOKS, OF THE         
SHAREHOLDER GIVING THE NOTICE AND OF THE BENEFICIAL OWNER, IF ANY, ON WHOSE     
BEHALF THE NOMINATION IS MADE; (ii) A REPRESENTATION THAT THE SHAREHOLDER GIVING
THE NOTICE IS A HOLDER OF RECORD OF STOCK OF THE CORPORATION ENTITLED TO VOTE AT
SUCH ANNUAL MEETING AND INTENDS TO APPEAR IN PERSON OR BY PROXY AT THE ANNUAL   
MEETING TO NOMINATE THE PERSON OR PERSONS SPECIFIED IN THE NOTICE; (iii) THE    
CLASS AND NUMBER OF SHARES OF STOCK OF THE CORPORATION OWNED BENEFICIALLY AND OF
RECORD BY THE SHAREHOLDER GIVING THE NOTICE AND BY THE BENEFICIAL OWNER, IF ANY,
ON WHOSE BEHALF THE NOMINATION IS MADE; (iv) A DESCRIPTION OF ALL ARRANGEMENTS  
OR UNDERSTANDINGS BETWEEN OR AMONG ANY OF (A) THE SHAREHOLDER GIVING THE NOTICE,
(B) THE BENEFICIAL OWNER ON WHOSE BEHALF THE NOTICE IS GIVEN, (C) EACH NOMINEE, 
AND (D) ANY OTHER PERSON OR PERSONS (NAMING SUCH PERSON OR PERSONS) PURSUANT TO 
WHICH THE NOMINATION OR NOMINATIONS ARE TO BE MADE BY THE SHAREHOLDER GIVING THE
NOTICE; (v) SUCH OTHER INFORMATION REGARDING EACH NOMINEE PROPOSED BY THE       
SHAREHOLDER GIVING THE NOTICE AS WOULD BE REQUIRED TO BE INCLUDED IN A PROXY    
STATEMENT FILED PURSUANT TO THE PROXY RULES OF THE SECURITIES AND EXCHANGE      
COMMISSION HAD THE NOMINEE BEEN NOMINATED, OR INTENDED TO BE NOMINATED, BY THE  
BOARD OF DIRECTORS; (vi) THE SIGNED CONSENT OF EACH NOMINEE TO SERVE AS A       
DIRECTOR OF THE CORPORATION IF SO ELECTED; AND (vii) WHETHER EITHER SUCH        
SHAREHOLDER OR BENEFICIAL OWNER INTENDS TO DELIVER A PROXY STATEMENT AND FORM OF
PROXY TO HOLDERS OF AT LEAST THE PERCENTAGE OF SHARES OF THE CORPORATION        
ENTITLED TO VOTE REQUIRED TO ELECT SUCH NOMINEE OR NOMINEES (AN AFFIRMATIVE     
STATEMENT OF SUCH INTENT, A "NOMINATION SOLICITATION NOTICE"). THE PRESIDING    
OFFICER OF ANY ANNUAL MEETING MAY, IF THE FACTS WARRANT, DETERMINE THAT A       
NOMINATION WAS NOT MADE IN ACCORDANCE WITH THIS ARTICLE 2, SECTION 12, AND IF HE
OR SHE SHOULD SO DETERMINE, HE OR SHE WILL SO DECLARE TO THE MEETING, AND THE   
DEFECTIVE NOMINATION WILL BE DISREGARDED. NOTWITHSTANDING THE FOREGOING         
PROVISIONS OF THIS ARTICLE 2,                                                   
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SECTION 12, A SHAREHOLDER MUST ALSO COMPLY WITH ALL APPLICABLE REQUIREMENTS OF  
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS  
THEREUNDER WITH RESPECT TO THE MATTERS SET FORTH IN THIS ARTICLE 2, SECTION 12. 

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 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.                                                            
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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 assigned 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.                                                                      

ARTICLE 5.                                                                      

CORPORATE SEAL.                                                                 

   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.                                                                       

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

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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.             

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 be 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   
filing 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         

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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.                 

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[GENCORP LOGO]                                                                  

John B. Yasinsky                                                                
Chairman and Chief Executive Officer                                            

July 2, 1999                                                                    

Dear Shareholder:                                                               

Enclosed is GenCorp's Proxy Statement in connection with the special            
shareholders meeting scheduled to be held on August 18, 1999. At the meeting,   
GenCorp will be seeking approval of the spin-off of its Performance Chemicals   
and Decorative & Building Products businesses as a separate publicly traded     
company. The Proxy Statement describes in detail both the new company, Omnova   
Solutions Inc., and GenCorp Inc. after the spin-off.                            

As described in the Proxy Statement, the Board is also requesting approval of   
various amendments to GenCorp's Articles of Incorporation and Code of           
Regulations and approval of the adoption of new Equity and Performance Incentive
Plans for both companies.                                                       

Your Board of Directors unanimously recommends that you vote "FOR" adoption of  
all four proposals. We believe the spin-off and related proposals will enhance  
the ability of both companies to create greater value for shareholders in the   
future.                                                                         

Your vote is important to us. Please take the time to complete and return the   
attached proxy card.                                                            

Sincerely,                                                                      

John B. Yasinsky                                                                

 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

GENCORP INC.

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

The undersigned hereby appoints WILLIAM R. PHILLIPS, EDWARD R. DYE and
MICHAEL E. HICKS, and each of them, his proxy, with full power of     
P   substitution, to vote all shares of common stock of GenCorp Inc. which the
   undersigned is entitled to vote at the Special Meeting of Shareholders to
be held at the offices of Jones, Day, Reavis & Pogue, North Point, 901
R   Lakeside Avenue, Cleveland, Ohio 44114 on August 18, 1999 and at any      
 adjournments thereof, and appoints the proxyholders to vote as directed
on the reverse side and in accordance with their judgement on matters 
O   incident to the conduct of the meeting and any matters of other business  
referred to in item 5.                                                

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE 
X   SHAREHOLDERS. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS    
RETURNED, SUCH SHARES WILL BE VOTED FOR ITEMS 1 THROUGH 4, AND IN     
ACCORDANCE WITH THE PROXYHOLDERS' JUDGEMENT ON MATTERS INCIDENT TO THE
Y   CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN   
 ITEM 5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 THROUGH 4.

 (CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)

                                                              [SEE REVERSE SIDE]

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 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
[X]  Please mark votes                                                          
as in this example.                                                   

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. 
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS     
RECOMMENDS.                                                                     

--------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4.
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                    
1. Proposal to approve the Distribution.    FOR  AGAINST  ABSTAIN  4.Proposal to adopt the Omnova Solutions      FOR AGAINST ABSTAIN
                                             [_]   [_]      [_]    Inc. 1999 Equity and Performance Incentive     [_]  [_]     [_]  
                                                                   Plan.                                                            
2. Proposal to amend GenCorp's Articles of  FOR  AGAINST  ABSTAIN                                                                   
   Incorporation and Code of Regulaations.   [_]   [_]      [_]    5.Upon matters incident to the conduct of the                    
                                                                   meeting and such other business as may                           
3. Proposal to adopt the New GenCorp 1999   FOR  AGAINST  ABSTAIN  properly come before the meeting or any                          
   Equity and Performance Incentive Plan      [_]   [_]     [_]    adjournments thereof.                                            

                                       Change of Address and [_]
                                   or Comments Mark Here

                                    Date _________________________, 1999

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

                                        ----------------------------------------
                                         Signature (if held jointly)

                                        IMPORTANT: Please sign your name exactly
                                      as it appears at left. When signing as
                                  attorney, executor, administrator,
                                        trustee, or guardian, give full title as
                                      such. If a corporation, please sign in
                                   full corporate name by President or
                              other authorized officer. If a
                                partnership, please sign in full
                                      partnership name by authorized person.

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[GENCORP LOGO]                                                                  

John B. Yasinsky                                                                
Chairman and Chief Executive Officer                                            

July 2, 1999                                                                    

Dear Shareholder:                                                               

Enclosed is GenCorp's Proxy Statement in connection with the special            
shareholders meeting scheduled to be held on August 18, 1999. At the meeting,   
GenCorp will be seeking approval of the spin-off of its Performance Chemicals   
and Decorative & Building Products businesses as a separate publicly traded     
company. The Proxy Statement describes in detail both the new company, Omnova   
Solutions Inc., and GenCorp Inc. after the spin-off.                            

As described in the Proxy Statement, the Board is also requesting approval of   
various amendments to GenCorp's Articles of Incorporation and Code of           
Regulations and approval of the adoption of new Equity and Performance Incentive
Plans for both companies.                                                       

Your Board of Directors unanimously recommends that you vote "FOR" adoption of  
all four proposals. We believe the spin-off and related proposals will enhance  
the ability of both companies to create greater value for shareholders in the   
future.                                                                         

Your vote is important to us. Please take the time to complete and return the   
attached proxy card.                                                            

Sincerely,                                                                      

John B. Yasinsky                                                                

 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
CONFIDENTIAL VOTING INSTRUCTIONS
 TO: MELLON BANK, N.A., TRUSTEE FOR THE GENCORP INC.
SAVINGS AND PROFIT SHARING PLANS

YOUR VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY

   I hereby authorize the Trustee, to vote (or cause to be voted) all shares
 P   of common stock of GenCorp Inc. which may be allocated to my account in the
GenCorp Stock Fund of the GenCorp Retirement Savings Plan and/or the  
  GenCorp Profit Sharing Plan at the Special Meeting of Shareholders to be
 R   held at the offices of Jones, Day Reavis & Pogue, North Point, 901 Lakeside
  Avenue, Cleveland, Ohio 44114 on August 18, 1999 and at any adjournments
thereof, and direct the Trustee to vote as instructed below and in    
O   accordance with its judgement on matters incident to the conduct of the   
meeting and any matters of other business referred to in item 5.      

 THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM WILL BE VOTED AS
X   DIRECTED BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY  
     EXECUTED VOTING INSTRUCTION FORM IS RETURNED, SUCH SHARES WILL BE VOTED FOR
ITEMS 1 THROUGH 4, AND IN ACCORDANCE WITH THE TRUSTEES' JUDGEMENT ON  
Y   MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER   
BUSINESS REFERRED TO IN ITEM 5.                                       

 (CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)

                                                              [SEE REVERSE SIDE]

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 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
[X]  Please mark votes                                                          
as in this example.                                                   

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. 
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS     
RECOMMENDS.                                                                     

--------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4.
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                    
1. Proposal to approve the Distribution.    FOR  AGAINST  ABSTAIN  4.Proposal to adopt the Omnova Solutions      FOR AGAINST ABSTAIN
                                             [_]   [_]      [_]    Inc. 1999 Equity and Performance Incentive     [_]  [_]     [_]  
                                                                   Plan.                                                            
2. Proposal to amend GenCorp's Articles of  FOR  AGAINST  ABSTAIN                                                                   
   Incorporation and Code of Regulaations.   [_]   [_]      [_]    5.Upon matters incident to the conduct of the                    
                                                                   meeting and such other business as may                           
3. Proposal to adopt the New GenCorp 1999   FOR  AGAINST  ABSTAIN  properly come before the meeting or any                          
   Equity and Performance Incentive Plan      [_]   [_]     [_]    adjournments thereof.                                            

                                       Change of Address and [_]
                                   or Comments Mark Here

                                    Date _________________________, 1999

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

                                 IMPORTANT:  Please sign your name
                                  exactly as it appears at left.  If
                                      GenCorp's proxy solicitor, Georgeson &
                                     Company, the trustee's agent for this
                                purpose, does not receive voting
                                     instructions from you by the close of
                                      business on August 12, 1999, GenCorp's
                                  Benefits Management Committee will
                                       instruct the trustee to vote the shares
                                 in favor of each of the proposals
                               specified in items 1 through 4.

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[GENCORP LOGO]                                                                  

John B. Yasinsky                                                                
Chairman and Chief Executive Officer                                            

July 2, 1999                                                                    

Dear Shareholder:                                                               

Enclosed is GenCorp's Proxy Statement in connection with the special            
shareholders meeting scheduled to be held on August 18, 1999. At the meeting,   
GenCorp will be seeking approval of the spin-off of its Performance Chemicals   
and Decorative & Building Products businesses as a separate publicly traded     
company. The Proxy Statement describes in detail both the new company, Omnova   
Solutions Inc., and GenCorp Inc. after the spin-off.                            

As described in the Proxy Statement, the Board is also requesting approval of   
various amendments to GenCorp's Articles of Incorporation and Code of           
Regulations and approval of the adoption of new Equity and Performance Incentive
Plans for both companies.                                                       

Your Board of Directors unanimously recommends that you vote "FOR" adoption of  
all four proposals. We believe the spin-off and related proposals will enhance  
the ability of both companies to create greater value for shareholders in the   
future.                                                                         

Your vote is important to us. Please take the time to complete and return the   
attached proxy card.                                                            

Sincerely,                                                                      

John B. Yasinsky                                                                

 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
CONFIDENTIAL VOTING INSTRUCTIONS
TO: ROYAL TRUST CORPORATION OF CANADA, TRUSTEE FOR THE GENCORP
CANADA INC. SAVINGS PLAN

YOUR VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY

   I hereby authorize the Trustee, to vote (or cause to be voted) all shares
 P   of common stock of GenCorp Inc. which may be allocated to my account in the
   GenCorp Stock Fund of the GenCorp Canada Inc. Savings Plan at the Special
  Meeting of Shareholders to be held at the offices of Jones, Day Reavis &
R   Pogue, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 on August  
     18, 1999 and at any adjournments thereof, and direct the Trustee to vote as
   instructed below and in accordance with its judgement on matters incident
 O   to the conduct of the meeting and any matters of other business referred to
in item 5.                                                            

X   THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM WILL BE VOTED AS   
  DIRECTED BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY
     EXECUTED VOTING INSTRUCTION FORM IS RETURNED, SUCH SHARES WILL BE VOTED FOR
Y   ITEMS 1 THROUGH 4, AND IN ACCORDANCE WITH THE TRUSTEES' JUDGEMENT ON      
 MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER
BUSINESS REFERRED TO IN ITEM 5.                                       

 (CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)

                                                              [SEE REVERSE SIDE]

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 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
[X]  Please mark votes                                                          
as in this example.                                                   

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. 
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS     
RECOMMENDS.                                                                     

--------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4.
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                    
1. Proposal to approve the Distribution.    FOR  AGAINST  ABSTAIN  4.Proposal to adopt the Omnova Solutions      FOR AGAINST ABSTAIN
                                             [_]   [_]      [_]    Inc. 1999 Equity and Performance Incentive     [_]  [_]     [_]  
                                                                   Plan.                                                            
2. Proposal to amend GenCorp's Articles of  FOR  AGAINST  ABSTAIN                                                                   
   Incorporation and Code of Regulaations.   [_]   [_]      [_]    5.Upon matters incident to the conduct of the                    
                                                                   meeting and such other business as may                           
3. Proposal to adopt the New GenCorp 1999   FOR  AGAINST  ABSTAIN  properly come before the meeting or any                          
   Equity and Performance Incentive Plan      [_]   [_]     [_]    adjournments thereof.                                            

                                       Change of Address and [_]
                                   or Comments Mark Here

                                    Date _________________________, 1999

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

                                 IMPORTANT:  Please sign your name
                                  exactly as it appears at left.  If
                                      GenCorp's proxy solicitor, Georgeson &
                                     Company, the trustee's agent for this
                                purpose, does not receive voting
                                     instructions from you by the close of
                                      business on August 12, 1999, GenCorp's
                                  Benefits Management Committee will
                                       instruct the trustee to vote the shares
                                 in favor of each of the proposals
                               specified in items 1 through 4.

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[GENCORP LOGO]                                                                  

John B. Yasinsky                                                                
Chairman and Chief Executive Officer                                            

July 2, 1999                                                                    

Dear Shareholder:                                                               

Enclosed is GenCorp's Proxy Statement in connection with the special            
shareholders meeting scheduled to be held on August 18, 1999. At the meeting,   
GenCorp will be seeking approval of the spin-off of its Performance Chemicals   
and Decorative & Building Products businesses as a separate publicly traded     
company. The Proxy Statement describes in detail both the new company, Omnova   
Solutions Inc., and GenCorp Inc. after the spin-off.                            

As described in the Proxy Statement, the Board is also requesting approval of   
various amendments to GenCorp's Articles of Incorporation and Code of           
Regulations and approval of the adoption of new Equity and Performance Incentive
Plans for both companies.                                                       

Your Board of Directors unanimously recommends that you vote "FOR" adoption of  
all four proposals. We believe the spin-off and related proposals will enhance  
the ability of both companies to create greater value for shareholders in the   
future.                                                                         

Your vote is important to us. Please take the time to complete and return the   
attached proxy card.                                                            

Sincerely,                                                                      

John B. Yasinsky                                                                

 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
CONFIDENTIAL VOTING INSTRUCTIONS
TO: THE TRUSTEE FOR THE GENCORP INC.
 STOCK INCENTIVE COMPENSATION PLAN

YOUR VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY

   I hereby authorize the Trustee, to vote (or cause to be voted) all shares
 P   of common stock of GenCorp Inc. which may be allocated to my account in the
   GenCorp Stock Incentive Compensation Plan Trust at the Special Meeting of
    Shareholders to be held at the offices of Jones, Day Reavis & Pogue, North
 R   Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 on August 18, 1999 and at
any adjournments thereof, and direct the Trustee to vote as instructed
below and in accordance with its judgement on matters incident to the 
O   conduct of the meeting and any matters of other business referred to in   
item 5.                                                               

 THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM WILL BE VOTED AS
X   DIRECTED BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY  
     EXECUTED VOTING INSTRUCTION FORM IS RETURNED, SUCH SHARES WILL BE VOTED FOR
ITEMS 1 THROUGH 4, AND IN ACCORDANCE WITH THE TRUSTEES' JUDGEMENT ON  
Y   MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER   
BUSINESS REFERRED TO IN ITEM 5.                                       

 (CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)

                                                              [SEE REVERSE SIDE]

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 PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
[X]  Please mark votes                                                          
as in this example.                                                   

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. 
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS     
RECOMMENDS.                                                                     

--------------------------------------------------------------------------------
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4.
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                                                                    
1. Proposal to approve the Distribution.    FOR  AGAINST  ABSTAIN  4.Proposal to adopt the Omnova Solutions      FOR AGAINST ABSTAIN
                                             [_]   [_]      [_]    Inc. 1999 Equity and Performance Incentive     [_]  [_]     [_]  
                                                                   Plan.                                                            
2. Proposal to amend GenCorp's Articles of  FOR  AGAINST  ABSTAIN                                                                   
   Incorporation and Code of Regulaations.   [_]   [_]      [_]    5.Upon matters incident to the conduct of the                    
                                                                   meeting and such other business as may                           
3. Proposal to adopt the New GenCorp 1999   FOR  AGAINST  ABSTAIN  properly come before the meeting or any                          
   Equity and Performance Incentive Plan      [_]   [_]     [_]    adjournments thereof.                                            

                                       Change of Address and [_]
                                   or Comments Mark Here

                                    Date _________________________, 1999

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

                                 IMPORTANT:  Please sign your name
                                  exactly as it appears at left.  If
                                      GenCorp's proxy solicitor, Georgeson &
                                     Company, the trustee's agent for this
                                purpose, does not receive voting
                                     instructions from you by the close of
                                      business on August 12, 1999, GenCorp's
                                  Benefits Management Committee will
                                       instruct the trustee to vote the shares
                                 in favor of each of the proposals
                               specified in items 1 through 4.