exv4w1







EXHIBIT 4.1




GENCORP RETIREMENT SAVINGS PLAN




[This document incorporates all

amendments to the Plan adopted

through June 24, 2008]           




 









 





GENCORP RETIREMENT SAVINGS PLAN

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	 	 	PAGE
	ARTICLE 1 - DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Account
	 	 	1	 
	1.2 Administrative Committee
	 	 	2	 
	1.3 After-Tax Contribution
	 	 	2	 
	1.4 Before-Tax Contribution
	 	 	2	 
	1.5 Basic Contribution
	 	 	2	 
	1.6 Beneficiary
	 	 	2	 
	1.7 Code
	 	 	2	 
	1.8 Company
	 	 	2	 
	1.9 Company Share
	 	 	2	 
	1.10 Compensation
	 	 	2	 
	1.11 Controlled Group
	 	 	3	 
	1.12 Controlled Group Member
	 	 	3	 
	1.13 Director
	 	 	3	 
	1.14 Disability
	 	 	3	 
	1.15 Distribution Request
	 	 	4	 
	1.16 Diversified Equity Fund
	 	 	4	 
	1.17 Effective Date
	 	 	4	 
	1.18 Eligible Employee
	 	 	4	 
	1.19 Employee
	 	 	4	 
	1.20 Employee Contribution
	 	 	4	 
	1.21 Employer
	 	 	4	 
	1.22 Enrollment
	 	 	5	 
	1.23 Enrollment Change
	 	 	5	 
	1.24 ERISA
	 	 	5	 
	1.25 GenCorp Stock Fund
	 	 	5	 
	1.26 Highly Compensated Employee
	 	 	5	 
	1.27 Interest Income Fund
	 	 	7	 
	1.28 Investment Fund
	 	 	7	 
	1.29 Investment Manager
	 	 	7	 
	1.30 Layoff Status
	 	 	7	 
	1.31 Benefits Management Committee
	 	 	7	 
	1.32 Matching Contribution
	 	 	8	 
	1.33 Member
	 	 	8	 
	1.34 Plan
	 	 	8	 






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GENCORP RETIREMENT SAVINGS PLAN

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(cont)




	 	 	 	 	 
	 	 	PAGE
	1.35 Plan Share
	 	 	8	 
	1.36 Plan Year
	 	 	8	 
	1.37 Qualified Plan
	 	 	8	 
	1.38 Rollover Contribution
	 	 	8	 
	1.39 Salary Deferral Agreement
	 	 	8	 
	1.40 Salary Reduction Agreement
	 	 	9	 
	1.41 Supplemental Contribution
	 	 	9	 
	1.42 Trust Agreement
	 	 	9	 
	1.43 Trust Fund
	 	 	9	 
	1.44 Trustee
	 	 	9	 
	1.45 Valuation Date
	 	 	9	 
	1.46 Leased Employee
	 	 	10	 
	1.47 Monthly Valuation Date
	 	 	10	 
	1.48 Military Differential Pay
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 2 - ELIGIBILITY, MEMBERSHIP AND ENROLLMENT
	 	 	11	 
	 
	 	 	 	 
	2.1 Eligibility
	 	 	11	 
	2.2 Membership
	 	 	11	 
	2.3 Exclusion From Participation
	 	 	11	 
	2.4 Termination of Employment
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 3 - CONTINUOUS SERVICE
	 	 	13	 
	 
	 	 	 	 
	3.1 Continuous Service
	 	 	13	 
	3.2 Service Definitions
	 	 	13	 
	3.3 Special Rules
	 	 	14	 
	3.4 Approved Leave of Absence
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 4 - EMPLOYEE CONTRIBUTIONS
	 	 	15	 
	 
	 	 	 	 
	4.1 Amount of Employee Contributions
	 	 	15	 
	4.2 Changes in Contributions
	 	 	16	 
	4.3 Suspension and Resumption of Contributions
	 	 	17	 
	4.4 Reduction in Employee Contributions
	 	 	17	 
	4.5 Transfer and Allocation to Accounts
	 	 	17	 






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GENCORP RETIREMENT SAVINGS PLAN

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	 	 	PAGE
	ARTICLE 5 - MATCHING CONTRIBUTIONS
	 	 	19	 
	 
	 	 	 	 
	5.1 Matching Contributions
	 	 	19	 
	5.2 Amount and Form of Payments
	 	 	20	 
	5.3 Time of Matching Contributions
	 	 	21	 
	5.4 Allocation of Matching Contributions
	 	 	21	 
	5.5 Limitation on Transfer
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 6 - TRUST FUND AND INVESTMENT FUNDS
	 	 	22	 
	 
	 	 	 	 
	6.1 Trust Agreement
	 	 	22	 
	6.2 The Trustee
	 	 	22	 
	6.3 Separate Investment Funds
	 	 	23	 
	6.4 Temporary Investment
	 	 	25	 
	6.5 Investment Managers
	 	 	26	 
	6.6 Payment of Expenses
	 	 	26	 
	6.7 Use of Assets
	 	 	27	 
	6.8 OMNOVA Stock Fund
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 7 - INVESTMENT OPTIONS AND ELECTIONS
	 	 	29	 
	 
	 	 	 	 
	7.1 Investment Options
	 	 	29	 
	7.2 Changes in Investment Funds
	 	 	29	 
	7.3 Transfers
	 	 	29	 
	7.4 Matching Contributions
	 	 	30	 
	7.5 Accounts
	 	 	30	 
	7.6 Directions to Trustee
	 	 	31	 
	7.7 Member Responsibility for Selection of Funds
	 	 	31	 
	7.8 Voting and Tendering of Company Shares
	 	 	32	 
	7.9 OMNOVA Stock Fund Accounts
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 8 - VALUATION OF ASSETS AND PLAN SHARES
	 	 	34	 
	 
	 	 	 	 
	8.1 Valuation of Assets
	 	 	34	 
	8.2 Determination of Plan Share Values
	 	 	35	 
	8.3 Adjustments to Member Accounts
	 	 	35	 
	8.4 Values on Days other than Valuation Dates
	 	 	35	 
	8.5 Statement of Accounts
	 	 	35	 






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GENCORP RETIREMENT SAVINGS PLAN

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	 	 	PAGE
	ARTICLE 9 - VESTING AND REPAYMENT
	 	 	36	 
	 
	 	 	 	 
	9.1 Vesting of Interests
	 	 	36	 
	9.2 Repayment of Contributions
	 	 	37	 
	9.3 Unclaimed Distribution
	 	 	38	 
	 
	 	 	 	 
	ARTICLE 10 - DISTRIBUTIONS TO MEMBERS
	 	 	39	 
	 
	 	 	 	 
	10.1 Regular Distributions
	 	 	39	 
	10.2 Hardship Distribution
	 	 	40	 
	10.3 Termination Distributions to Members
	 	 	42	 
	10.4 Time and Form of Distributions
	 	 	44	 
	10.5 Reemployment of Member
	 	 	44	 
	10.6 Direct Rollovers
	 	 	44	 
	10.7 Loans
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 11 - DISTRIBUTIONS TO BENEFICIARIES AND ALTERNATE PAYEES
	 	 	49	 
	 
	 	 	 	 
	11.1 Distributions to Beneficiaries
	 	 	49	 
	11.2 Designation of Beneficiary
	 	 	49	 
	11.3 Form and Time of Distribution
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 12 - SPECIAL DISTRIBUTION PROVISIONS
	 	 	50	 
	 
	 	 	 	 
	12.1 Distribution Election
	 	 	50	 
	12.2 Mandatory Distribution
	 	 	50	 
	12.3 Death of Member
	 	 	53	 
	12.4 Death of Beneficiary
	 	 	53	 
	12.5 Legal Capacity
	 	 	53	 
	12.6 Delayed Payment
	 	 	54	 






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GENCORP RETIREMENT SAVINGS PLAN

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	 	 	PAGE
	ARTICLE 13 - ADMINISTRATION OF THE PLAN
	 	 	54	 
	 
	 	 	 	 
	13.1 Administrator
	 	 	54	 
	13.2 Administrative Committee
	 	 	54	 
	13.3 Benefits Management Committee
	 	 	55	 
	13.4 Named Fiduciaries
	 	 	56	 
	13.5 Authority and Duties of Various Fiduciaries
	 	 	56	 
	13.6 Delegation
	 	 	59	 
	13.7 Multiple Capacities
	 	 	59	 
	13.8 Compensation and Expenses of Fiduciaries
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 14 - CLAIM PROCEDURES
	 	 	59	 
	 
	 	 	 	 
	14.1 Claim
	 	 	59	 
	14.2 Initial Determination
	 	 	59	 
	14.3 Review
	 	 	60	 
	14.4 Effect of Decision
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 15 - ADOPTION OF PLAN BY CONTROLLED GROUP MEMBERS
	 	 	61	 
	 
	 	 	 	 
	15.1 Plan Adoption Procedure
	 	 	61	 
	15.2 Effect of Plan Adoption
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 16 - AMENDMENT AND TERMINATION
	 	 	62	 
	 
	 	 	 	 
	16.1 Amendment
	 	 	62	 
	16.2 Termination
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 17 - CONSOLIDATION AND TRANSFER
	 	 	63	 
	 
	 	 	 	 
	17.1 Consolidation
	 	 	63	 
	17.2 Transfer
	 	 	64	 
	17.3 Preservation of Benefits
	 	 	64	 






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GENCORP RETIREMENT SAVINGS PLAN

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	 	 	PAGE
	ARTICLE 18 - ADDITIONAL PROVISIONS
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 19 - MISCELLANEOUS
	 	 	64	 
	 
	 	 	 	 
	19.1 Benefits Payable from Trust Fund
	 	 	64	 
	19.2 Payments for Exclusive Benefits of Members
	 	 	65	 
	19.3 Address of Record
	 	 	65	 
	19.4 Elections
	 	 	65	 
	19.5 No Right to Continued Employment
	 	 	65	 
	19.6 No Assurance
	 	 	66	 
	19.7 Time of Action
	 	 	66	 
	19.8 Headings
	 	 	66	 
	19.9 Use of Masculine Terms
	 	 	66	 
	19.10 Ohio Law to Govern
	 	 	66	 
	19.11 Inalienability of Benefits and Interest
	 	 	66	 
	19.12 Severability
	 	 	67	 
	19.13 Veterans’ Reemployment Rights
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 20 - TERMS OF MERGERS OR CONSOLIDATIONS
	 	 	68	 
	 
	 	 	 	 
	20.1 Merger with Aerojet Savings Plan
	 	 	68	 
	20.2 Merger with GenCorp Non-Bargaining Employees’ Savings Plan
	 	 	70	 
	20.3 Merger with Aerojet Bargaining Unit Savings Plan
	 	 	71	 
	20.4 Spin-Off of OMNOVA Solutions Inc. on October 1, 1999
	 	 	72	 
	20.5 [None]
	 	 	74	 
	20.6 Transfer of Account Balances to Aerojet Fine Chemicals LLC
Retirement Savings Plan
	 	 	75	 
	20.7 Merger with GenCorp Profit Sharing Plan
	 	 	75	 
	20.8 Transfer of Account Balances to OMNOVA Solutions
Retirement Savings Plan
	 	 	76	 
	20.9 Merger with Draftex Retirement Savings Plan
	 	 	77	 
	20.10 Merger with GenCorp Bargaining Unit Employees’ Savings Plan
	 	 	79	 
	20.11 Merger with Defined Contribution Pension Plan for Hourly Employees
	 	 	79	 
	20.12 Merger with Aerojet Fine Chemicals Retirement Savings Plan
	 	 	80	 






vi









 






LIST OF SCHEDULES AND APPENDICES




SCHEDULE A — CATEGORIES OF INELIGIBLE EMPLOYEES




SCHEDULE B — INVESTMENT FUNDS AVAILABLE TO MEMBERS




APPENDIX A — NONDISCRIMINATION REQUIREMENTS




APPENDIX B — LIMITATIONS ON ALLOCATIONS




APPENDIX C — TOP-HEAVY PROVISIONS




vii









 





GENCORP RETIREMENT SAVINGS PLAN




     Effective as of l July l989, GenCorp Inc. adopted the savings and investment plan set forth
herein on behalf of itself and each corporation 50% or more of whose voting shares were owned by
the Company, directly or indirectly, and which adopts the Plan with the Company’s approval.
Effective as of October 1, 1999, the Plan was amended to be a multiple employer plan as
described in Section 20.4. Effective as of December 1, 2000, the Plan was amended to be a
single employer plan as described in Section 20.8. The Plan is intended to be a profit sharing
plan which incorporates a cash or deferred arrangement in accordance with Code section 401(k).
Effective as of January 1, 2004, the Plan was amended to qualify for ”safe harbor” status for
purposes of determining whether the Plan satisfies the pre-tax deferral nondiscrimination
requirements under Section 401(k) of the Internal Revenue Code.



Article 1




Definitions




     The following words as used in the Plan shall have the meanings set forth in this Article 1
unless the context clearly implies otherwise. Certain additional terms are defined in other
Provisions of the Plan.



     1.1 “Account” means the records maintained hereunder to reflect the amount and
value of a Member’s interest in the Trust Fund and each Investment Fund, associated with
Employee Contributions, Rollover Contributions, Matching Contributions, distributions and
investment earnings and results.



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     1.2 “Administrative Committee” means the Committee designated in Section l3.2.



     1.3 “After-Tax Contribution” means a contribution which a Member may elect to make
to the Trust Fund from his Compensation after deduction of taxes.



     1.4 “Before-Tax Contribution” means an Employer contribution to the Trust Fund that
is allocated to a Member’s Account pursuant to a Salary Reduction Agreement.



     1.5 “Basic Contribution” means any Employee Contribution by or for a Member for a
Plan Year which is not in excess of six percent of the Member=s Compensation for the Plan
Year.



     1.6 “Beneficiary” means the one or more persons or entities designated pursuant to
Section 11.2 or otherwise entitled to receive a distribution of a Member’s interest in the Plan
if he dies.



     1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     1.8 “Company” means GenCorp Inc., an Ohio corporation.



     1.9 “Company Share” means a share of the voting common stock of the Company.



     1.10 “Compensation” means the amount of regular wages or base salary, cash bonuses,
commissions, pay for overtime work, and Military Differential Pay which an Employer actually
pays (or would have paid but for a Salary Reduction Agreement or Salary Deferral Agreement) to a
Member during a Plan Year, but excludes (a) any other amount paid under an employment agreement
or employee benefit or compensation plan unless such agreement or plan expressly provides that
such amount shall be included in Compensation for purposes of this Plan and is approved by the
Administrative Committee, and (b) any amount which is earned but payment of
which is deferred by election of a Member or otherwise, except pursuant to a Salary Reduction
Agreement or Salary Deferral Agreement.



-2-









 





     Effective as of November 1, 1997, the annual compensation of a Member for a Plan Year, which
is taken into account for any purpose, shall not exceed $170,000, as adjusted in regulations
prescribed by the Secretary of the Treasury.




     1.11 “Controlled Group” means the Company and any and all (a) corporations (50% or
more of whose voting stock is owned or controlled by the Company, directly or indirectly) and
(b) unincorporated trades and businesses owned or controlled by the Company, directly or
indirectly, and the employees of which, together with employees of the Company, are required to
be treated as employees of a single employer under Code Section 414, including regulations
prescribed by the Secretary of the Treasury thereunder.




     1.12 “Controlled Group Member” means each corporation or
unincorporated trade or
business that is or was a member of the Controlled Group, but only during such period as it is
or was such a member.




     1.13 “Director” means each and every person who serves as a director of the
Company.




     1.14 “Disability” means the inability of a Member to perform the duties assigned to
him by an Employer for an extended period of time due to a mental or physical condition. The
determination of a Member’s Disability shall be made by the Company after receiving competent
medical advice by a physician satisfactory to the Company and independent of a determination of
Disability under any other employee benefit plan maintained by any Controlled Group Member.




     1.15 “Distribution Request” means the process (using a website, telephone voice
response system or paper forms, prescribed by the Company for use by a Member to obtain a
distribution of all or part of the Plan Shares credited to his Account.



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     1.16 “Diversified Equity Fund” means one of the Investment Funds, the assets of
which are invested primarily in the shares of the common stock and equity securities of
companies other than the Company.




     1.17 “Effective Date” means 1 July 1989, the first day on which the Plan becomes
effective.




     1.18 “Eligible Employee” means an Employee who is described in Section 2.1 and not
excluded under Section 2.3.




     1.19 “Employee” means any person who is employed by any Controlled Group Member
including: (a) an Employee who is in Layoff Status; (b) a Leased Employee, but only for purposes
of the requirements of Code section 414(n)(3); and (c) individuals who are treated as Employees
of an Employer pursuant to regulations under Code section 414(o).




     1.20 “Employee Contribution” means each and all of a Member’s After-Tax
Contributions and the Employer contributions allocated to the Member’s Account as Before-Tax
Contributions. For purposes of this Plan, an Employee Contribution made “for” a Member refers
to the allocation by the Trustee of Employer contributions to the Member’s Account as Before-Tax
Contributions, rather than to the payment of such Employer contributions to the Trust Fund.




     1.21 “Employer” means any Controlled Group Member which adopts the Plan with the
Company’s consent.




     1.22 “Enrollment” means the process (using a website, telephone voice-response
system or paper forms, prescribed by the Company for use in connection with enrollment of
Members in the Plan.



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     1.23 “Enrollment Change” means the use of the Enrollment process by a Member to
request (i) a change in his rate of contributions in accordance with Section 4.2; (ii)
suspension of his contributions in accordance with Section 4.3(a); (iii) a change in his
election of investment options in accordance with Section 7.2; or (iv) a transfer between
Investment Funds in accordance with Section 7.3.




     1.24 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time.




     1.25 “GenCorp Stock Fund” means one of the Investment Funds, the assets of which
shall consist primarily of Company Shares.




     1.26 “Highly Compensated Employee” means a “highly compensated active employee” or
a “highly compensated former employee” as determined below. For purposes of this Section 1.26
the determination year shall be the Plan Year. The look-back year shall be the twelve-month
period immediately preceding the determination year. In determining an individual’s
Compensation under this Section, Compensation from each Employer required to be aggregated under
Code sections 414(b),(c),(m) and (o) will be taken into account. For purposes of this section,
the determination of Compensation will be made in accordance with Code section 415(c)(3) and
without regard to Code sections 125, 401(e)(3), 401(h)(1)(B) and, in the case of Employer
contributions made pursuant to a salary reduction agreement, without regard to Code section
403(b).




     (a) (1) The term “highly compensated employee” means any employee who: (1)



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was a five
percent owner at any time during the year or the preceding year, or (2) for the
preceding year had compensation from the Company in excess of $80,000, as adjusted in
regulations prescribed by the Secretary of the Treasury, and, if the Company so
elects, was in the top-paid group for the preceding year.




     (2) The term Highly Compensated Employee also includes: (i) Employees who are
both described in the preceding sentence if the term “determination year” is
substituted for the term “look-back year” and the Employee is one of the 100
Employees who received the most Compensation from an Employer during the
determination year; and (ii) Employees who are 5 percent owners at any time during
the look-back year or determination year.




     (b) The term “highly compensated former employee” includes any Employee who separated
from service (or was deemed to have separated) prior to the determination year, performs no
service for the Employer during the determination year, and was a highly compensated active
employee for either the separation year or any determination year ending on or after the
Employee’s 55th birthday.




     (c) If an Employee is, during a determination year or look-back year, a family member
of either a 5 percent owner who is an active or former Employee or a Highly Compensated
Employee who is one of the 10 most highly compensated employees ranked on the basis of
Compensation paid by an Employer during such year, then the family member and the 5 percent
owner or top-ten Highly Compensated Employee shall be aggregated. In such case, the family
member and 5 percent owner or top-ten Highly Compensated Employee shall be treated as a
single Employee receiving Compensation and plan contributions or benefits equal to the



-6-









 







sum
of such Compensation and contributions or benefits of the family member and 5 percent owner
or top-ten Highly Compensated Employee. For purposes of this section, family member
includes the spouse, lineal ascendants and descendants of the Employee or former Employee
and the spouses of such lineal ascendants and descendants.




     (d) The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group, the top 100
Employees, the number of Employees treated as officers and the Compensation that is
considered, will be made in accordance with Code section 414(q) and the regulations
thereunder.




     1.27 “Interest Income Fund” means one of the Investment Funds, the assets of which
shall consist primarily of investment contracts.




     1.28 “Investment Fund” means each and every fund described in Section 6.3.




     1.29 “Investment Manager” means any person who the Benefits Management Committee
designates pursuant to Section 6.5 and is either a registered investment advisor, bank or insurance
company as described in ERISA section 3(38).




     1.30 “Layoff Status” means the status of an Employee during the period of time when he
is laid off and ceases active work due to curtailment or reduction in force and ends upon his
return to work or, if earlier, one year from the date of layoff.




     1.31 “Benefits Management Committee” means the Committee designated in Section 13.3.




     1.32 “Matching Contribution” means the Employer contributions which are allocated to
the GenCorp Stock Fund for the benefit of Members pursuant to Section 5.1.



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     1.33 “Member” means a person (a) who is eligible to participate in the Plan under
Article 2 and is making Employee Contributions to the Plan, or (b) who is no longer making Employee
Contributions to the Plan but still has Plan Shares credited to his Account in the Trust Fund.




     1.34 “Plan” means the GenCorp Retirement Savings Plan, the terms of which are set
forth herein, and the Trust Agreement, as amended or restated from time to time.




     1.35 “Plan Share” means each and every share or unit of value credited to a Member’s
Account under the Plan, representing his proportionate interest in each Investment Fund and the
Trust Fund.




     1.36 “Plan Year” means the calendar year. In 2003, there shall be a short Plan Year
beginning on November 1 and ending on December 31.




     1.37 “Qualified Plan” means an employee benefit plan that is qualified under Code
section 401(a).




     1.38 “Rollover Contribution” means the contribution which a Member may elect to make
to the Trust Fund pursuant to Section 4.1(b).




     1.39 “Salary Deferral Agreement” means an arrangement pursuant to which a Member may
elect to decrease, or to forego an increase in, the amount of his Compensation which his Employer
otherwise would have paid to him in cash, and have an equal amount (i) applied to obtain additional
benefits under a cafeteria benefits plan (as defined in Code section l25) maintained by his
Employer or (ii) allocated to his Account under a qualified cash or deferred arrangement (as
defined in Code section 40l(k)) maintained by his Employer.




     1.40 “Salary Reduction Agreement” means an arrangement made under the Plan pursuant to
which a Member agrees to reduce, or to forego an increase in, the amount of his Compensation
paid



-8-









 







directly to him in return for an allocation of Employer contributions in an equal amount to the
Member’s Account.




     1.41 “Supplemental Contribution” means any Employee Contribution by or for a Member
for a Plan Year that is in excess of six percent of the Member’s Compensation for the Plan Year.




     1.42 “Trust Agreement” means the agreement or agreements executed by the Company and
the Trustee which establishes a Trust Fund for investment, reinvestment, administration and
distribution of contributions made under the Plan, and the earnings thereon, as amended from time
to time.




     1.43 “Trust Fund” means each and all of the assets of the Plan held by the Trustee
pursuant to the Trust Agreement.




     1.44 “Trustee” means the person who has entered into the Trust Agreement as Trustee
and any person who is appointed as successor and becomes a party to the Trust Agreement.




     1.45 “Valuation Date” means every day except (a) Saturdays and Sundays; (b) New Year’s
Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Christmas Day and any other day on which the New York Stock Exchange is not open for trading; (c)
the business day falling immediately before (i) Martin Luther King, Jr. Day, (ii) Columbus Day,
(iii) Veterans Day and (iv) any other day on which the New York Stock Exchange is open for trading
but the federal wire system for banking is closed; and (d) any day on which the Trustee, for
reasons beyond its control, is unable to determine the total fair market value of assets held by it
in any Investment Fund.




     1.46 “Leased Employee” means any person (other than an employee of the recipient) who
pursuant to an agreement between the recipient and any other person (“leasing organization”) has



-9-









 




performed services for the recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)(6) on a substantially full time basis for a period of at least
one year, and such services are performed under the direction and control of the recipient
employer.




     Contributions or benefits provided to a Leased Employee by the leasing organization which are
attributable to services performed for the recipient employer shall be treated as provided by the
recipient employer.



     A Leased Employee shall not be considered an Employee of the recipient if: (i) such employee
is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution
rate of at least 10 percent of compensation, as defined in Code section 415(c)(3), but including
amounts contributed pursuant to a salary reduction agreement which are excludable from the
employee’s gross income under Code sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) Leased Employees do not constitute more
than 20 percent of the recipient’s nonhighly compensated workforce.



     1.47 “Monthly Valuation Date” means the last day of each calendar month.



     1.48 “Military Differential Pay” means payments made voluntarily by an Employer to a
Member, pursuant to a formal policy or directive of the Employer, while the Member is on active
military duty with the armed forces of the United States or while the Member is training with a
recognized military reserve unit.



Article 2




Eligibility, Membership and Enrollment




-10-









 






     2.1 Eligibility. Each Employee who is not excluded
under Section 2.3 is an Eligible Employee and eligible to
participate in the Plan as a Member on and subject to the terms of the Plan. The Company will
notify each Eligible Employee of his eligibility to participate in the Plan.



     2.2 Membership. By completing Enrollment in the Plan in accordance with procedures
established by the Company, each Eligible Employee may commence participation in the Plan as of the
first day of the first payroll period commencing after such Enrollment.



     2.3 Exclusion From Participation.




     (a) Ineligible Employees. No Employee can become an Eligible Employee, and no
Member may continue to make or have made for him any Employee Contributions, if (i) he is
now or hereafter in a category of Employees set forth in Schedule A, (ii) he is
employed in a collective bargaining unit and represented by a recognized collective
bargaining agent, unless (x) he is covered by a collective bargaining agreement expressly
providing for participation in the Plan, (y) such agent has not had the opportunity to
bargain in respect of such participation, or (z) his Employer has a good faith bargaining
obligation to continue such participation during any period of good faith bargaining with
such agent; (iii) he is a nonresident alien who receives no earned income (within the
meaning of Code section 9ll(d)(2)) from an Employer which constitutes income from sources
within the United States (within the meaning of Code section 86l(a)(3)); (iv) he is
considered to be an Employee solely because he is a Leased Employee, or he is performing
services for an Employer pursuant to an agreement between the Employer and a leasing
organization but he is not a Leased Employee; (v) he is an individual treated as an Employee
of an Employer pursuant to regulations under



-11-









 







Code section 4l4(o); (vi)
he is employed by a Controlled Group Member or an organizational unit thereof that has not
been designated hereunder as an Employer; or (viii) he is then on an authorized leave of
absence, in Layoff Status, or in the full-time service of the armed forces of the United
States and not receiving Military Differential Pay from an Employer.




     (b) Exclusion after Participation. A Member who becomes ineligible to
participate under Section 2.3(a) but remains in the employ of a Controlled Group Member will
not be eligible to make or have made for him any Employee Contributions or Rollover
Contributions during or in respect of any such period of ineligibility.




     (c) Lapse of Exclusion. A Member who becomes ineligible to participate under
Section 2.3(a) but remains in the employ of a Controlled Group Member will become eligible
to participate in the Plan on the first day after he no longer is described in Section
2.3(a) and may resume making or having made for him any Employee Contributions as of the
first day of a subsequent payroll period by completing Enrollment as provided in Section
2.2.



     2.4 Termination of Employment. A Member may continue to be a Member (but may not make
Rollover Contributions or make or have made for him any Employee Contributions) after his
Termination of Employment Date until all Plan Shares credited to his Account have been distributed
pursuant to the Plan.


Article 3




Continuous Service




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     3.1 Continuous Service. The term “Continuous Service” means one or more periods of
time beginning on an Employment Commencement Date of an Employee and ending on the first subsequent
Termination of Employment Date of the same Employee. Nonconsecutive periods of Continuous Service
shall be aggregated and three hundred sixty-five (365) days of service shall equal a whole year of
service (computed to the nearest one-twelfth thereof).



     3.2 Service Definitions. The following terms as used in this Plan shall have the
meanings set forth in this Section 3.2:




     (a) “Employment Commencement Date” means the day on which an Employee first
performs an Hour of Service and commences a period of Continuous Service.




     (b) “Break in Service” means the period following a Termination of Employment
Date extending until the Employee again completes an Hour of Service.




     (c) “Hour of Service” means an hour for which an Employee is paid or entitled
to payment by a Controlled Group Member for the performance of duties.




     (d) “Termination of Employment Date” means the earlier of (l) the day on which
an Employee ceases to be in the employ of a Controlled Group Member because he quits, is
discharged, retires or dies, or (2) the first anniversary of the day on which an Employee
commenced an authorized leave of absence is placed on Layoff Status or is absent from work
for any other reason, with or without pay, unless he returns to work by such anniversary;
provided that, for purposes of Section 10.3, a Member who is placed on Layoff Status will be
deemed to have incurred a Termination of Employment Date at the time of layoff.



-13-









 





     3.3 Special Rules. Section 3.2(d) notwithstanding, the special rules set forth below
will apply in determining Continuous Service and Termination of Employment Dates for the following
Employees:




     (a) Military Service. If an Employee is absent from the service of a
Controlled Group Member because of service in the armed forces of the United States and is
returned to the service of a Controlled Group Member within the period during which
reemployment rights are extended by law, such period of absence shall be included in his
Continuous Service.




     (b) Pregnancy. If an Employee is absent from the service of a Controlled Group
Member due to the Employee’s pregnancy, birth or adoption of a child by the Employee, or
caring for his new-born or newly adopted child and returns to the employment of the
Controlled Group Member by the second anniversary of the period of such absence, the period
of such absence ending on the first anniversary of the birth or adoption of the child will
be included in the Employee’s Continuous Service, and the period of such absence ending
after the first but before the second such anniversary will be deemed as neither Continuous
Service nor a Break in Service.



     3.4 Approved Leave of Absence. A period during which an Employee is on a leave of
absence approved by a Controlled Group Member and is not otherwise included in Continuous Service
shall, if the Administrative Committee so determines, be so included under rules established by the
Administrative Committee uniformly applicable to all Employees similarly situated.




-14-











 





Article 4


Employee Contributions




     4.1  Amount of Employee Contributions.





     (a) Employee Contributions. Upon enrollment pursuant to Section 2.2, a Member
will elect (i) to make After-Tax Contributions of a designated percentage of his
Compensation (in l% increments) through payroll deductions and/or (ii) to have his
Employer’s contributions allocated to his Account as Before-Tax Contributions in the amount
of the reduction in his Compensation (in l% increments) pursuant to a Salary Reduction
Agreement.




     (1) Aggregate Employee Contributions by or for a Member for a Plan Year up to an
amount equal to six percent of the Member’s Compensation for the Plan Year shall be
considered Basic Contributions.




     (2) The aggregate amount of Employee Contributions by or for a Member for a Plan
Year may not exceed 50% of the Member’s Compensation for the Plan Year.




     (b) Rollover Contributions. A Member who is entitled to (i) a lump-sum
distribution from (A) a Qualified Plan maintained by a previous employer, (B) an annuity
contract qualified under Code section 403, (C) a Keogh plan defined in Code section 401(c),
(D) a deferred compensation plan described in Code section 457(b) which is maintained by an
eligible employer described in Code section 457(e)(1)(A) or (E) the Thrift Savings Plan,
established pursuant to the Federal Employees’ Retirement System Act of 1986; or (ii) one or
more distributions within one taxable year of a Member on account of the termination of a
Qualified Plan of an Employer, may rollover and contribute to the Trust Fund a Rollover
Contribution equal to all or part of such lump-sum distribution or, if applicable, the
aggregate



-15-









 







distributions upon termination of a Qualified Plan of an Employer, less any amount
thereof that represents the Member’s after-tax contributions to such prior plan.
Notwithstanding the preceding sentence, if the Administrative Committee determines that such
distribution could jeopardize the qualified status of the Plan, the exempt status of the
Trust Fund, or otherwise create adverse tax consequences for an Employer if rolled over to
this Plan, the Administrative Committee shall have the authority to refuse to accept such a
distribution as a Rollover Contribution under the Plan. The Administrative Committee shall
have the right to require that the Member seeking to roll a distribution to this Plan
provide sufficient evidence that the rollover contribution is from an arrangement described
in Section 4.1(b)(i) or (ii) above. In the event that the Member is unable or unwilling to
provide such evidence, the Administrative Committee shall have the authority to refuse to
accept such a distribution as a Rollover Contribution under this Plan.




     (c) Catch-Up Contribution. All Members who are projected to attain age 50 before the
close of the calendar year shall be eligible to make catch-up contributions in accordance
with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions
shall not be taken into account for purposes of the provisions of the Plan implementing the
required limitations of Code Sections 502(g) and 415. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of Code Section
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of
such catch-up contributions.



     4.2 Changes in Contributions. The percentage of Compensation which a Member elects to
contribute or have allocated to his Account pursuant to Section 4.1(a) shall continue in effect,



-16-









 







notwithstanding any changes in his Compensation, until he completes an Enrollment Change in
accordance with the following sentence. Subject to the percentage permitted by Section 4.1(a), a
Member may change the rate of deferral under his Salary Reduction Agreement and/or the rate of his
After-Tax Contributions by completing an Enrollment Change directing a change in his contributions,
and such change will be effective as of the first day of the first payroll period immediately
following his Enrollment Change.



     4.3 Suspension and Resumption of Contributions.




     (a) Suspension of Employee Contributions. A Member may cause all or any of his
After-Tax Contributions and all or any deferrals pursuant to a Salary Reduction Agreement to
be suspended, effective as of the first day of the first payroll period after he completes
an Enrollment Change directing the suspension of his contributions or salary deferrals.
Thereafter, such Member may cause Employee Contributions to resume by completing Enrollment
as provided in Section 2.2. A Member may not make up any Basic Contributions that were so
suspended.




     (b) Suspension While Ineligible. No Employee Contributions or Rollover
Contributions may occur with respect to a Member after he becomes ineligible under Section
2.3. If such Member thereafter becomes an Eligible Employee, he will become eligible to
participate and may enroll for participation as provided in Section 2.2.



     4.4 Reduction In Employee Contributions. Other provisions hereof notwithstanding, an
Employer may reduce any or all Employee Contributions if any reduction thereof is permitted or
required under Appendix A or applicable provision of law.



-17-









 





     4.5 Transfer and Allocation to Accounts.




     (a) Before Tax Contributions. Each Member’s Employer shall contribute
to the Plan in any given Plan Year sufficient amounts to fund the allocations
described in Section 4.1(a)(ii). These Employer contributions may be made in one or
more installments at any time during the Plan Year in which such contributions are
properly allocable, but in no event later than the time the corresponding reduction
in the Member’s Compensation would be considered assets of the Plan under U.S.
Department of Labor Regulation Section 2510.3-102. Amounts contributed by an
Employer pursuant to this Section 4.5(a) that are not immediately allocable to a
Member’s Account as Before-Tax Contributions shall be invested separately pursuant to
Section 6.5 and such amounts, adjusted for any gains, losses, income and deductions,
shall be applied to reduce Employer contributions otherwise required under the Plan.
Contributions by or on behalf of an Employer for any taxable year of an Employer
shall not exceed the maximum amount allowable as a deduction to the Employer under
the provisions of Section 404 of the Code.




     (b) Other Contributions. Except as provided in Section 9.2, After-Tax
Contributions will be made only through payroll deductions from Compensation each pay
period. After-Tax Contributions, and Rollover Contributions shall be transmitted to the
Trustee as soon as practicable, but not later than the time such contributions would be
considered assets of the Plan under U.S. Department of Labor Regulation Section 2510.3-102.




     (c) Investments. All allocations to the Investment Fund or Funds selected by a
Member under Section 6.3, insofar as the allocations relate to Employee Contributions for a



-18-









 







given pay period and Rollover Contributions, shall occur as soon as practicable after
the contributions are allocated to Members’ Accounts. Each Member’s Account shall be
credited with the number of Plan Shares determined by dividing the amount allocated to his
Account with respect to his Employee Contributions and Rollover Contributions, if any, by
the Plan Share value of the applicable Investment Fund as of the date such contributions are
allocated to the selected Investment Fund or Funds.



Article 5




Matching Contributions




     5.1 Matching Contributions. Subject to the provisions of the Plan and applicable law,
amounts will be allocated as Matching Contributions to the Accounts of each Member who makes or for
whom are made Basic Contributions as provided in Section 4.1(a) as set forth below:




	 	(a)	 	Salaried Members: An amount equal to the sum of (i) l00% of the first
3% of Compensation contributed or deferred by each Member and (ii) 50% of the next 3%
of Compensation contributed or deferred by each Member.
	 
	 	(b)	 	Members of International Association of Machinists & Aerospace Workers
Local 946 (Sacramento, California): An amount equal to the sum of (i) l00% of the
first 3% of Compensation contributed or deferred by each Member and (ii) 50% of the
next 3% of Compensation contributed or deferred by each Member.
	 
	 	(c)	 	Members of International Association of Machinists & Aerospace Workers
Local 812 (Sacramento, California): An amount equal to the sum of (i) l00% of the
first 3% of Compensation contributed or deferred by each Member and (ii) 50% of the
next 3% of




-19-









 






	 	 	 	Compensation contributed or deferred by each Member.
	 
	 	(d)	 	Members of International Union of Operating Engineers, Stationary Engineers
Local 39 (Sacramento, California): An amount equal to the sum of (i) l00% of the
first 3% of Compensation contributed or deferred by each Member and (ii) 50% of the
next 3% of Compensation contributed or deferred by each Member.
	 
	 	(e)	 	Members of International Association of Machinists & Aerospace Workers,
District Lodge 120, Local Lodge 749 (Azusa, California): An amount equal to the
sum of (i) l00% of the first 3% of Compensation contributed or deferred by each Member
and (ii) 50% of the next 3% of Compensation contributed or deferred by each Member.
	 
	 	(f)	 	Members of International Chemical Workers’ Union Local 419 (Mogadore,
Ohio): An amount equal to 25% of the first 6% of Compensation contributed or
deferred by each Member.
	 
	 	(g)	 	Members of Local 1876, Union of Needletrades, Industrial and Textile
Employees, AFL-CIO-CLC, Calhoun, GA: An amount equal to 50% of the first 6% of
Compensation contributed or deferred by each Member.
	 
	 	(h)	 	Members of Local 748, United Steelworkers of America (Columbus, MS):
No Matching Contribution.





     5.2 Amount and Form of Payments. Each Employer will pay to the Trust Fund an amount
at least equal to the aggregate amount required to be allocated to each of its Members as Matching
Contributions for a pay period pursuant to Section 5.1 (less an amount equal to the interests of
each Member in its employ in any Matching Contributions permitted or required to be forfeited
during the same pay period hereunder or any applicable law). Additionally, all contributions
allocable as



-20-









 







Matching Contributions shall be made in cash, except that in lieu of cash, the Company may
deliver that number of Company Shares having an aggregate market value equal to that part of any
Employer contributions allocable as Matching Contributions not paid in cash. For this purpose, the
value of a Company Share delivered or allocated in respect of a payroll period shall be the average
of the high and low trading prices reported in the New York Stock Exchange Composite Transactions
section of the Wall Street Journal (A) for the payroll disbursement date of the payroll period if
such date falls on (i) a Friday, (ii) the 15th day of a month or (iii) the last day of a month, and
(B) if the payroll disbursement date of the payroll period falls on any other day, for the Friday
immediately following such date. If, for any reason, no trading of Company Shares on the New York
Stock Exchange occurs on a payroll disbursement date (or, as applicable, a Friday immediately
following such date), trading prices on the last preceding trading day shall be used for purposes
of the preceding sentence.



     5.3 Time of Matching Contributions. Employer contributions made under this Article 5
shall be paid to the Trustee in one or more installments at any time on or after the first day of
the Plan Year in which such contributions are properly allocable, provided sufficient contributions
have been paid or delivered to the Trustee to fund allocations as they are credited pursuant to
Section 5.4. Although contributions allocable as Matching Contributions may be made earlier than
this time in a given Plan Year, such contributions shall be transmitted to the Trustee no later
than 30 days after the end of the calendar month in which ends the pay period for which the
corresponding Basic Contributions are withheld or allocated. All Matching Contributions made under
this Article 5 shall be deemed to have been made in the same Plan Year as the Basic Contributions
corresponding thereto.



     5.4 Allocation of Matching Contributions. All contributions allocated as Matching
Contributions shall be directed to the GenCorp Stock Fund as soon as practicable after allocation
by



-21-









 







the Trustee. Allocations of amounts as Matching Contributions shall be made by crediting the
Member’s Account with the number of Plan Shares in the GenCorp Stock Fund determined by dividing
the amount of Matching Contributions credited to this Account by the Plan Share value for the
GenCorp Stock Fund as of the date such Matching Contributions are allocated to the GenCorp Stock
Fund. Any Employer contributions pursuant to this Article 5 that are not immediately allocable
shall be invested separately pursuant to Section 6.5 and such amounts, adjusted for any gains,
losses, income and deductions, shall be applied to reduce Employer contributions otherwise required
under the Plan.



     5.5 Limitation on Transfer. . Prior to April 1, 2004, a Member may not transfer from
the GenCorp Stock Fund any Matching Contributions made for his benefit and credited to his Account
prior to January 1, 2004. Effective April 1, 2004, no limitations are imposed on a Member’s
ability to transfer Matching Contributions from the GenCorp Stock Fund.



Article 6




Trust Fund and Investment Funds




     6.1 Trust Agreement. The Company shall enter into a Trust Agreement which shall be a
part of the Plan. Any or all rights or benefits accruing to any person under the Plan with respect
to any Employee Contributions, Rollover Contributions and Matching Contributions deposited under
the Trust Agreement shall be subject to all provisions of the Trust Agreement.



     6.2 The Trustee. The Benefits Management Committee shall appoint the Trustee and any
successor Trustee to serve at its pleasure. The Trustee may hold the Trust Fund as part of a
master trust comprising assets of various qualified plans maintained by the Company or any
Employer.



-22-









 





     6.3 Separate Investment Funds.





     (a) The Trustee will maintain as separate Investment Funds within the Trust the GenCorp
Stock Fund, and a closed OMNOVA Stock Fund (as described in Schedule B), and as many
additional separate Investment Funds, each with different investment objectives, as the
Benefits Management Committee deems advisable. Such Investment Funds and related investment
objectives may be added or deleted as the Benefits Management Committee so determines and as
described in one or more amendments to Schedule B. Each Investment Fund may be part of a
fund with the same investment objectives maintained by the Trustee for the benefit of
participants in other qualified plans maintained by the Company or an Employer or may be a
separate fund maintained only for the benefit of Members of this Plan. Earnings or gains
derived from the assets of any Investment Fund will be invested and reinvested in that Fund.




     (b) In addition to the Investment Funds available under subsection (a), a Member may
also elect to establish a “BrokerageLink Account” as provided in this subsection (b).
Assets held in a Member’s BrokerageLink Account cannot be invested in the Investment Funds.




     (1) A Member may establish a BrokerageLink Account by following procedures
established by the Company and the Trustee.




     (2) Except as provided in paragraph (3), the assets of a Member’s BrokerageLink
Account may be invested and reinvested without distinction between principal and
income in each and every kind of publicly traded security or publicly traded Treasury
obligation including shares of common, preference and preferred stock, put and call
options, rights, options, subscriptions, warrants, trust receipt, investment



-23-









 







trust certificates, equipment or collateral trust certificates or other corporate,
individual or government obligations, whether secured or unsecured, bonds, notes or
debentures;




     (3) A Member shall not use his BrokerageLink Account
to:




     (A) invest in real estate;




     (B) become a general or limited partner in any partnership;




     (C) invest in collectibles, including any work of art, any rug or
antique, any metal or gem any stamp or coin, any alcoholic beverage or any
other tangible personal property specified as a collectible by the Secretary
of the Treasury;




     (D) purchase securities on margin;




     (E) purchase precious metals;




     (F) purchase tax-exempt securities (including mutual funds, municipal
bonds and unit investment trusts);




     (G) purchase commodities; and




     (H) purchase Level 3, 4 and 5 Options (which require margin accounts);




     (I) purchase currencies, currency options or currency warrants;




     (J) purchase interest rate options or financial futures;




     (K) purchase convertible adjustable preferred stock; or




     (L) purchase any security issued by the Company.




In no case shall the Member or Trustee enter into or engage in any transaction which
is defined as a prohibited transaction by section 406 of ERISA, except to the extent
any



-24-









 







such transaction is permitted under another provision of ERISA or under a valid
regulation or exemption promulgated by a responsible agency of the Federal
government.




(4) A Member shall have the power to:




     (A) exercise, personally or by general or limited proxy, the right to
vote any shares of stock or other securities held in his BrokerageLink
Account; to delegate discretionary voting power to trustees of a voting trust
for any period of time; and to exercise or sell, personally or by power of
attorney, any conversion or subscription or other rights appurtenant to any
securities or other property held in his BrokerageLink Account; and




     (B) continue to hold any property in his BrokerageLInk Account whether or
not productive of income; to reserve from investment and keep unproductive of
income, without liability for interest, such cash as the Member deems
advisable or, in his discretion, to hold the same, without limitation on
duration, on deposit in the commercial department or in an interest-bearing
account in the savings department of any bank, trust company, or savings and
loan institution (including the Trustee where applicable in its capacity as a
banking corporation) in which deposits are guaranteed by the Federal Deposit
Insurance Corporation or the Federal Saving and Loan Insurance Corporation.



     6.4 Temporary Investment. In accordance with applicable investment objectives,
guidelines and policies, the Trustee temporarily may make short-term investments in obligations
issued or guaranteed by the United States Government, commercial paper, an interim investment fund
for tax



-25-









 







qualified employee benefit plans established by the Trustee unless otherwise provided by
applicable law, or other investments of a short-term nature and may hold some portion of each
Investment Fund in cash.



     6.5 Investment Managers. All contributions to the Trust Fund and each Investment Fund
and earnings thereon will be invested (a) by the Trustee alone or (b) pursuant to the instructions
of an Investment Manager. The Company may enter into, or direct the Trustee to enter into, a
written agreement with one or more Investment Managers designated by the Benefits Management
Committee to manage the investments of one or more of the Investment Funds. The Benefits
Management Committee may remove any such Investment Manager or any successor Investment Manager, or
direct the Trustee to do so, and any such Investment Manager may resign, upon giving appropriate
written notice thereof. Upon removal or resignation of an Investment Manager, the Benefits
Management Committee may appoint a successor Investment Manager.



     6.6 Payment of Expenses.




     (a) Transaction Expenses. All expenses and charges incurred directly in
connection with the purchase or sale of securities or assets and all taxes levied on or
assessed in connection therewith shall be charged against the Investment Fund(s) whose
assets were involved in such transaction.




     (b) Administrative Costs. Administrative costs including (i) fees charged to
the Plan by the Trustee and by the Investment Managers, (ii) costs charged to the Plan by
the Company or by third parties for legal services, accounting, recordkeeping (including
required software), investment management, plan administration, education and other direct
expenses shall be allocated among, and charged to, the various Investment Funds once each
calendar



-26-









 







quarter, based upon the aggregate account balances in such Funds. The aggregate
administrative expenses which are borne, under this Section 6.6(b), by any Member who is
actively employed by an Employer, shall not exceed the amount of post-May 1, 1994 Matching
Contributions made to such Member’s GenCorp Stock Fund Account. Notwithstanding any another
provision of the Plan, upon the cessation of participation in the Bargaining Unit Employees’
Savings Program by any Members actively employed by the Company, the amount of any remaining
forfeitures may be used to pay any expenses of administering the GenCorp Retirement Savings
Plan.




     (c) Other Expenses. Except as provided in Sections 6.6(a) and (b), the Company
and/or Employers will pay expenses incurred in administering the Plan, including expenses of
the Benefits Management Committee and the Administrative Committee.



     6.7 Use of Assets. The assets of the Trust Fund shall be at all times used for, and
not diverted to purposes other than, the exclusive benefit of Members and their Beneficiaries and
payment of administrative expenses pursuant to Sections 6.6(a) and (b), except as provided in
Section 5.2 and below in this Section 6.7:




     (a) Deduction Disallowed. If all or part of an Employer’s Matching
Contributions is disallowed as a tax deduction under the Code, the Trustee will refund
promptly to such Employer the amount thereof (reduced by any depreciation or loss in the
Trust Fund attributable thereto) upon receipt of refund instructions from the Administrative
Committee within one year thereafter.




     (b) Failure to Qualify. If the Internal Revenue Service determines that the
Plan initially fails to constitute a Qualified Plan and the Company elects not to amend the
Plan to



-27-









 







constitute a Qualified Plan, the Trustee will refund to each Employer all Matching
Contributions made within one year after the date the initial qualification is denied (but
only if the application for a determination by the Internal Revenue Service is made by the
time prescribed by law for filing the Company’s return for the taxable year in which the
Plan is adopted or such later date as the Secretary of the Treasury may prescribe) and
thereupon the Plan shall terminate upon receipt of instructions from the Administrative
Committee.




     (c) Mistaken Contribution. If an Employer makes a contribution to the Trust
Fund in any amount due to a mistake of fact or law, the Trustee will return to such Employer
the part thereof resulting from such mistake (reduced by any depreciation or loss in the
Trust Fund attributable thereto) upon receipt of refund instructions from the Administrative
Committee within one year after such contribution was made; provided that no such refund may
reduce the number of Plan Shares that any Member was entitled to hereunder without regard to
such mistake



     6.8 OMNOVA Stock Fund. The shares of common stock of OMNOVA Solutions Inc. (“OMNOVA”)
(“OMNOVA Stock”) distributed by the Company to holders of GenCorp Stock pursuant to the special
dividend approved by shareholders on August 18, 1999 (the “Distribution”) shall be held in the
“OMNOVA Stock Fund Account” and the “OMNOVA Stock Fund,” each to be established by the Trustee.
Investments in the OMNOVA Stock Fund Account and OMNOVA Stock Fund shall be made by the Trustee
solely as directed by the Members, their Beneficiaries and alternate payees, as provided in Section
7.9. Any provision in the Plan to the contrary shall be deemed amended to effect the foregoing
provisions of this Section 6.8.



-28-









 





Article 7




Investment Options and Elections




     7.1 Investment Options.





     (a) Employee Contributions. Upon Enrollment pursuant to Section 2.2, each
Member will elect to have his Contributions, if any, invested in one or more of the
Investment Funds in whole-percentage increments totaling 100%.




     (b) Rollover Contributions. A Member will elect to have his Rollover
Contributions, if any, invested in one or more Investment Funds in accordance with the
investment option specified in respect of his Before-Tax Contributions in whole percentage
increments totaling 100%.



     7.2 Changes in Investment Funds. A Member may change his election of investment
options specified in Section 7.1(a) by completing an Enrollment Change indicating a new election of
investment options. Any change pursuant to this Section 7.2 will be effective for Employee
Contributions made by or for the Member with respect to the first payroll period after he completes
the Enrollment Change.



     7.3 Transfers. A Member may transfer all or any part of his interest in one or more
Investment Funds to different Investment Funds by completing an Enrollment Change directing such
transfer or transfers in whole dollar amounts, Plan Shares or percentages; provided that, prior to
April 1, 2004, a Member may not transfer from the GenCorp Stock Fund his interest in any Matching
Contributions made prior to January 1, 2004. If a transfer request is executed prior to 4:00 p.m.
E.S.T. on a Valuation Date, the transfer(s) will be made based upon the Plan Share values in the
Investment



-29-









 







Funds as of the Trustee’s close of business on that Valuation Date. If a transfer request is
executed at any other time (i.e., after 4:00 p.m. E.S.T. on a Valuation Date or at any time
on any non-Valuation Date, the transfer(s) will be made based upon the Plan Share values in the
Investment Funds as of the Trustee’s close of business on the next following Valuation Date.
Notwithstanding the preceding two sentences, if a transfer request involves one or more Investment
Funds for which the Trustee is unable to determine the total fair market value of assets held in
such Fund or Funds as of the otherwise applicable Valuation Date, such transfer request will be
held in suspense and made based upon the Plan Share values in the Investment Funds as of the
Trustee’s close of business on the next following Valuation Date on which the Trustee is able to
determine the total fair market value of all Funds involved in such transfer request.



     The amount transferred from an Investment Fund pursuant to this Section 7.3 will be the cash
value of the Member’s Plan Shares transferred from such Investment Fund as of the applicable
Valuation Date, and the Member’s Account will be reduced by such amount and then credited with the
number of Plan Shares in the Investment Fund to which transfer is made, determined by dividing such
amount by the value of Plan Shares in the Investment Fund to which the transfer is made as of the
applicable Valuation Date.



     7.4 Matching Contributions. All Matching Contributions made for the benefit of a
Member will be invested only in the GenCorp Stock Fund. Prior to April 1, 2004, Matching
Contributions made on or after January 1, 2004 may be transferred to another Investment Fund.
Commencing April 1, 2004, all Matching Contributions are available for transfer to other Investment
Funds.



-30-









 





     7.5 Accounts. The Company will establish and maintain for each Member an Account
which shows separately:




     (a) Contributions. The amount of all Employee Contributions and Rollover
Contributions, if any, made by or for the Member and Matching Contributions made by his
Employer for his benefit:




	 	(i)	 	Before-Tax Contributions,
	 
	 	(ii)	 	Basic After-Tax Contributions,
	 
	 	(iii)	 	Supplemental After-Tax Contributions,
	 
	 	(iv)	 	Pre-1987 After-Tax Contributions,
	 
	 	(v)	 	Rollover Contributions, and
	 
	 	(vi)	 	Matching Contributions






	 	(A)	 	Aerojet
	 
	 	(B)	 	OMNOVA
	 
	 	(C)	 	Company.






     (b) Plan Shares. The number and value of Plan Shares in each Investment Fund
which have been credited to each Member’s Account and reflect contributions, transfers,
distributions and investment earnings and results of the Investment Funds selected by the
Member.



     7.6 Directions to Trustee. The Company shall give appropriate and timely directions
to the Trustee in order to permit the Trustee to give effect to the investment choices and
elections made pursuant to this Article 7 and to provide funds for distributions pursuant to
Article 10 and Article 11.



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     7.7 Member Responsibility For Selection of Funds. Each Member is solely responsible
for his decision to participate in the Plan and his selection of Investment Funds and accepts all
investment risks entailed by his participation in and/or selection of an Investment Fund, including
the risk of loss
of and a decrease in the value of contributions and Plan Shares. A Member’s selection of one
or more Investment Funds and a Member’s transfer of interests in his Account from one to another
Investment Fund pursuant to Section 7.3 shall be deemed an exercise of control over assets in his
Account for all purposes, including ERISA section 404(c). Neither the Trustee, the Company, any
Employer, the Administrative Committee, the Benefits Management Committee, nor any of the officers
or supervisors of the Company or an Employer are empowered to advise a Member as to the manner in
which any contributions to the Plan or income thereon should be invested or reinvested in his
Account. The fact that an Investment Fund or any interest in securities or other assets therein is
available to Members for investment under the Plan shall not be deemed a recommendation for
investment of contributions in any Investment Fund, nor shall the provision of any Investment Fund
impose any liability on the Trustee, Administrative Committee, Benefits Management Committee, the
Company or any Employer or any director, officer or employee of the Trustee, the Company or any
Employer.



     7.8 Voting and Tendering of Company Shares.




     (a) Voting. Each Member (or if he has died, his Beneficiary) shall have the
right and shall be afforded the opportunity to instruct the Trustee how to vote at any
meeting of the Company’s shareholders those Company Shares which are held in the GenCorp
Stock Fund and are allocated or allocable to his Account. Instructions by a Member to the
Trustee shall be in such form and pursuant to such regulations as the Administrative
Committee may prescribe and any such instructions to the Trustee shall remain in the strict
confidence of the Trustee. If the



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Trustee does not receive instructions from a Member
regarding the voting of Company Shares allocated or allocable to his Account, the Trustee
shall vote such Company Shares and any additional Company Shares not allocated or allocable
to Member Accounts in the same
proportion on each issue as it votes those shares allocated or allocable to Member
Accounts for which it did receive instructions from a Member.




     (b) Tenders and Exchanges. Each Member (or if he has died, his Beneficiary)
shall have the right and shall be afforded the opportunity to instruct the Trustee in
writing as to the manner in which to respond to each tender or exchange offer for any or all
Company Shares which are held in the GenCorp Stock Fund and are allocated or allocable to
his Account. The Company shall notify each Member (or Beneficiary) and utilize its best
efforts to timely distribute or cause to be distributed to him such information as will be
distributed to shareholders of the Company in connection with any such tender or exchange
offer. Upon its receipt of such instructions, the Trustee shall tender or exchange such
Company Shares as and to the extent so instructed. If the Trustee does not receive
instructions from a Member (or Beneficiary) regarding any such tender or exchange offer for
Company Shares, such Member (or Beneficiary) will be deemed to have instructed the Trustee
not to tender or exchange, and the Trustee shall not tender or exchange, such Company
Shares. Company Shares which are not allocated or allocable to Member Accounts shall be
tendered or exchanged in the same proportion as those shares allocated or allocable to
Member Accounts for which it did receive instructions from a Member. All amounts received
in exchange for Company Shares allocated or allocable to a Member’s Account will be credited
to the Member’s Account and allocated to the GenCorp Stock Fund.



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     (c) Each Member (or if he has died, his Beneficiary) who gives (or is deemed to have
given) any instruction to the Trustee to vote, tender or exchange any Company Shares
pursuant to Section 7.8(a) or Section 7.8(b) will be deemed a named fiduciary (as defined in
ERISA) for such purposes and each such instruction will be deemed a proper direction
(as defined in ERISA) to the Trustee, binding on both the Member (and his Beneficiary) and
the Trustee. Other provisions hereof notwithstanding, the Benefits Management Committee may
designate and delegate to an Investment Manager (rather than the Trustee) the duty and power
to receive instructions from Members under Section 7.8(a) and Section 7.8(b) and to direct
the Trustee to vote, tender or exchange Company Shares in accordance with such instructions.



     7.9 OMNOVA Stock Fund Accounts of GenCorp Employees. Anything in the Plan to the
contrary notwithstanding, following the Distribution, each Member who has OMNOVA Stock allocated to
his or her Account in the Plan, and each Beneficiary or alternate payee of such Member, may direct
the Trustee that the OMNOVA Stock be retained in the OMNOVA Stock Fund, transferred to the GenCorp
Stock Fund or transferred to any other investment fund maintained under the Plan. No transfers may
be made by such Member, Beneficiary or alternate payee into the OMNOVA Stock Fund. Any dividends
on OMNOVA Stock in Accounts of such Members, Beneficiaries or alternate payees will be reinvested
in accordance with the Member’s current investment elections as of the payment date.


Article 8




Valuation of Assets and Plan Shares




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     8.1 Valuation of Assets. As of the Trustee’s close of business on each Valuation
Date, the Trustee shall determine the total fair market value of assets held by it in each
Investment Fund and the Trust Fund.



     8.2 Determination of Plan Share Values. As of the Trustee’s close of business on each
Valuation Date, the Trustee shall determine the value of a Plan Share in each Investment Fund by
dividing (a) the total fair market value of assets held in such Investment Fund, by (b) the total
number of Plan Shares in such Investment Fund determined as of the end of the immediately preceding
Valuation Date.



     8.3 Adjustments to Member Accounts. On each Valuation Date, after the Trustee
determines the values of Plan Shares in accordance with Section 8.2, the Trustee will adjust each
Member’s Account (a) to reflect any changes in such Plan Share values, and (b) to record (i) any
contributions to the Investment Funds, (ii) any transfers among the Investment Funds, and (iii) any
distributions from the Investment Funds, occurring with respect to the Member since the immediately
preceding Valuation Date.



     8.4 Values on Days other than Valuation Dates. On any day which is not a Valuation
Date, the fair market value of assets held in any Investment Fund, Plan Share values and Member’s
Account balances shall be deemed for all purposes under the Plan to be the same as determined on
the immediately preceding Valuation Date in accordance with this Article 8.



     8.5 Statement of Accounts. At least annually, the Company shall furnish to each
Member and Beneficiary of each deceased Member a written statement setting forth the value of his
Account



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and Plan Shares in each Investment Fund and the number of Company Shares corresponding to
Plan Shares in the GenCorp Stock Fund as of the last Monthly Valuation Date in the calendar year.



Article 9




 Vesting and Repayment




     9.1 Vesting of Interests.





     (a) Employee Contributions. A Member’s interests in the Employee Contributions
that he has made or his Employer has made for him will be at all times vested and not
subject to forfeiture.




     (b) Matching Contributions. A Member’s interest in the Matching Contributions
made for his benefit will be at all times vested and not subject to forfeiture (except
forfeitures required under an Appendix or applicable provision of law). However, a Member
may not elect, pursuant to Section 10.1 or Section 10.2, (i) a distribution of any Plan
Shares attributable to Matching Contributions made on or after January 1, 2004, and (ii) a
distribution of any Plan Shares attributable to Matching Contributions made before January
1, 2004, prior to the last day of the calendar month which is twenty-four full calendar
months after the calendar month for which the Matching Contributions were made for his
benefit.




     (c) If a Plan amendment, including any change in the vesting provisions that occurs
when the Plan becomes or ceases to be top heavy, directly or indirectly affects the
computation of a Member’s vested interest, each Member with at least three years of
Continuous Service with a Controlled Group Member may elect, within sixty days after the
later of (i) the date the amendment is adopted; (ii) the date the amendment is effective; or
(iii) the date the Member is



-36-









 







provided written notice of the amendment by the Administrative
Committee to have his or her nonforfeitable interest computed under the Plan without regard
to the amendment. For any Member who does not perform at least an Hour of Service in any
Plan Year beginning after
December 31, 1988, the “three years of Continuous Service” clause in the preceding
sentence will be replaced with five years of Continuous Service.




     (d) Application of Forfeitures. Unless otherwise provided herein, any amount
forfeited from a Member’s Account under the terms of the Plan, or under the terms of another
plan that has been merged with the Plan, shall be applied to either (i) reduce the cash
payment of Matching Contributions by the Company, or (ii) pay directly or reimburse the
Company for administrative expenses of the Plan.



     9.2 Repayment of Contributions.




     (a) Repayment. If a Member receives a distribution of Plan Shares credited to
his Account upon or after the termination of his employment pursuant to Section l0.3 and he
thereafter becomes an Eligible Employee, he may repay and restore to the Trust Fund, in a
single-sum cash payment and on an after-tax basis, all or part of the value of his Basic
Contributions and Supplemental Contributions that were so distributed to him; provided that
he makes such payment before expiration of a period of five consecutive years after either
(a) his subsequent Employment Commencement Date, or if earlier, (b) the date of such
distribution; provided that the amount of such payment may not exceed any limitation under
any Appendix hereto or applicable provision of law. No Employer will make any Matching
Contributions in respect of any Basic Contributions which an Eligible Employee elects to
restore under this Section 9.2(a).




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     (b) Time and Amount of Restoration. Each payment pursuant to this Section 9.2
will be transmitted to the Trustee as soon as practical, but within 30 days after the month
in which such payment is received by the Member’s Employer, and will be allocated to the
Member’s Account at the time and in the manner specified in Section 4.5 for Basic
Contributions and Supplemental Contributions and to one or more Investment Funds selected by
the Member in his current Enrollment. Additionally, such payment will be treated as Basic
After-Tax Contributions and allocated to Plan Years, beginning with the most recent Plan
Year from which the distribution was made pursuant to Section 10.3.




     (c) Restoration of Forfeitures. A Member who (i) makes a repayment and
restoration, in accordance with this Section 9.2, of the entire amount previously
distributed to him upon or after his termination of employment, and (ii) at the time of such
previous distribution had forfeited the unvested portion of his Account, shall have the
amount so forfeited, without any adjustment for earnings, expenses, gains or losses since
the date of forfeiture, re-credited to his Account.



     9.3 Unclaimed Distribution. If a person entitled to receive a benefit under the Plan
cannot be located, the amount of his benefit will be forfeited and used to reduce the amount of the
Employer’s Matching Contributions as provided in Section 5.2. At any time before final
distributions are made from the Trust Fund following termination of the Plan, a person entitled to
such benefit may file a claim therefor with the Company. If the claim is upheld, and the Employer
who received the benefit of any corresponding forfeiture will restore to the Trust Fund the amount
required to pay such benefit, and distribution of such benefit will be made as soon as practicable.
Upon termination of the Plan, all



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unclaimed benefits will be forfeited and reallocated to the
Accounts of the remaining Members, with each Member receiving the same proportion thereof.



Article 10




Distributions to Members





10.1 Regular Distributions.




     (a) Election. As of any Valuation Date following the end of the 180-day period
following his enrollment pursuant to Section 2.2 but subject to Section 9.1(b), a Member may
elect to have distributed to him the value of all or any part of the Plan Shares which are
attributable to his Employee Contributions, Rollover Contributions, Matching Contributions
and earnings and credited to his Account by completing a Distribution Request.
Additionally, a Member may elect a distribution only once in any period of six consecutive
months, and all distributions from his Account will be in the order specified in Section
10.1(b) and subject to all other applicable limitations hereunder.




     (b) Order of Distribution. The Member must designate in his Distribution
Request the amount to be distributed from his Account and any Investment Fund and the
distribution will be made in accordance with the order and limitations specified below:




     (i) First, the value of Plan Shares attributable to After-Tax Contributions
made prior to 1987.




     (ii) Next, the value of Plan Shares attributable to the Member’s After-Tax
Contributions for which there were no corresponding Matching Contributions.



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     (iii) Next, the value of Plan Shares attributable to the Member’s After-Tax
Contributions in Plan Years for which there were corresponding Matching Contributions
and for which his interest in such Matching Contributions may be distributed to him
under Section 9.1(b), beginning with the earliest such Plan Year.




     (iv) Next, the value of Plan Shares attributable to the Member’s Rollover
Contributions.




     (v) Next, the value of Plan Shares attributable to Aerojet Matching
Contributions made for his benefit;




     (vi) Next, the value of Plan Shares attributable to Matching Contributions in
the OMNOVA Stock Fund which may be distributed to him under Section 9.1(b), beginning
with the earliest Plan Year in which such Matching Contributions were made




     (vii) Next, the value of Plan Shares attributable to Matching Contributions in
the GenCorp Stock Fund which may be distributed to him under Section 9.1(b),
beginning with the earliest Plan Year in which such Matching Contributions were made;




     (viii) Next, the value of Plan Shares attributable to After-Tax Contributions
in a Plan Year for which there were corresponding Matching Contributions and for
which his interest in such Matching Contributions may not be distributed to him under
Section 9.1(b), beginning with the earliest such Plan Year.




     (c) Exception. Section 10.1(b) notwithstanding, a Member who is at least 59
l/2 years old may elect a distribution of the value of all or any part of the Plan Shares
attributable to his Before-Tax Contributions and credited to his Account prior to any
distribution of his



-40-









 







After-Tax Contributions, Matching Contributions and earnings credited to
his Account pursuant to Section 10.1(a) and Section 10.1(b).



     10.2 Hardship Distribution. After electing a distribution of the value of all Plan
Shares available to him under Section l0.1(a), a Member also may elect in case of financial
hardship to have distributed to him, in the order specified in Section 10.l(b), the value of all or
part of the Plan Shares
attributable, first, to his Supplemental Before-Tax Contributions, and second, to his Basic
Before-Tax Contributions, and credited to his Account by completing a Distribution Request,
specifically requesting a Hardship Distribution, in such manner as the Administrative Committee
prescribes and subject to satisfaction of the following two conditions:




     (a) First, the distribution request must be for an immediate and heavy financial need
on account of:




     (i) Nonreimbursable medical expenses incurred by the
Member, his spouse, or dependents;




     (ii) Purchase (excluding mortgage payments) of a principal residence for the
Member;




     (iii) Payment of tuition for the next semester or quarter of post-secondary
education for the Member, his spouse, children, or dependents; or




     (iv) The need to prevent the eviction of the Member from his principal
residence or foreclosure on the mortgage on the Member’s principal residence;




     (v) Burial or funeral expenses for the Member’s deceased parent, spouse,
children or dependents; or



-41-









 






     (vi) Expenses for the repair of damage to the Member’s principal residence that
would qualify for the casualty deduction under Code section 165 (determined without
regard to whether the loss exceeds 10% of adjusted gross income); and




     (b) Second, the amount distributed may not exceed the actual expense incurred or to be
incurred by the Member on account of such needs and only to the extent that the need cannot
be satisfied from other resources and funds reasonably available to the Member,
including, without limitation, a distribution pursuant to Section l0.1(a) and/or Section
10.1(c).




     (c) Limitations. Any Member who receives a distribution pursuant to this
Section 10.2 shall be prohibited from making Employee Contributions under this and all other
plans of the Employer for a period of six months after such distribution.



     10.3 Termination Distributions to Members.




     (a) A Member may elect as of any Valuation Date occurring after his Termination of
Employment Date a distribution of the value of Plan Shares credited to his Account by
completing a Distribution Request.




     (b) Notwithstanding subsection (a), if the aggregate value of all Plan Shares credited
to a Member’s Account, as calculated at his date of distribution, does not exceed $1,000, or
if the aggregate value of all Plan Shares of an Account payable to a Beneficiary, who is not
a surviving spouse or a former spouse who is an Alternate Payee under a Qualified Domestic
Relations Order, does not exceed $5,000, the entire amount thereof will be distributed to
him automatically no later than the close of the Plan Year following the Plan Year in which
the Member’s Termination of Employment Date occurs. No other benefits shall be payable to
such Member or to his Beneficiaries.



-42-









 






     (c) Notwithstanding any other provision of the Plan, if the aggregate value of all Plan
Shares credited to a Member’s Account, as calculated at his date of distribution, exceeds
$1,000 but does not exceed $5,000, such Member or his Beneficiary shall be given a notice of
his right to receive a lump sum distribution of his Account. The Member, or his Beneficiary
if the Beneficiary
is a surviving spouse or a former spouse who is an Alternate Payee under a Qualified
Domestic Relations Order, may choose to have such distribution paid directly to an eligible
retirement plan specified by the Member or Beneficiary in a direct rollover. Such notice
shall be given to the Member or his Beneficiary no later than the close of the Plan Year
following the Plan Year in which the Member’s Termination of Employment Date occurs. The
Member or Beneficiary shall have at least thirty (30) but not more than ninety (90) days
from the date of such notice to elect to receive his distribution in a lump sum or a direct
rollover, and if so elected and paid, no other benefits shall be payable to such Member or
to his Beneficiaries.




     (1) If the Member has not yet reached age 65 and does not elect to receive his
distribution in a direct rollover or in a lump sum, the Plan Administrator will pay
the balance of his Account in the form of a direct rollover to an individual
retirement account designated by the Plan Administrator.




     (2) If the Beneficiary is the surviving spouse or a former spouse who is an
Alternate Payee under a Qualified Domestic Relations Order, and does not elect to
receive a distribution of his Account in a direct rollover or in a lump sum, the Plan
Administrator will pay the balance of his Account in the form of a lump sum cash
payment.




     (3) If the Member has reached age 65 and does not elect to receive a



-43-









 







distribution of his Account in a direct rollover or in a lump sum, the Member’s
Account will be distributed in accordance with the other provisions of Article 10 or
Article 11, as applicable.



     10.4 Time and Form of Distributions.



     Each distribution pursuant to this Article l0 shall be made in a single-sum cash payment,
except that:




     (a) distributions from the GenCorp Stock Fund will be in the form of whole Company
Shares plus cash for any fractional Company Share unless the Member elects to receive the
cash value thereof, and shall be made as soon as practicable after all information necessary
to process the distribution is received, and except as provided in Section 10.3(b), the
amount shall be equal to value of Plan Shares as of the Monthly Valuation Date for the month
in which all necessary information is received; and




     (b) distributions from the Member’s BrokerageLink Account under Section 6.3(b) made to
a rollover IRA with the Trustee may be made in a single-sum cash payment or as a
distribution of the actual securities held in the BrokerageLink Account.



     10.5 Reemployment of Member. If a Member whose employment has been terminated again
becomes an Employee before receiving a full distribution of his Account balance, no distribution
hereunder will be made or continued while he is an Employee, and amounts which would have been
distributed to him on account of such termination will be held in the Trust Fund until he is again
entitled to a distribution under the Plan.



     10.6 Direct Rollovers.



-44-









 






     (a) This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a
Distributee’s election under this section, a Distributee may elect, at the time and in the
manner
prescribed by the Company, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.




     (b) Definitions. For purposes of this section 10.6, the following terms shall
have the meanings set forth in this subsection (b):




     (1) “Eligible Rollover Distribution” means any distribution of all or any
portion of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for
a specified period of ten years or more; any distribution to the extent such
distribution is required under Code section 401(a)(9) and hardship distributions
described in Code section (401(k)(2)(B)(i)(iv); and the portion of any distribution
that is not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities). In connection
with an elective transfer of a Member’s account balance to the qualified plan of the
purchaser of the Member’s business unit, “Eligible Rollover Distribution” shall
include the unpaid balance of any loan made to the Member in accordance with Section
10.7.



-45-









 






     (2) “Eligible Retirement Plan” means an individual retirement account described
in Code section 408(a), an individual retirement annuity described in Code section
408(b), an annuity plan described in Code section 403(a), or a qualified trust
described in Code section 401(a) that accepts the Distributee’s Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.




     (3) “Distributee” means an Employee or former Employee. In addition, the
Employee’s or former Employee’s surviving spouse and the Employee’s or former
Employee’s spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code section 414(p), are Distributees with
regard to the interest of the spouse or former spouse.




     (4) “Direct Rollover” means a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.



     10.7 Loans




     (a) Loan Program. The Committee is authorized to establish and administer a
program to make available to Members to opportunity to borrow funds from their Accounts in
accordance with the terms set forth below and pursuant to such procedures and guidelines for
obtaining a loan as the Committee, or its delegate, may prescribe and publish.




     (b) Amounts of Loans. A Member may have a maximum of two loans outstanding at
any time. The maximum aggregate loan amount available to a Member, whether such Member is a
Highly Compensated employee or a Non-Highly Compensated Employee, is fifty



-46-









 







percent of such
Member’s aggregate Account balance, subject to a maximum of $50,000. While Matching
Contributions are not available for loan, they are included in the computation of the
maximum loan amount. The minimum loan amount is $1,000.




     (c) Source of Loans.




     (i) Accounts. A loan to a Member will be deducted from funds in his
Account in the same order set forth in Section 10.1(b) for in-service withdrawals,
except that, prior to April 1, 2004, no funds attributable to Matching Contributions
will be available as a source of loans.




     (ii) Investment Funds. A loan to a Member will be deducted prorata from
his available balances in all Investment Funds.




     (d) Terms of Loan. Loans will be made on such terms and subject to such
limitations as the Committee may prescribe, provided any such loan is evidenced by a written
promissory note, bears a reasonable rate of interest on the unpaid principal, is adequately
secured, and will be repaid by the Member over a period not to exceed five years, unless the
loan is for the purpose of acquiring a primary residence for the Member (in which case a
10-year repayment period is permitted). The interest rate charged on a loan must be at
least equivalent to the prevailing interest rate charged by persons in the business of
lending money for loans which would be made under similar circumstances.




     (e) Security. A loan to a Member will be secured by his right, title and
interest in his Account balance. The Member’s pledge will be evidenced by a promissory
note.



-47-









 






     (f) Repayment of Loan. All loans will amortized on a substantially level
basis, and repaid by means of payroll deduction. Early loan repayment is permitted only for
the full amount of a Member’s outstanding loan. Loan repayments are deposited directly into
the Member’s Account, first replacing any Before-Tax Contributions (and earnings thereon)
that were included in the loan, then replacing any After-Tax Contributions (and earnings
thereon)
that were included in the loan. Repayments are allocated to the Investment Funds based
upon the Member’s most recent Enrollment elections for future contributions.




     The Committee, or its delegate, may suspend a Member’s loan payment obligation for up
to one year if the Member is not receiving a paycheck due to a company-approved temporary
leave of absence. However, such a suspension cannot extend the total repayment period
beyond the maximum 5 - or 10-year period described in subsection (d). Interest on the
Member’s loan balance continues to accrue during any such period of suspension.




     (g) Default on Loan. In the event the Member’s employment with an Employer
terminates, all remaining principal payments, and any outstanding interest payments, on the
loan will be immediately due and payable. The Committee is authorized (to the extent
permitted by law) to take any and all actions necessary and appropriate to enforce
collection of an unpaid loan. However, in the event of default, foreclosure on the note and
attachment of security will not occur until a distributable event occurs under the Plan. A
default will be deemed to have occurred if any loan payment has not been made with 90 days
of when the payment was due to be paid by the Member.



-48-









 






     (h) Cost of Loans. In addition to interest, a loan origination fee and an
annual maintenance fee (in amounts to be determined by the Company and communicated to
Members) will be deducted from the Member’s Account.



Article 11




Distributions to Beneficiaries and Alternate Payees




     11.1 Distributions to Beneficiaries. Upon his death, a Member’s interest in his
Account will be distributed to the Beneficiary or Beneficiaries designated by the Member pursuant
to Section 11.2 or, if he has designated no Beneficiary who survives him, to (a) his spouse, if
living and if not, (b) his then living children in equal shares, or if none are living, (c) his
living parents in equal shares, or if neither is living, (d) his estate.



     11.2 Designation of Beneficiary.




     (a) Method of Designation. Subject to Section 11.2(b), each Member may
designate a Beneficiary or Beneficiaries to receive the distribution from his Account upon
his death in the beneficiary designation form prescribed the Company and filed in connection
with Enrollment pursuant to Section 2.2, and may change or revoke any designated Beneficiary
by completing and filing a new beneficiary designation form with his Employer.




     (b) Consent of Spouse Required. A Member who has a spouse may designate a
Beneficiary other than, or in addition to, his spouse only if his spouse consents thereto



-49-









 







irrevocably in a writing that is filed with his Employer, is signed by the spouse, contains
the spouse’s acknowledgement of the effect of the consent, and is witnessed by a notary
public. If a spouse consents to the designation of a Beneficiary other than or in addition
to the spouse, the Member may change such designation only if his spouse consents thereto
irrevocably in a writing that is filed with his Employer, is signed by the spouse, expressly
authorizes the Member to designate one or more Beneficiaries other than, or in addition to,
the spouse without any further consent of the spouse, acknowledges that such consent was
given after the spouse
was advised of the right to limit consent to a specific Beneficiary, and is witnessed
by a notary public.



     11.3 Form and Time of Distribution. Each distribution pursuant to Section 11.2 will
be made in a single-sum cash payment and/or Company Shares in the same manner as provided for
Members in Section 10.4 and will be made as soon as practicable after all necessary documentation
is received. Plan Shares in the Member’s Account will be valued as of the Monthly Valuation Date
for that month in which all necessary documentation is received.



Article 12




Special Distribution Provisions




     12.1 Distribution Election. Other provisions hereof notwithstanding, unless he
otherwise elects, the value of all Plan Shares credited to a Member’s Account will be distributed
to him within 90 days of the later of (i) the date on which he attains age 65, (ii) the tenth
anniversary of date on which he first enrolled and commenced participation in the Plan, or (iii)
the date on which his employment by



-50-









 







a Controlled Group Member terminates. A Member’s failure to
elect a distribution pursuant to Article l0 prior to the foregoing date will be deemed an election
not to receive a distribution at such time.



     12.2 Mandatory Distribution.




     (a) Other provisions hereof notwithstanding, for a Member who attains age 701/2, the
value of all Plan Shares credited to a Member’s Account may be distributed to him as
provided in Section l0.4 on or before April l of the calendar year following the calendar
year in which he attains age 70 l/2, but no later than April 1 of the calendar year
following the calendar year in which he retires. Notwithstanding the previous sentence, if
a Member owns more than
5 percent of the outstanding stock of the Company (or stock possessing more than 5
percent of the total combined voting power of all stock of the Company), in the calendar
year in which the Member attains age 701/2, all Plan Shares credited to such Member’s Account
will be distributed to him as provided in Section 10.4 on or before April 1 of the calendar
year following the calendar year in which he attains age 701/2.




     (b) At the Member’s election, the distribution of benefits upon the date specified in
subsection (a) may be made in substantially equal annual, or more frequent, cash
installments over a period certain which does not extend beyond the life expectancy or joint
life expectancies of the Member and his Beneficiary, in accordance with this subsection (b):




     (i) If a Member dies prior to the commencement of distribution from his
Account,




     (A) Any portion of the Member’s Account that is payable to a
Beneficiary designated by the Member will be distributed either (1)
within five years after the Member’s death, or (2) over the life of the



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Beneficiary or over a period certain not extending beyond the life
expectancy of the Beneficiary; and




     (B) Any portion of the Member’s Account that is not payable to a
Beneficiary designated by the Member will be distributed within five
years after the Member’s death;



commencing not later than the end of the calendar year following the calendar year in
which the Member died (or, if the designated Beneficiary is the Member’s surviving
spouse, commencing not later than the calendar year following the calendar year in
which the Member would have attained age 701/2).




     (ii) The amount to be distributed for each calendar year for which a minimum
distribution is required shall be at least an amount equal to the quotient obtained
by dividing the Member’s interest in his Account by the life expectancy of the Member
or Beneficiary or the joint life and last survivor expectancy of the Member and his
Beneficiary, whichever is applicable. The amount to be distributed for each calendar
year shall not be less than an amount equal to the quotient obtained by dividing the
Member’s interest in his Account by the lesser of (A) the applicable life expectancy,
or (B) if a Member’s Beneficiary is not his spouse, the applicable divisor determined
under Section 1.401(a) (9)-2, Q&A 4 of the Proposed Treasury Regulations, or any
successor regulations of similar import. Distributions after the death of the Member
will be made using the applicable life expectancy under (1) above, without regard to
Section 1.401(a) (9)-2 of such regulations. For purposes of this Section 12.2(b),
life expectancy and joint life and last survivor expectancy shall be computed by



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use
of the expected return multiples in Table V and VI of Section 1.72-9 of the Treasury
Regulations.




     (iii) For purposes of this Section 12.2(b), the life expectancy of a Member or a
Beneficiary who is the Member’s surviving spouse shall be recalculated annually
unless the Member or the Member’s spouse irrevocably elects otherwise prior to the
time distributions are required to begin. If not recalculated in accordance with the
foregoing, life expectancy shall be calculated using the attained age of the Member
or Beneficiary, whichever is applicable, as of such individual’s birth date in the
first year
for which a minimum distribution is required reduced by one for each elapsed
calendar year since the date life expectancy was first calculated.




     (iv) If the Member dies after distribution of his benefits has begun,
distributions to the Member’s Beneficiary shall be made at least as rapidly as under
the method of distribution being used as of the date of the Member’s death.




     (v) A Member’s interest in his Account for purposes of this Section 12.2(b)
shall be determined as of the last valuation date in the calendar year immediately
preceding the calendar year for which a minimum distribution is required, increased
by the amount of any contributions allocated to, and decreased by any distributions
from, such Account after the valuation date. Any distribution for the first year for
which a minimum distribution is required made after the close of such year shall be
treated as if made prior to the close of such year.



     12.3 Death of Member. If a Member dies after electing but before receiving a
distribution of all or part of his vested interests in his Account, the amount thereof will be paid
to any surviving



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Beneficiary or Beneficiaries that he has designated pursuant to Section 11.2 or,
if no Beneficiary survives him, as provided in Section 11.1.



     12.4 Death of Beneficiary. If a Beneficiary dies after the Member who designated him
as a Beneficiary but before receiving a distribution pursuant to Section 11.2, the amount thereof
will be paid to the heirs or estate of such Beneficiary in the same manner and within the time
provided in Section 11.1.



     12.5 Legal Capacity. If any benefit hereunder becomes payable to a minor or other
person lacking legal capacity and the Administrative Committee becomes aware thereof, payment
thereof will
be made only to the guardian of such person, who is appointed by a court or in such other
manner as will discharge the obligations of the Plan, the Trustee and the Company.



     12.6 Delayed Payment. If the amount of a distribution under the Plan cannot be made
by the date herein specified for payment due to lack of necessary information, inability to locate
a Member or Beneficiary or any other cause beyond the reasonable control of the Trustee or Company,
payment thereof may be made as soon as practically possible, based on the value of Plan Shares as
of the last Monthly Valuation Date prior to such payment.



Article 13




Administration of the Plan




     13.1 Administrator. The Company will be both the administrator and sponsor of the
Plan, as defined in ERISA sections 3(l6)(A) and (B), for purposes of complying with the reporting
and disclosure requirements imposed by ERISA and the Code and administering the Plan. In complying
with such requirements and in administering the Plan, the Company will use its Human Resources



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Department and those of other Employers, the Administrative Committee and Benefits Management
Committee as herein provided and as the Company may direct.



     13.2 Administrative Committee.




     (a) Responsibilities. The Administrative Committee will have general
responsibility for interpreting and assuring uniform administration of the provisions of the
Plan, except the Trust Agreement.




     (b) Members. The members of the Administrative Committee will be the persons
appointed by the Company’s Board of Directors. Each person who is or becomes a member of
the Administrative Committee will signify his acceptance by filing a written acceptance, and
may resign by filing his written resignation, with the Secretary to the Administrative
Committee.




     (c) Chairman, Secretary and Records. The Administrative Committee will elect
from its members a Chairman and a Secretary. The Secretary will keep a record of the
Administrative Committee’s proceedings and documents pertaining to the Administrative
Committee’s administration of the Plan.




     (d) Meetings. The Administrative Committee shall hold meeting upon such
notice, at such places and at times as it or the Secretary may determine.




     (e) Action. A majority of the Administrative Committee shall constitute a
quorum for the transaction of business. All resolutions or other action taken by the
Administrative Committee shall be by the vote of a majority of the members present at a
meeting or without a meeting by an instrument signed by a majority of the members.


      13.3 Benefits Management Committee.




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     (a) Responsibilities. The Benefits Management Committee will have the
responsibilities related to maintaining relationships with the Trustee and Investment
Managers and investment of the Trust Fund as set forth in Section 13.5(b).




     (b) Members. The members of the Benefits Management Committee will be the
persons appointed by the Company’s Board of Directors. Each person who is or becomes a
member of the Benefits Management Committee will signify his acceptance by filing a written
acceptance, and may resign by filing his written resignation, with the Secretary to the
Benefits Management Committee.




     (c) Chairman, Secretary and Records. The Benefits Management Committee will
elect from its members a Chairman and a Secretary. The Secretary will keep a record of the
Benefits Management Committee’s proceedings and documents pertaining to the Benefits
Management Committee’s administration of the Plan.




     (d) Meetings. The Benefits Management Committee shall hold meeting upon such
notice, at such place and at time as it or the Secretary may determine.




     (e) Action. A majority of the Benefits Management Committee shall constitute a
quorum for the transaction of business. All resolutions or other action taken by the
Benefits Management Committee shall be by the vote of a majority of the members present at a
meeting or without a meeting by an instrument signed by a majority of the members.



     13.4 Named Fiduciaries. The Company, the Trustee, the Administrative Committee and
the Benefits Management Committee shall each be a named fiduciary as defined in ERISA.


     l3.5 Authority and Duties of Various Fiduciaries.




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     (a) Plan Interpretation. Except as otherwise provided by the terms of the
Plan, the Administrative Committee shall have the exclusive right to interpret the Plan
(except the Trust Agreement) and to decide any and all matters arising under the Plan or in
connection with its administration, including, without limitation, Continuous Service,
eligibility to participate in the Plan, and determining eligibility for and the amount of
any benefit. The Company shall have no power to direct or modify any interpretation,
determination, or decision of the Administrative Committee. The Administrative Committee
may adopt rules for the administration of the Plan and the conduct of its business, which
rules shall be consistent with the provisions of the Plan.




     (b) Investment Administration. The Benefits Management Committee will have
general responsibility for maintaining relationships with the Trustee and Investment
Managers; selection and removal of the Trustee and Investment Managers; discontinuing,
establishing or modifying Investment Funds and related investment objectives; establishing
and reviewing general investment guidelines and policies; monitoring and evaluating the
performance of the Trustee and Investment Managers; establishing and implementing policies
and methods for funding the Plan consistent with the objectives of the Plan and the
requirements of law; and informing the Trustee about projected short-term and long-term
financial requirements and need for cash to make distribution.




     (c) Data and Records. The Company shall keep or cause to be kept in convenient
form such personnel data as may be necessary for the Plan. The Company shall prepare,
distribute, and file such reports and notices as may be required by applicable law or
regulations.



-57-









 






     (d) Services. The Company, the Administrative Committee, the Benefits
Management Committee and any other named fiduciary may each employ counsel, agents, and such
clerical and accounting services as it may require in carrying out its responsibilities
under the Plan. All fiduciaries shall be entitled to rely upon tables, valuations,
certificates, opinions, and reports furnished by any actuary, accountant, or legal counsel
appointed under the provisions of the Plan.




     (e) Standard of Conduct. Members of the Administrative and Benefits Management
Committees shall use that degree of care, skill, prudence and diligence that a prudent man
acting in a like capacity and familiar with such matters would use in his conduct of a
similar situation. Members of the Administrative or Benefits Management Committee shall not
be
liable for the breach of fiduciary responsibility of another fiduciary unless (l) he
knowingly participates in, or knowingly undertakes to conceal, an act or omission of such
other fiduciary, knowing such act or omission is a breach; or (2) he has enabled such other
fiduciary to commit a breach; by his failure to discharge his duties solely in the interest
of Members and Beneficiaries for the exclusive purpose of providing their benefits and
defraying reasonable expenses of administering the Plan not met by the Company; or (3) he
has knowledge of a breach by such other fiduciary and does not make reasonable efforts to
remedy the breach; or (4) if the Administrative Committee or Benefits Management Committee
improperly allocates among its Members or delegates to others, or fails to properly review
such allocation or delegation of fiduciary responsibilities.




     (f) Indemnification. The Company will indemnify and save harmless the members
of the Administrative Committee and Benefits Management Committee against any and all



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expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by him in connection with any civil, criminal,
administrative, or investigative action, proceeding, or claim (including an action by or in
the right of the Company) by reason of the fact that he is or was serving in such capacity;
provided that such person’s conduct is not finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.




     (g) Discretion. Whenever, in the administration of the Plan, any discretionary
action is required, the authorized party shall exercise his authority in a nondiscriminatory
manner so that all persons similarly situated will receive substantially the same treatment.



     13.6 Delegation. By appropriate instrument, unless precluded by the terms of such
appointment, any named fiduciary designated herein may designate any person (including any firm or
corporation) to carry out and cause to be performed part or all of such fiduciary’s
responsibilities and, upon such designation, the named fiduciary shall have no liability, except as
imposed by applicable law, for any act or omission of such person. The foregoing does not preclude
any other fiduciary to the extent allowed by ERISA and the terms of his appointment from delegating
part or all of such fiduciary’s responsibilities with respect to the Plan.



     13.7 Multiple Capacities. Any fiduciary may serve in more than one fiduciary capacity
with respect to the Plan.



     13.8 Compensation and Expenses of Fiduciaries. A fiduciary will be entitled to
receive any reasonable compensation for services rendered or for the reimbursement of expenses
properly and actually incurred in the performance of his or her duties under the Plan. However, a
fiduciary who already receives full-time pay from an Employer will receive no compensation from the
Plan, except



-59-









 







for reimbursement of expenses properly and actually incurred.



Article 14




Claim Procedures




     14.1 Claim. Any Employee, Eligible Employee, Member or Beneficiary who believes that
he is entitled to or has not received a right or benefit due him under the Plan may make a claim
therefor by filing a written claim with the Company or his Employer.



     14.2 Initial Determination. The Company acting for itself or through the Human
Resources Department of the Company or an Employer will determine initially any claim made pursuant
to
Section l4.1, including without limitation, eligibility for and the amount of any benefit claimed
by a Member or a Beneficiary, and will mail or deliver to the claimant a written notice of its
decision. Each notice denying a claim, in whole or part, will specify the reasons therefor, state
the time within which the Employee, Member or Beneficiary has to request review thereof and contain
such other information as the law may require. Such notice will be given within 30 days after
filing of the claim. If special circumstances require additional time for processing the claim,
the Company may delay issuing its decision for an additional 30 by giving the claimant written
notice of the circumstances requiring the delay. If no notice of decision or delay is given within
30 days after the claim is filed, the claim shall be deemed denied.



     14.3 Review. Within 60 days after receipt of the decision denying his claim, in whole
or part, such Employee, Member, Beneficiary or other claimant may request that the Administrative
Committee review the denial by filing a written request for review with the Administrative
Committee, and will have the right to inspect such documents as the Administrative Committee may
determine,



-60-









 







and meet with the Administrative Committee at such time and place as the Administrative
Committee determines, with or without a representative of his choice. The Administrative Committee
shall issue a written decision, stating the reasons therefor, including specific references to
pertinent provisions of the Plan, applicable practice and policy under the Plan, prior decisions of
the Administrative Committee and other information which the law may require or the Administrative
Committee deems appropriate, within 60 days after receipt of the request for review. If special
circumstances require additional time for processing such review, the Administrative Committee may
delay issuing its decision for an additional 60 days by giving the claimant written notice of such
circumstances and the date the Administrative Committee expects to render its final decision. If
the decision is not issued
within the prescribed period, the appeal shall be deemed denied. No claimant shall have
recourse to courts of law until the administrative review process set forth herein has been
completed.



     l4.4 Effect of Decision. The decisions of the Administrative Committee pursuant to
this Article l3 shall be final and binding on the Company and any Employer, Employee, Member,
Beneficiary or other claimant unless a court having jurisdiction of the matter under ERISA
determines that such decision was arbitrary and capricious.



Article 15




Adoption of Plan by Controlled Group Members




     15.1 Plan Adoption Procedure. Any Controlled Group Member may become an Employer
under the Plan if (a) the Company first approves the adoption of the Plan by the Controlled Group
Member and participation of the Controlled Group Member in the Plan as an Employer and the
eligibility of all or some categories of the Employees of the Controlled Group Member to
participate in the Plan as Members; (b) pursuant to resolution of its directors in a form
satisfactory to the Company,



-61-









 







the Controlled Group Member adopts the Plan, as amended, and delegates
to the Company authority to (i) enter into the Trust Agreement and agreements with one or more
Investment Managers, (ii) amend and/or terminate the Plan, Trust Agreement and/or agreements with
Investment Managers, and (iii) administer the Plan in accordance with its terms; and (c) the
Controlled Group Member agrees to be bound by any other terms and conditions which the Company may
require and are consistent with the purposes of the Plan.



     15.2 Effect of Plan Adoption. A Controlled Group Member that adopts the Plan pursuant
to this Article will be an Employer for all purposes hereunder. If the Company so authorizes, the
Eligible Employees of a Controlled Group Member may receive credit under the Plan for their
employment
with the Controlled Group Member prior to the date it became a Controlled Group Member for
purposes of determining vesting of the interests of such Employees in their Account; provided that
such credit will be applied in a uniform and nondiscriminatory manner with respect to all such
Eligible Employees.



Article 16




Amendment and Termination




     16.1 Amendment. The Company acting for itself or through the Administrative Committee
reserves the right to modify or amend, in whole or in part, any and all provisions of the Plan;
provided that no modification or amendment:




     (a) shall permit any part of the assets of the Trust Fund to be used for, or diverted
to, purposes other than the exclusive benefit of Members and their Beneficiaries, except as
provided in Section 6.7;



-62-









 






     (b) retroactively change the provisions for vesting any Member’s interest in any
Matching Contributions made for his benefit;




     (c) retroactively decrease the percentage of an Employer’s Matching Contribution; or




     (d) decrease any Member’s interest in Employee Contributions, Rollover Contributions,
Matching Contributions or earnings credited to his Account to the extent his interest
therein has vested.



     16.2 Termination.




     (a) By the Company. The Company reserves the right to terminate the Plan for
any reason in respect of any or all Employers and/or categories of Eligible Employees, and
direct complete discontinuance of contributions hereunder by any or all Employers and/or
categories of Eligible Employees.




     (b) By an Employer. Subject to the Company’s approval, an Employer may
discontinue its participation in the Plan for any reason in respect of any or all of its
categories of Eligible Employees and/or completely discontinue contributions hereunder by
any or all categories of its Eligible Employees.




     (c) Instructions to Trustee. If the Company terminates the Plan as to all
Employers and Eligible Employees or discontinues all contributions to the Trust Fund, the
Company will instruct the Trustee to distribute to each Member the value of all Plan Shares
credited to each Member as soon as practical and to continue to manage the Trust Fund until
all assets in the



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Trust Fund have been distributed to Members except as otherwise provided
in Section 6.7 in respect of Matching Contributions.



Article 17




Consolidation and Transfer




     17.1 Consolidation. Subject to Section 17.3, the Company may consolidate this Plan
and any other plan maintained by any Employer on such terms and conditions as the Company may
determine.



     17.2 Transfer. Subject to Section 17.3, the Company may permit Members to transfer to
this Plan any interests they may have under a plan maintained by the Company or Employer on such
terms and conditions as the Company may determine.



     17.3 Preservation of Benefits. In the event of a merger or consolidation with, or
transfer of assets to any other plan, each Member will receive a benefit immediately after such
merger, consolidation or transfer (if the Plan then terminated) which is at least equal to the
benefit the Member was entitled to immediately before such merger, consolidation or transfer (if
the Plan had terminated).



Article 18




Additional Provisions



The provision of the Appendices set forth below are incorporated herein by reference and made a
part hereof:





	 	(A)	 	Appendix A, Nondiscrimination Requirements
	 
	 	(B)	 	Appendix B, Limitations on Allocations




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	 	(C)	 	Appendix C, Top-Heavy Provisions





Article 19




Miscellaneous




     19.1 Benefits Payable from Trust Fund. All persons with any interest in the Trust
Fund shall look solely to the Trust Fund for any payments with respect to such interest.



     19.2 Payments for Exclusive Benefits of Members. Payments of benefits in respect of
the interest of a Member under the Plan to any person other than such Member in accordance with the
provisions of the Plan shall be deemed to be for the exclusive benefit of such Member.



     19.3 Address of Record. Each Member, Beneficiary or other person who has an interest
under the Plan, actual or potential, shall file and maintain on file with the Company and/or an
Employer a current address. Communications mailed by the Company and/or Employer, Trustee, or
Administrative Committee to such address will fulfill all obligations to provide required
information to Members, including former Employees and Beneficiaries, in regard to the Plan. The
last address as shown by the Company and/or Employer’s records will be presumed to be the current
address and all communications, including without limitation statements of a Member’s Account,
mailed thereto will be deemed given when mailed to such address.



     19.4 Elections. Members will make all elections hereunder in writing by the
completion and delivery of forms prescribed by the Company or Administrative Committee for such
purposes, within the time limits set forth hereunder with respect to each such election or, if no
time limit is set forth, such limit as may be established by the Administrative Committee. When
the time limit for making an



-65-









 







election would expire on a non-business day of the Company, such time
shall be extended to the next business day of the Company.



     19.5 No Right to Continued Employment. Neither the establishment or continuance of
the Plan nor the making of any contributions to the Plan nor the payment of any benefits hereunder
nor any action of the Company and/or Employer, the Directors, the Administrative Committee, the
Benefits Management Committee, or the Trustee shall be held or construed to confer upon any person
any legal
right to be continued in the employ of the Company or any Employer or to limit the right of
the Company or any Employer to terminate the employment of any person.



     19.6 No Assurance. Nothing herein will be deemed an assurance or guarantee that the
Trust Fund or any Investment Fund will not decrease in value or incur a loss.



     19.7 Time of Action. Any action required or permitted to be taken hereunder may be
taken at any time and from time to time unless the Plan expressly requires such action to be taken
at or within a specified time.



     19.8 Headings. Headings of Articles and Sections of the Plan are inserted for
convenience of reference and do not constitute a part of the Plan.



     19.9 Use of Masculine Terms. Masculine terms shall include the feminine wherever
appropriate.



     19.10 Ohio Law to Govern. All questions pertaining to the construction, regulation,
validity and effect of the provisions of the Plan, including the Trust Agreement, shall be
determined in accordance with the laws of the State of Ohio, except as provided in ERISA.



     19.11 Inalienability of Benefits and Interest. No benefit payable under the Plan or
interest in the Trust Fund shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment,



-66-









 







pledge, encumbrance or charge, and any such attempted action shall be void
and no such benefit or interest shall be in any manner liable for or subject to debts, contracts,
liabilities, engagements or torts of any Member or Beneficiary. If any Member or Beneficiary shall
become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge any benefit payable under the Plan or interest in the Trust Fund, then to the extent
permitted by law, the Administrative Committee in its discretion may hold or apply such benefit or
interest or any part thereof to or for the benefit of such
Member, or his Beneficiary, his spouse, children, blood relatives, or dependents, or any of
them, in such manner and in such proportions as the Administrative Committee may consider proper.
Notwithstanding the foregoing, a Member may direct that a distribution pursuant to Article 10 or
Article 11 shall be paid to the trustee of a trust created by him for his own benefit or for the
benefit of his immediate family.



     Notwithstanding any provision in the Plan to the contrary, the Plan shall make all payments
required by a qualified domestic relations order (“QDRO”) within the meaning of Code Section
4l4(0), including distributions required or permitted by a QDRO to an alternate payee even though
such payments are with respect to a Member who has not incurred a Termination of Employment Date
and which commence before the Member has attained the earliest retirement age under the Plan. The
Company shall establish a procedure to determine the qualified status of a QDRO and to administer
distributions under a QDRO.



     19.12 Severability. If any provision of this Plan, any amendment to this Plan or any
part of such amendment is held to be invalid, illegal or unenforceable by any court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
of this Plan or any other part of such amendment.



-67-









 





     19.13. Veterans’ Reemployment Rights. Notwithstanding any other provision in the Plan
to the contrary, contributions, benefits, and service credit with respect to qualified military
service shall be provided in accordance with Code section 414(u). The Company shall notify the
Trustee of any Member with respect to whom additional contributions are made because of qualified
military service.




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Article 20




Terms of Mergers or Consolidations




     20.1 Merger with Aerojet Savings Plan.




     (a) Merger. The Aerojet-General Corporation Savings Plan (“Aerojet Plan”) was
merged into the Plan effective as of 12:01 a.m. on 1 December 1989 (“Effective Date”).




     (b) Accounts. In connection with said merger, Participants’ balances in their
Accounts in the Aerojet Plan were transferred to the Plan, becoming part of such
Participants’ corresponding Accounts in the Plan as follows:



	 	 	 
	 	 	                GenCorp
	             Aerojet Plan	 	             Savings Plan
	Company Account (401(k))

	 	Aerojet Matching

Contribution Account
	 
	 	 
	Company Account (401(a))

	 	Aerojet Matching

Contribution Account
	 
	 	 
	Employee 401(k) Account

(Basic)

	 	Basic Before Tax

Contribution Account
	 
	 	 
	Employee 401(k) Account

(Supplemental)

	 	Supplemental

Before-Tax

Contribution Account
	 
	 	 
	Employee 401(a) Account

(Pre-1987 Basic)

	 	Pre-1987 Basic

After-Tax

Contribution Account
	 
	 	 
	Employee 401(a) Account

(Pre-1987 Supplemental)

	 	Pre-1987 Supplemental

After-Tax

Contribution Account
	 
	 	 
	Employee 401(a) Account

(Post-1986 Basic)

	 	Post-1986 Basic

After-Tax

Contribution Account






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	 	 	                GenCorp
	             Aerojet Plan	 	             Savings Plan
	Employee 401(a) Account

(Post-1986 Supplemental)

	 	Post-1986 Supplemental

After-Tax

Contribution Account







Participants remain fully vested in their entire Account balances under the Plan, including
the amounts transferred from the Aerojet Plan.




     (c) Plan Shares. The numbers of Units in the GenCorp Stock Fund, Diversified
Equity Fund and Interest Income Fund held in each Participant’s Accounts under the Aerojet
Plan were converted as of the Effective Date into equivalent numbers of Plan Shares in said
Funds to be held in the Participant’s Accounts under the Plan. Such conversion was
accomplished by multiplying the number of the Participant’s Units in the specific Fund under
the Aerojet Plan by the appropriate Unit value as determined under Section 9.3 of the
Aerojet Plan, and dividing the result by the value of a Plan Share in the same Fund under
the Plan. For example, the rounded value of a Unit in the GenCorp Stock Fund under the
Aerojet Plan was $.90 as of 30 November 1989. The rounded value of a Plan Share in the
GenCorp Stock Fund under the Plan was $.52 as of 30 November 1989. Therefore, 100 units in
the GenCorp Stock Fund under the Aerojet Plan were converted on that date to approximately
173 Plan Shares in the GenCorp Stock Fund under the Plan (i.e., .90/.52 x 100).




     (d) Preservation of Rights. From and after the Effective Date, the rights of
Participants to their Account balances are governed by the terms of the Plan, except to the
extent preservation of an optional form of benefit provided under the Aerojet Plan is
required pursuant to Treas. Regs. '1.411(d)-4, Q&A-2(a)(3) and Q&A-3(a)(1). If so
required, the relevant terms of the Aerojet Plan are deemed to be incorporated in the Plan.



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     20.2 Merger with Non-Bargaining Employees’ Savings Plan




     (a) Merger. The GenCorp Non-Bargaining Employees’ Savings Plan
(“Non-Bargaining Plan”) was merged into the Plan effective as of 12:01 a.m. on November 1,
1996.




     (b) Accounts. In connection with said merger,




     (1) Members’ balances in their Accounts in the Non-Bargaining Plan were
transferred to the Plan, becoming part of such Members’ corresponding Accounts in the
Plan;




     (2) The numbers of Plan Shares in the respective Investment Funds held in each
Member’s Accounts under the Non-Bargaining Plan were converted into equivalent
numbers of Plan Shares in said Funds to be held in the Member’s Accounts under the
Plan;




     (3) Members remained fully vested in their entire Account balances under the
Plan, including the amounts transferred from the Non-Bargaining Plan; and




     (4) Former Members in the Non-Bargaining Plan who were Employees on and after
November 1, 1996 were eligible to participate in the Plan in accordance with the
terms of the Plan.




     (c) From and after November 1, 1996, the rights of Members to their Account balances
are governed by the terms of the Plan, except to the extent preservation of an optional form
of benefit provided under the Non-Bargaining Plan is required pursuant to Treas. Regs.
§1.411(d)-4, Q&A-2(a)(3) and Q&A-3(a)(1). If so required, the relevant terms of the
Non-Bargaining Plan are deemed to be incorporated in the Plan.



-71-









 





     20.3 Merger with Aerojet Bargaining Unit Savings Plan.




     (a) Merger. The Aerojet-General Corporation Savings Plan for Bargaining Unit
Employees (“Aerojet B.U. Plan”) was merged into the Plan in two separate transactions:




     (1) Members in the Aerojet B. U. Plan who belonged to (i) International
Association of Machinist & Aerospace Workers (“IAM”) Local 946, (ii) IAM Local 812
and (iii) International Union of Operating Engineers, Stationary Engineers Local 39
(collectively referred to herein as the “Sacramento Members”), having ceased to be
eligible to participate in the Aerojet B. U. Plan, became eligible to participate in
the Plan on November 1, 1996.




     (2) The Aerojet B.U. Plan was fully merged into the Plan, and the remaining
Members in the Aerojet B.U. Plan became eligible to participate in the Plan,
effective as of 11:59 p.m. on October 31, 1997.




     (b) Accounts. The Accounts of Members under the Aerojet B.U. Plan were
transferred into the Plan simultaneously with each Member become eligible to participate in
the Plan in accordance with subsection (a), becoming part of such Members’ corresponding
Accounts in the Plan. In connection with said transfers,




     (1) The numbers of Plan Shares in the respective Investment Funds held in each
Member’s Accounts under the Aerojet B.U. Plan were converted into equivalent numbers
of Plan Shares in said Funds to be held in the Member’s Accounts under the Plan; and




     (2) Former Aerojet B.U. Plan Members shall continue to vest, in accordance with
the terms of the Aerojet B.U. Plan, in the amounts (including earnings thereon)



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included in their Account balances under the Plan which were transferred from the
Aerojet B.U. Plan




     (c) From and after the effective dates of such transfers in accordance with this
Section 20.3, the rights of Members to their Account balances are governed by the terms of
the Plan, except to the extent preservation of an optional form of benefit provided under
the Aerojet B.U. Plan is required pursuant to Treas. Regs. §1.411(d)-4, Q&A-2(a)(3) and
Q&A-3(a)(1). If so required, the relevant terms of the Aerojet B.U. Plan are deemed to be
incorporated in the Plan.



     20.4 Spin-Off of OMNOVA Solutions Inc. on October 1, 1999. The Plan was amended
effective October 1, 1999, to be a multiple employer plan as described in Section 413(c) of the
Internal Revenue Code as provided below:




     1. Following the spin-off of GenCorp’s Performance Chemicals and Decorative & Building
Products businesses into a separate and independent public company, OMNOVA Solutions Inc.
(“OMNOVA”) (the “Distribution”), OMNOVA will be a Participating Sponsor of the Plan and the
employees of OMNOVA will participate in the Plan as described herein;




     2. GenCorp will perform day-to-day administration of the Plan with cooperation and
assistance of OMNOVA pursuant to a Services and Support Agreement between GenCorp and
OMNOVA;




     3. GenCorp will continue to be both the administrator and sponsor of
the Plan, as defined in ERISA sections 3(16)(A) and (B), for purposes of complying with the reporting and
disclosure requirements imposed by ERISA and the Code in administering the Plan;



-73-









 






     4. The Administrative Committee for the Plan, which will have general responsibility
for interpreting and assuring uniform administration of the provisions of the Plan, will be
composed of three (3) members of the GenCorp Administrative Committee and two (2) members of
the OMNOVA Administrative Committee;




     5. The Benefits Management Committee for the Plan, which will have the responsibilities
related to maintaining relationships with the trustee and investment managers and investment
of the trust fund, will be composed of two (2) members of the GenCorp Benefits Management
Committee and two (2) members of the OMNOVA Benefits Management Committee;




     6. Following the Distribution, employer matching contributions on behalf of GenCorp
employees will be made solely by GenCorp and solely to the GenCorp Stock Fund and employer
matching contributions on behalf of OMNOVA’s employees will be made solely by OMNOVA and
solely to the OMNOVA Stock Fund;




     7. Following the Distribution, OMNOVA common stock held in the accounts of GenCorp
employees that is attributable to contributions made before the Distribution may be retained
in the OMNOVA Stock Fund, transferred to the GenCorp Stock Fund or transferred to any other
available investment funds in the Plan at the participant’s election in accordance with the
terms of the Plan and contributions made to or held under the Plan on behalf of GenCorp
employees may not otherwise be invested in the OMNOVA Stock Fund;




     8. OMNOVA common stock held in the accounts of GenCorp employees that is attributable
to employer matching contributions that have been in the plan for at least two full plan
years may be withdrawn, in cash or in kind, and any dividends on OMNOVA common



-74-









 







stock in accounts of GenCorp employees will be reinvested in the OMNOVA Stock Fund;




     9. Following the Distribution, GenCorp common stock held in the accounts of OMNOVA
employees that is attributable to contributions made before the Distribution may be retained
in the GenCorp Stock Fund, transferred to the OMNOVA Stock Fund or transferred to any other
available investment fund in the Plan at the participant’s election in accordance with the
terms of the Plan, and contributions made to or held under the Plan on behalf of OMNOVA
employees may not be invested in the GenCorp Stock Fund;




     10. GenCorp common stock held in the accounts of OMNOVA employees that is attributable
to employer matching contributions that have been in the plan at least two full plan years
may be withdrawn, in cash or in kind, and any dividends after the Distribution Date on
GenCorp common stock in accounts of OMNOVA employees will be reinvested in the GenCorp Stock
Fund; and




     11. Not later than October 31, 2001, the accounts of OMNOVA employees and former OMNOVA
employees will be transferred to a new separate savings plan to be established by OMNOVA
and, thereafter, neither OMNOVA nor its employees will participate in the Plan.




     12. Notwithstanding any terms of the Plan as in effect on September
30, 1999, the



plan will be administered as described above.



     20.5 [None]



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     20.6 Transfer of Account Balances to Aerojet Fine Chemicals LLC Retirement Savings
Plan.




     (a) Effective December 1, 2000, account balances of all Members who are employees of
Aerojet Fine Chemicals LLC are spun-off and transferred to the Aerojet Fine Chemicals LLC
Retirement Savings Plan (“AFC Plan”).




     (b) For purposes of this transfer, account balances and assets are to valued as of the
close of business on November 30, 2000, and physically transferred as soon as practicable
thereafter.




     (c) Each Member shall be entitled to the same benefit under the AFC Plan immediately
after the transfer as he is entitled to receive under this Plan immediately before the
transfer.




     (d) The transfer of assets and liabilities from the Plan to the AFC Plan shall not be
deemed a termination or partial termination of the Plan.



     20.7 Merger with GenCorp Profit Sharing Plan.




     (a) Effective December 1, 2000, the Profit Sharing Retirement and Savings Plan for
Salaried Employees of GenCorp Inc and Certain Subsidiary Companies (“Profit Sharing Plan”)
is including the account balances of all remaining Members in the Profit Sharing Plan, is
merged into this Plan.




     (b) For purposes of this transfer, account balances and assets in the Profit Sharing
Plan are to valued as of the close of business on November 30, 2000, and physically
transferred



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as soon as practicable thereafter.




     (c) Each Member shall be entitled to the same benefit under this Plan, immediately
after the merger, in respect of his Profit Sharing Plan account balance, as he was entitled
to receive under the Profit Sharing Plan immediately before the merger.




     (d) Optional forms of benefit distribution which were available under the Profit
Sharing Plan prior to their discontinuance pursuant to an amendment dated November 30, 2000,
shall continue to be available under the Plan for a Member whose annuity starting date in
respect of his Profit Sharing Plan account balance is earlier than the earlier of (i) the
90th day after notice of the amendment eliminating such optional forms of benefit
distribution is provided in accordance with Treasury regulations § 1.411(d)-4, A-2
(e)(1)(ii)(A), or (ii) December 1, 2001.



     20.8 Transfer of Account Balances to OMNOVA Solutions Retirement Savings Plan.




     (a) Effective December 1, 2000, the Plan ceases to be a multiple employer plan, and
account balances of all Members who are (i) current employees of OMNOVA Solutions Inc.
(“OMNOVA”) or (ii) former employees of current OMNOVA business locations, are spun-off and
transferred to the OMNOVA Solutions Retirement Savings Plan (“OMNOVA Plan”).




     (b) For purposes of this transfer, account balances and assets are to valued as of the
close of business on November 30, 2000, and physically transferred as soon as practicable
thereafter.



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     (c) Each Member shall be entitled to the same benefit under the OMNOVA Plan immediately
after the transfer as he is entitled to receive under this Plan immediately before the
transfer.




     (d) The transfer of assets and liabilities from the Plan to the OMNOVA Plan shall not
be deemed a termination or partial termination of the Plan. 1.411(d)-4, A-2 (e)(1)(ii)(A),
or (ii) December 1, 2001.



     20.9 Merger with Draftex Retirement Savings Plan.




     (a) Effective October 1, 2001, the Draftex Inc. Retirement Savings Plan (“Draftex
Plan”) is merged into this Plan and current participants in the Draftex Plan (“Draftex
Participants”) will hereafter be subject to the terms of this Plan, except




     (1) The six-month waiting period with respect to in-service Distributions set
forth in Section 10.1 (a) shall not apply to the account balances of Draftex
Participants transferred from the Draftex Plan; and




     (2) The transferred account balances of Draftex Participants who are actively
employed on October 1, 2001 or who thereafter return to work from an approved leave
of absence shall be 100% vested; the transferred account balances of all other
Draftex Participants shall continue to be subject to the following vested schedule:



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	Years of Service	 	Percentage Vested
	1
	 	 	20	%
	2
	 	 	50	%
	3
	 	 	100	%







     (b) Draftex Participants’ account balances in the Investment Funds that were
available under the Draftex Plan will automatically transfer to Investment Funds
under the Plan as follows:



	 	 	 
	             Current Investment Fund	 	             New Investment Fund
	Fidelity Magellan Fund

	 	U.S. Equity Index Commingled Pool
	Fidelity Contrafund

	 	U.S. Equity Index Commingled Pool
	Spartan U.S. Equity Index Fund

	 	U.S. Equity Index Commingled Pool
	Fidelity Puritan Fund

	 	Fidelity Freedom 2010 Fund
	Fidelity Aggressive Growth Fund

	 	Fidelity Growth Company Fund
	Fidelity Investment Grade Bond Fund

	 	Fidelity Investment Grade Bond Fund
	Fidelity Retirement Money Market Portfolio

	 	Fidelity Retirement Money Market Portfolio







     (c) For purposes of this transfer, account balances and assets in the Draftex
Plan are to valued as of the close of business on September 30, 2001, and physically
transferred as soon as practicable thereafter.




     (d) Each participant in the Draftex Plan shall be entitled to the same benefit
under this Plan, immediately after the merger, in respect of his Draftex Plan account
balance, as he was entitled to receive under the Draftex Plan immediately before the
merger.



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     20.10 Merger with GenCorp Bargaining Unit Employees’ Savings Plan. The GenCorp
Bargaining Unit Employees’ Savings Plan. (“B.U. Plan”) is merged into the Plan effective as of
12:01 a.m. on August 1, 2002 (“Effective Date”). In connection with said merger,




     (a) The terms and conditions of the B.U. Plan as in effect immediately prior to the
merger shall be set forth in a separate document, incorporated herein as the “Bargaining
Unit Employees’ Savings Program” of the Plan,




     (b) Assets of the B.U. Plan, which already are held by the Trustee in the same
investment funds in the master trust, will be deemed transferred to the Plan on the
Effective Date; and




     (c) Immediately after the merger, each participant in the Plan (including the
Bargaining Unit Employees’ Savings Program) would (if the plan then terminated) receive a
benefit which is equal to the benefit such participant would have been entitled to under the
Plan or B.U. Plan, as applicable, immediately before the merger.


References in the Plan document as in existence on the Effective Date to the “Plan” shall be read
as a reference to the Plan excluding the Bargaining Unit Employees’ Savings Program, unless the
context clearly requires a reference to the Plan as a whole.




     20.11 Merger with Defined Contribution Pension Plan for Hourly Employees. The Defined
Contribution Pension Plan for Hourly Employees of GenCorp Inc. and Certain Subsidiary Companies
(“DC Hourly Plan”) is merged into the Plan effective as of 11:59 p.m. on October 31, 2005
(“Effective Date”). In connection with said merger,



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     (a) The terms and conditions of the DC Hourly Plan as in effect immediately prior to
the merger shall be set forth in a separate document, incorporated herein as the “Defined
Contribution Pension Program” of the Plan,




     (b) Assets of the DC Hourly Plan, which are held in Trust pursuant to separate trust
and custody agreements, will be deemed transferred to the Plan on the Effective Date; and




     (c) Immediately after the merger, each participant in the Plan (including the Defined
Contribution Pension Program) would (if the plan then terminated) receive a benefit which is
equal to the benefit such participant would have been entitled to under the Plan or DC
Hourly Plan, as applicable, immediately before the merger.


References in the Plan document as in existence on the Effective Date to the “Plan” shall be read
as a reference to the Plan excluding the Defined Contribution Pension Program, unless the context
clearly requires a reference to the Plan as a whole.




     20.12 Merger with Aerojet Fine Chemicals Retirement Savings Plan.




     (a) Effective as of 11:59 pm PST on March 31, 2006 (“Effective Date”), the Aerojet Fine
Chemicals Retirement Savings Plan. (“AFC Plan”) is merged into this Plan and current
participants in the AFC Plan (“AFC Participants”) will thereafter be Members in this Plan
and be subject to the terms of this Plan.




     (b) AFC Participants’ account balances in the investment funds that are available under
the AFC Plan will automatically transfer to Investment Funds in this Plan as follows:



	 	 	 
	             AFC Plan Investment Option	 	             Plan Investment Fund
	Spartan US Equity Index Fund-Investor 

Class

	 	Fidelity US Equity Index

Commingled Pool






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	             AFC Plan Investment Option	 	             Plan Investment Fund
	Fidelity US Bond Index Fund

	 	Fidelity Investment Grade Bond

Fund
	Fidelity Balanced Fund

	 	Fidelity Freedom 2020 Fund
	 
	 	 
	GenCorp Stock Fund (Share Accounted)

	 	GenCorp Stock Fund (Unitized

Stock Fund)
	Managed Income Portfolio

	 	Managed Income Portfolio
	 
	 	 
	Fidelity Equity-Income Fund

	 	Fidelity Equity-Income Fund
	 
	 	 
	Fidelity Growth Company Fund

	 	Fidelity Growth Company Fund
	 
	 	 
	Fidelity Low-Priced Stock Fund

	 	Fidelity Low-Priced Stock Fund
	 
	 	 
	Fidelity Diversified International Fund

	 	Fidelity Diversified

International Fund
	Fidelity Mid-Cap Stock Fund

	 	Fidelity Mid-Cap Stock Fund
	 
	 	 
	Fidelity Retirement Money Market Portfolio

	 	Fidelity Retirement Money

Market Portfolio







     (c) For purposes of this merger, account balances and assets in the AFC Plan are to be
valued as of 1:00 pm PST on March 31, 2006, and physically transferred from the AFC Plan to
this Plan as soon as practicable thereafter.




     (d) Each AFC participant shall be entitled to the same benefit under this Plan,
immediately after the merger, in respect of his AFC Plan account balance, as he was entitled
to receive under the AFC Plan immediately before the merger.




-82-









 








SCHEDULE A




GENCORP RETIREMENT SAVINGS PLAN




     In
accordance with Section 2.3(a)(i), the following categories of
Employees are ineligible to participate as Members of the Plan:



	 	 	 	 	 
	EMPLOYER	 	BUSINESS LOCATION	 	UNION
	None

	 	None	 	None






A-1









 






SCHEDULE B




GENCORP RETIREMENT SAVINGS PLAN




     Following are descriptions of the GenCorp Stock Fund and the closed OMNOVA Stock Fund as of
December 1, 2000.



     1. GenCorp Stock Fund




     (a) Investment: Contributions to the GenCorp Stock Fund will be invested in
Company Shares which may be purchased in the open market or from the Company at their fair
market value on the date of purchase. A portion of the GenCorp Stock Fund may be held in
cash or other short-term investments as provided in Section 6.4.




     (b) Objective: The primary objective of the GenCorp Stock Fund will be to
encourage Members who are employees of GenCorp to become shareholders of GenCorp and align
their interests as shareholders and employees of GenCorp.



     2. OMNOVA Stock Fund.




     (a) Investment: Assets in the OMNOVA Fund are invested in shares of common
stock of OMNOVA Solutions Inc. A portion of the OMNOVA Stock Fund may be held in cash or
other short-term investments as provided in Section 6.4.




     (b) Objective: The OMNOVA Stock Fund is closed to new contributions.




A-2









 








APPENDIX A




GENCORP RETIREMENT SAVINGS PLAN




NONDISCRIMINATION REQUIREMENTS




     A.1 Excess Deferrals.



          (a) Limit on 401(k) Contributions. Notwithstanding the provisions of Article 4, a
Member’s 401(k) Contributions (as defined in this Section A.l(a)) for any taxable year of such
Member shall not exceed $7,000 (as such amount may be adjusted for increases in the cost of living
pursuant to regulations prescribed by the Secretary of the Treasury). Except as otherwise provided
in this Section, the term “401(k) Contributions” for purposes of this Appendix means and includes
(i) any employer contribution made under any qualified cash or deferred arrangement as defined in
Code section 401(k) to the extent not includible in gross income for the taxable year under Code
section 402(e)(3) (determined without regard to Code section 402(g)), (ii) any employer
contribution to the extent not includible in gross income for the taxable year under Code section
402(h)(1)(B) (determined without regard to Code section 402(g)), and (iii) any employer
contribution to purchase an annuity contract under Code section 403(b) under a salary reduction
agreement within the meaning of Code section 3121(a)(5)(D); and “401(a) Contributions” means and
includes a Member’s After-Tax Contributions (as defined in Article l).



          (b) Distribution of Excess Deferrals. If a Member’s 401(k) Contributions exceed the
amount described in Section A.1(a) (hereinafter called “excess deferrals”), such excess deferrals
(and any income allocable thereto) will be distributed to the Member by April 1 following the close
of the taxable year in which such excess deferrals occurred if (and only if) by March 1 following
the close of such taxable year, the Member (i) allocates the amount of such excess deferrals among
the plans under which the excess deferrals were made and (ii) notifies the Administrative Committee
of the portion allocated to this Plan. The amount of excess deferrals that may be distributed with
respect to a Member for a taxable year shall be reduced by any excess contributions (as defined in
Section A.2(d)) previously distributed or recharacterized with respect to such Member for the Plan
Year beginning with or within such taxable year.



          (c) Return of Matching Contributions. If a Member’s 401(k) Contributions under this
Plan exceed the amount described in Section A.1(a), or if a Member’s 401(k) Contributions made
under this Plan do not exceed such amount but he allocates a portion of his excess deferrals to his
401(k) Contributions made to this Plan, Matching Contributions, if any, made with respect to such
401(k) Contributions (and any income applicable thereto) shall be forfeited and used to reduce
subsequent cash payments of Matching Contributions in accordance with Section 5.2.


      A.2 Excess 401(k) Contributions.




AA-1









 





          (a) Actual Deferral Percentage Test. Notwithstanding the provisions of Article 4 or
Article 5, for any Plan Year,



     (i) the actual deferral percentage (as defined in Section A.2(b) for the group of eligible
Highly Compensated Employees for such Plan Year shall not exceed the actual deferral percentage
for all other Eligible Employees for such Plan Year multiplied by 1.25, or



     (ii) the excess of the actual deferral percentage for the group of eligible Highly
Compensated Employees (as defined in Section A.2(c)) for such Plan Year over the actual deferral
percentage for all other Eligible Employees for such Plan Year shall not exceed 2 percentage
points, and the actual deferral percentage for the group of eligible Highly Compensated Employees
for such Plan Year shall not exceed the actual deferral percentage for all other Eligible
Employees for such Plan Year multiplied by 2.


If two or more plans which include cash or deferred arrangements are considered as one plan for
purposes of Code section 401(a)(4) or 410(b), such arrangements included in such plans shall be
treated as one arrangement for the purposes of this Section. If any eligible Highly Compensated
Employee is a participant under two or more cash or deferred arrangements of the Controlled Group,
all such arrangements shall be treated as one cash or deferred arrangement for purposes of
determining the deferral percentage with respect to such eligible Highly Compensated Employee.
Effective for the Plan Year commencing November 1, 2000, the Plan shall use the current year
testing method.




          (b) Definition of Actual Deferral Percentage. For the purposes of this Appendix, the
actual deferral percentage for a specified group of Eligible Employees for a Plan Year shall be the
average of the ratios (calculated separately for each Eligible Employee in such group) of (i) the
amount of 401(k) Contributions actually allocated to the Accounts of each such Eligible Employee
for such Plan Year (including any “excess deferrals” described in Section A.1) to (ii) the Eligible
Employee’s compensation for such Plan Year. For the purposes of this Section A.2(b), the term
“compensation” shall mean an Eligible Employee’s compensation from an Employer that is required to
be reported as wages on the Eligible Employees’ Form W-2 for income tax purposes. For purposes of
determining the actual deferral percentage test, 401(k) Contributions must be made before the last
day of the twelve-month period immediately following the Plan Year to which such contributions
relate and must be allocated to the Member’s Account as of a date within the Plan Year to which
such contributions relate.



          (c) Definition of Eligible Highly Compensated Employee. For the purposes of this
Appendix, the term “eligible” Highly Compensated Employee means a Highly Compensated Employee
eligible to become a Member under Article 2.



          (d) Treatment of Excess Contributions. If excess contributions (as such term is
hereinafter defined) are made to the Trust for any Plan Year, then such contributions, to the



AA-2









 




extent permitted in Treasury Regulations, shall be recharacterized for purposes of Section A.2.
Before-Tax Contributions shall be recharacterized as After-Tax Contributions. For the
purposes of this Section A.2(d), the term “excess contributions” shall mean, for any Plan Year, the
excess of (A) the aggregate amount of 401(k) Contributions allocated to the Accounts of eligible
Highly Compensated Employees for such Plan Year over (B) the maximum amount of such 401(k)
Contributions permitted for such Plan Year under Section A.2(a), determined as follows: First, the
aggregate excess contributions for Highly Compensated Employees are determined by (i) reducing the
401(k) Contributions of the Highly Compensated Employee with the highest Actual Deferral Percentage
until such Actual Deferral Percentage equals that of the Highly Compensated Employee with the next
highest Actual Deferral Percentage, and (ii) continuing such process in the order of the highest
Actual Deferral Percentages among Highly Compensated Employees until the requirements of Section
A.2(a) are satisfied. Second, the amount of aggregate excess contributions will be distributed by
(iii) distributing, to the Highly Compensated Employee with the highest dollar amount of excess
contributions, that amount which will reduce his excess contributions to the same level as the
Highly Compensated Employee with the next highest dollar amount of excess contributions, and (iv)
continuing such process in the order of the Highly Compensated Employees with the highest dollar
amounts of excess contributions until the aggregate excess contributions have been distributed.
Such reductions shall be made pursuant to non-discriminatory rules adopted by the Administrative
Committee consistent with applicable law. Excess contributions that cannot be recharacterized as
401(a) Contributions, and any income allocable thereto, shall be designated as such and distributed
to the Highly Compensated Employee as soon as practicable but in any event prior to the end of the
following Plan Year on the basis of the respective portions of the excess contributions
attributable to each such Member. The amount of excess contributions to be recharacterized or
distributed under this Section A.2(d) with respect to an eligible Highly Compensated Employee for a
Plan Year shall be reduced by any excess deferrals previously distributed to such Employee for his
taxable year ending with or within such Plan Year. The income or loss allocable to excess
contributions for a Plan Year shall be determined by multiplying the income or loss for the Plan
Year in the Member’s Account by a fraction, the numerator of which is the amount of the excess
contributions in the Member’s Account and the denominator is the balance of the Member’s Account
determined without regard to any income or loss during the Plan Year. Income or loss for any
period after the end of the Plan Year shall be disregarded for the purpose of determining income or
loss allocable to excess contributions.




          (e) Forfeiture of Matching Contributions. Matching Contributions made with respect
to a Member’s excess contributions that are not recharacterized as After-Tax Contributions (and any
income allocable thereto) shall be forfeited (if forfeitable) and applied to reduce subsequent cash
payments of Matching Contributions in accordance with Section 5.2.



      A.3 Excess Matching and 401(a) Contributions.



AA-3









 





          (a) Contribution Percentage Test. Notwithstanding the provisions of Article 4 or
Article 5, for any Plan Year the contribution percentage (as defined in Section A.3(b)) for the
group of eligible Highly Compensated Employees for such Plan Year shall not exceed the greater
of (i) 125 percent of the contribution percentage for all other eligible Employees or (ii) the
lesser of 200 percent of the contribution percentage for all other Eligible Employees or the
contribution percentage for all other Eligible Employees plus 2 percentage points. If two or more
plans of the Controlled Group to which Matching Contributions, 401(a) contributions or 401(k)
Contributions (as defined in Section A.1(a)) are made are treated as one plan for purposes of Code
section 410(b), such plans shall be treated as one plan for purposes of this Appendix A.3(a); and
if an eligible Highly Compensated Employee participates in two or more plans of the Controlled
Group to which such contributions are made, all such contributions shall be aggregated for purposes
of this Appendix A.3(a).



          If one or more Highly Compensated Employees participate in both a cash or deferred arrangement
and a plan subject to the contribution percentage test maintained by an Employer, the sum of the
actual deferral percentage and contribution percentage of those Highly Compensated Employees who
also participate in a cash or deferred arrangement will be reduced (beginning with such Highly
Compensated Employee whose contribution percentage is the highest) so that the “aggregate limit” is
not exceeded. The amount by which each Highly Compensated Employee’s contribution percentage
amount is reduced will be treated as an excess aggregate contribution. The actual deferral
percentage and contribution percentage of the Highly Compensated Employees are determined after any
corrections required to meet the actual deferral percentage and contribution percentage tests.
Multiple use does not occur if both the actual deferral percentage and the contribution percentage
of the Highly Compensated Employees do not exceed 1.25 times the actual deferral percentage and
contribution percentage of the non-Highly Compensated Employees. For purposes of this Section A.3,
“aggregate limit” means the greater of the sum of (i) 1.25 times the greater of the actual deferral
percentage of non-Highly Compensated Employees for the Plan Year or the contribution percentage of
non-Highly Compensated Employees for the Plan Year beginning with or within the Plan Year of the
cash or deferred arrangement; and (ii) the lesser of two times or two plus the lesser of such
actual deferral percentage or contribution percentage. Effective for the Plan Year commencing
November 1, 2000, the Plan shall use the current year testing method.



          (b) Definition of Contribution Percentage. For the purposes of this Section, the
contribution percentage for a specified group of Eligible Employees for a Plan Year shall be the
average of the ratios (calculated separately for each Eligible Employee in such group) of (i) the
sum of the Matching Contributions and After-Tax Contributions paid under the Plan by or on behalf
of each such Eligible Employee for such Plan Year to (ii) the Eligible Employee’s compensation (as
defined in Section A.2(b)) for such Plan Year.



          (c) Treatment of Excess Aggregate Contributions. If excess aggregate contributions
(as such term is hereinafter defined) are made to the Trust for any Plan Year, then, as soon as
practicable but in any event prior to the end of the following Plan Year, such excess aggregate
contributions (and any income allocable thereto) shall be forfeited (if forfeitable) and



AA-4









 




applied to reduce the cash payment of future contributions allocable as Matching Contributions or (if not
forfeitable) shall be designated as such and distributed to the eligible Highly
Compensated Employees on the basis of the respective portions of the excess contributions
attributable to each such Employee. For the purposes of this Section A.3(c), the term “excess
aggregate contributions” shall mean, for any Plan Year, the excess of (i) the aggregate amount of
the contributions allocated as Matching Contributions and Member’s 401(a) Contributions actually
paid to the Trust Fund by or on behalf of eligible Highly Compensated Employees for such Plan Year
over (ii) the maximum amount of such contributions allocated as Matching Contributions and Member’s
401(a) Contributions permitted for such Plan Year under Section A.3(a), determined as follows:
First, the aggregate excess contributions for Highly Compensated Employees are determined by (i)
reducing the Matching Contributions and Member’s 401(a) Contributions made on behalf of the Highly
Compensated Employee with the highest contribution percentage (as defined in Section A.3(b)) until
such contribution percentage equals that of the Highly Compensated Employee with the next highest
contribution percentage, and (ii) continuing such process in the order of the highest contribution
percentages among Highly Compensated Employees until the requirements of Section A.3(a) are
satisfied. Second, the amount of aggregate excess contributions will be distributed by (iii)
distributing to the Highly Compensated Employee with the highest dollar amount of excess
contributions that amount which will reduce his excess contributions to the same level as the
Highly Compensated Employee with the next highest dollar amount of excess contributions, and (iv)
continuing such process in the order of the Highly Compensated Employees with the highest dollar
amounts of excess contributions until the aggregate excess contributions have been distributed.
For purposes of this Section A.3(c), and notwithstanding any of the provisions of Article 9 of the
Plan, any Matching Contribution made with respect to a Member’s 401(a) Contribution that is an
excess aggregate contribution as defined above will be treated as forfeitable. Such reductions
shall be made pursuant to non-discriminatory rules adopted by the Administrative Committee that are
consistent with applicable law. The income or loss allocable to excess contributions for a Plan
Year shall be determined by multiplying the income or loss for the Plan Year in the Member’s
Account by a fraction, the numerator of which is the amount of the excess aggregate contributions
in the Member’s Account and the denominator is the balance of the Member’s Account determined
without regard to any income or loss during the Plan Year. Income or loss for any period after the
end of the Plan Year shall be disregarded for the purpose of determining income or loss allocable
to excess aggregate contributions.




          (d) Order of Determinations. The determination of excess aggregate contributions
under this Section shall be made after (i) first determining the excess deferrals under Section A.1
and (ii) then determining the excess contributions under Section A.2.



     A.4 Monitoring Procedures.



          (a) Monitoring Actual Deferral Percentages and Contribution Percentages. In order to
ensure that the requirements specified in Section A.2(a) and Section A.3(a) are satisfied for each
Plan Year, the Company will monitor (or cause to be monitored) the amount of



AA-5









 




Employee Contributions and Employer contributions allocable as Matching Contributions being made to the Plan by or for
each Eligible Employee during each Plan Year. If the Company
determines that either of such requirements will not be satisfied for a Plan Year, the
Employee Contributions or the Employer contributions allocated as Matching Contributions or both
made thereafter by or for each eligible Highly Compensated Employee will be reduced to the extent
necessary to decrease the actual deferral percentage and/or the contribution percentage for
eligible Highly Compensated Employees for such Plan Year to a level which satisfies either of the
actual deferral percentage test and/or the contribution percentage test. Such reductions will be
made in 1% increments pursuant to non-discriminatory rules adopted by the Administrative Committee.




          (b) Preventing Excess Deferrals. In order to ensure that excess deferrals (as such
term is defined in Section A.1(b)) will not be made to the Plan for any taxable year for any
Member, the Company will monitor (or cause to be monitored) the amount of 401(k) Contributions
being made to the Plan for each Member during each taxable year and will take such action (pursuant
to non-discriminatory rules adopted by the Administrative Committee) to prevent Member’s 401(k)
Contributions made for any Member under the Plan for any taxable year from exceeding the maximum
amount applicable under Section A.1(a). To the extent allowable under Section A.3, the percent of
Compensation so reduced shall be redesignated as an After-Tax Contribution, and such redesignation
shall not be subject to the six month waiting period imposed under Section 4.2.



          (c) Multiple Use of Alternative Limitation. In order to prevent the multiple use of
the alternative limitations for compliance with the Actual Deferral Percentage rules under Section
A.2 and the Contribution Percentage rules under Section A.3, the multiple use test set forth in
Treas. Regs. § 1.401(m)-2(b) is hereby incorporated by reference. Correction of multiple use, if
necessary, will be achieved by reduction of the actual contribution percentage for all Highly
Compensated Employees in the Plan.





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APPENDIX B




GENCORP RETIREMENT SAVINGS PLAN




LIMITATIONS ON ALLOCATIONS




     B.1 Priority over Other Allocation Provisions. The provisions set forth in this
Appendix will supersede any conflicting provisions of Articles 4 or 5.



     B.2 Definitions Used in this Appendix. The following words and phrases, when used
with initial capital letters, will have the meanings set forth below.



          (a) “Annual Addition” means the sum of the following amounts with respect to all
Qualified Plans and Welfare Benefit Funds maintained by the Controlled Group Members:



          (i) the amount of Controlled Group Member contributions with respect to the Limitation Year
allocated to the Member’s Account, including any such contributions that are distributed to him or
forfeited pursuant to Section A.3(c) or forfeited pursuant to Section A.2(e);



          (ii) the amount of any forfeitures for the Limitation Year allocated to the Member’s Account;



          (iii) the amount, if any, carried forward pursuant to Section B.4 or a similar provision in
another Qualified Plan and allocated to the Member’s Account;



          (iv) the amount of a Member’s voluntary nondeductible contributions for the Limitation Year;



          (v) the amount allocated to an individual medical benefit account (as defined in Code section
415(1)(2)) which is part of a pension plan or an annuity plan; and



          (vi) the amount derived from contributions paid or accrued that are attributable to
post-retirement medical benefits allocated to the separate account of a key employee (as defined in
Code section 4l9A(d)(3)) under a Welfare Benefit Fund.



     A Member’s Annual Addition will not include any nonvested amounts restored to his Account
following his reemployment pursuant to Section 9.3.



          (b) “Defined Contribution Dollar Limitation” means for any Limitation Year, the
lesser of $40,000 or 100% of the Member’s Includible Compensation for the same Limitation Year. If
a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a
different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short
Limitation Year shall not exceed the amount determined in the preceding sentences multiplied by a
fraction, the numerator of which is the number of months in the short Limitation Year and the
denominator of which is 12.



          (c) “Defined Contribution Fraction” means a fraction, the numerator of which is the
sum of the Annual Additions allocated to the Member’s Account for the applicable Limitation Year
and each prior Limitation Year, and the denominator of which is the sum of the lesser of the
following products for each Limitation Year in which the Member was an Employee (regardless of
whether a Defined Contribution Plan was in existence for such Limitation Year) (i) the Defined
Contribution Dollar Limitation (determined for this purpose without regard to the provisions of
Code section 415(c)(6)) effective for the Limitation Year multiplied by 125%, or (ii) 35% of the
Member’s Includible Compensation for such Limitation Year.



          (d) “Defined Contribution Plan” means a Qualified Plan described in Code section
414(i).



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          (e) “Includible Compensation” means an Employee’s total wages from the Controlled
Group as determined for purposes of Internal Revenue Service Form W-2, excluding, however: (i)
moving expense reimbursements that are deductible by the Employee under Code section 217, (ii)
contributions of Controlled Group Members to a simplified employee pension plan to the extent such
contributions are deductible by the Employee and contributions of Controlled Group Members to any
other plan of deferred compensation that are not includible in the Employee’s gross income, (iii)
distributions to the Employee from any plan of deferred compensation other than an unfunded,
nonqualified plan of deferred compensation, (iv) amounts realized from the exercise of a
nonqualified stock option, (v) amounts realized under Code section 83 with respect to restricted
property that becomes freely transferable or is no longer subject to a substantial risk of
forfeiture, (vi) amounts realized from the disposition of stock acquired under a qualified stock
option within the meaning of Code section 422, and (vii) any other amounts that receive special tax
benefits within the meaning of section 1.415-2(d)(2) of the Treasury Regulations. Includible
Compensation shall include elective deferrals during the Limitation Year under Code sections 125,
132(f)(4), 401(k), 403(b), and 457.



          (i) “Limitation Year” means the 12-consecutive-month period used by a Qualified Plan
for purposes of computing the limitations on benefits and annual additions under Code section 415.
The Limitation Year for this Plan is the calendar year.



          (j) “Maximum Annual Addition” means with respect to a Member for any Limitation Year
an amount equal to the lesser of (i) the Defined Contribution Dollar Limitation or (ii) 25% of the
Member’s Includible Compensation.



          (f) “Projected Annual Benefit” means the annual benefit (as defined in Code section
415(b)(2)) to which a Member would be entitled under the terms of a Defined Benefit Plan maintained
by a Controlled Group Member, assuming that the Member will continue employment until his normal
retirement age under the Defined Benefit Plan (or current age, if later) and that the Member’s
Includible Compensation for the current Limitation Year and all other relevant factors used to
determine benefits under the Defined Benefit Plan will remain constant for all future Limitation
Years.



          (g) “Welfare Benefit Fund” means an organization described in paragraph (7), (9),
(17) or (20) of Code section 501(c), a trust, corporation or other organization not exempt from
federal income tax, or to the extent provided in Treasury Regulations, any account held for an
employer by any person, which is part of a plan of an employer through which the employer provides
benefits to employees or their beneficiaries, other than a benefit to which Code sections 83(h),
404 (determined without regard to section 404(b)(2)) or 404A applies, or to which an election under
Code section 463 applies.



     B.3 General Limitation. The Annual Addition of a Member for any Limitation Year shall
not exceed the Maximum Annual Addition. If, except for the application of this section, the Annual
Addition of a Member for any Limitation Year would exceed the Maximum Annual Addition, the excess
Annual Addition attributable to this Plan will not be allocated to the



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Member’s Account for the Plan Year included in such Limitation Year, but will be subject to
the provisions of Section B.4. The limitations contained in this Appendix will apply on an
aggregate basis to all Defined Contribution Plans and all Defined Benefit Plans (whether or not any
of such plans have terminated) established by the Controlled Group Members.




     B.4 Excess Allocations.



          (a) Members Covered by One Defined Contribution Plan. If the Member is not covered
under another Defined Contribution Plan or a Welfare Benefit Fund maintained by a Controlled Group
Member during the Limitation Year and the amount otherwise allocable to his Account would exceed
the Maximum Annual Addition, his Supplemental After-Tax Contributions shall be returned to him to
the extent necessary to insure that this limit is not exceeded. If the allocated amounts
nonetheless continue to exceed the Maximum Annual Addition, the Matching Contributions and
forfeitures which would cause the Member’s Annual Addition to exceed the Maximum Annual Addition
will be successively allocated in the manner described in Section 5.4 among the Accounts of
eligible Members whose Annual Additions do not exceed the Maximum Annual Addition. If, after such
allocations have been made, there remain Matching Contributions or forfeitures which cannot be
allocated without causing the Annual Addition of a Member to exceed the Maximum Annual Addition,
the forfeitures which cause the Annual Addition to exceed the Maximum Annual Addition and the
Matching Contributions which result from a reasonable error in estimating the Member’s Includible
Compensation or from any other limited facts and circumstances which the Commissioner of Internal
Revenue finds justifiable under section 1.415-6(b)(6) of the Treasury Regulations and which cause
the Member’s Annual Addition to exceed the Maximum Annual Addition will be held in a suspense
account in the Trust Fund to be carried forward and allocated in subsequent Limitation Years as
provided in Section 5.4. Such suspense account will not participate in the allocation of the net
income or net loss of the Trust Fund.



          (b) Members Covered by Two or More Defined Contribution Plans. If, in addition to
this Plan, the Member is covered under another Defined Contribution Plan or a Welfare Benefit Fund
maintained by a Controlled Group Member during the Limitation Year, the following provisions will
apply. The Annual Addition which may be credited to a Member’s Account under this Plan for any
such Limitation Year will not exceed the Maximum Annual Addition reduced by the Annual Addition
credited to a Member’s accounts under the other Defined Contribution Plans and Welfare Benefit
Funds for the same Limitation Year. If the Annual Addition with respect to the Member under the
other Defined Contribution Plans and Welfare Benefit Funds maintained by a Controlled Group Member
is less than the Maximum Annual Addition and the Matching Contribution that would otherwise be
contributed or allocated to the Member’s Account under this Plan would cause the Annual Addition
for the Limitation Year to exceed the Maximum Annual Addition, the amount to be contributed or
allocated to the Member’s Account under this Plan will be reduced so that the Annual Addition under
all such Defined Contribution Plans and Welfare Benefit Funds for the Limitation Year will equal
the Maximum Annual Addition. If the aggregate Annual Addition with respect to the Member under
such other Defined Contribution Plans and Welfare Benefit Funds is equal to or greater than the



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Maximum Annual Addition, no amount will be contributed or allocated to the Member’s Account
under this Plan for the Limitation Year. An excess Annual Addition will be reduced in the manner
described in Section B.4(c).




          (c) Reduction of Excess Allocations. As soon as is administratively feasible after
the end of the Limitation Year, the Maximum Annual Addition for the Limitation Year will be
determined on the basis of the Member’s Includible Compensation for the Limitation Year. If a
Member’s Annual Addition under this Plan and the other Defined Contribution Plans and Welfare
Benefit Funds maintained by Controlled Group Members would result in the Annual Addition exceeding
the Maximum Annual Addition for the Limitation Year, the excess amount will be deemed to consist of
the Annual Addition last allocated. In making this determination, the Annual Addition attributable
to a Welfare Benefit Fund will be deemed to have been allocated first regardless of the actual date
of allocation. If an excess amount was allocated to a Member on an allocation date of this Plan
that coincides with an allocation date of another plan, the excess amount attributed to this Plan
will be the product of (i) the total excess amount allocated as of such date and (ii) the ratio of
the Annual Addition allocated to the Member for the Limitation Year as of such date under this Plan
to the total Annual Addition allocated to the Member for the Limitation Year as of such date under
this and all the other Defined Contribution Plans. Any excess amount attributed to this Plan will
be disposed of in the manner described in Appendix B.4(a).



     B.5 Aggregation of Plans. For purposes of this Appendix, all Defined Benefit Plans
ever maintained by a Controlled Group Member will be treated as one Defined Benefit Plan, and all
Defined Contribution Plans ever maintained by a Controlled Group Member will be treated as one
Defined Contribution Plan.



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APPENDIX C




GENCORP RETIREMENT SAVINGS PLAN




TOP-HEAVY PROVISIONS




     C.1 Priority over Other Plan Provisions. If the Plan is or becomes a Top-Heavy Plan
in any Plan Year, the provisions of this Appendix will supersede any conflicting provisions of the
Plan. However, the provisions of this Appendix C will not operate to increase the rights or
benefits of Members under the Plan except to the extent required by Code section 416 and other
provisions of law applicable to Top-Heavy Plans.



     C.2 Definitions Used in this Appendix. The following words and phrases, when used
with initial capital letters, will have the meanings set forth below.



          (a) “Defined Benefit Dollar Limitation” means the limitation described in Appendix
B.2(b).



          (b) “Defined Benefit Plan” means the Qualified Plan described in Appendix B.2(d).



          (c) “Defined Contribution Dollar Limitation” means the limitation described in
Appendix B.2(e).



          (d) “Defined Contribution Plan” means the Qualified Plan described in Appendix
B.2(g).



          (e) “Determination Date” means for the first Plan Year of the Plan the last day of
the Plan Year and for any subsequent Plan Year the last day of the preceding Plan Year.



          (f) “Determination Period” means the Plan Year containing the Determination Date and
the four preceding Plan Years.



          (g) “Includible Compensation” means the compensation described in Appendix B.2(h).



          (h) “Key Employee” means any Employee or former Employee (and the Beneficiary of a
deceased Employee) who at any time during the Determination Period was (i) an officer of a
Controlled Group Member, if such individual’s Includible Compensation exceeds 50% of the dollar
limitation under Code section 415(b)(1)(A), (ii) an owner (or considered an owner under Code
section 318) of one of the ten largest interests in a Controlled Group



AC-1









 




Member, if such individual’s Includible Compensation exceeds the Defined Contribution Dollar
Limitation, (iii) a 5% owner of a Controlled Group Member, or (iv) a 1% owner of a

Controlled Group Member who has annual Includible Compensation of more than $150,000. The
determination of who is a Key Employee will be made in accordance with Code section 416(i). For
purposes of this Appendix C, ‘non-Key Employee’ means any Employee or former Employee (and the
Beneficiary of a deceased Employee) who is not a Key Employee.




          (i) “Minimum Allocation” means the allocation described in the first sentence of
Appendix C.4(a).



          (j) “Permissive Aggregation Group” means the Required Aggregation Group of Qualified
Plans plus any other Qualified Plan or Qualified Plans of a Controlled Group Member which, when
considered as a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code sections 401(a)(4) and 410 (including simplified employee pension plans).



          (k) “Present Value” means present value based only on the interest and mortality
rates specified in a Defined Benefit Plan.



          (1) “Required Aggregation Group” means the group of plans consisting of (i) each
Qualified Plan (including simplified employee pension plans) of a Controlled Group Member in which
at least one Key Employee participates or participated at any time during the Plan Year or any of
the four preceding Plan Years (regardless of whether the Plan has terminated), and (ii) any other
Qualified Plan (including simplified employee pension plans) of a Controlled Group Member which
enables a Qualified Plan to meet the requirements of Code sections 401(a)(4) or 410.



          (m) “Top-Heavy Plan” means the Plan for any Plan Year in which any of the following
conditions exists: (i) if the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not a part
of any Required Aggregation Group or Permissive Aggregation Group of Qualified Plans; (ii) if the
Plan is a part of a Required Aggregation Group but not part of a Permissive Aggregation Group of
Qualified Plans and the Top-Heavy Ratio for the Required Aggregation Group exceeds 60%; or (iii) if
the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of
Qualified Plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.



          (n) “Top-Heavy Ratio” means a fraction, the numerator of which is the sum of the
Present Value of accrued benefits and the account balances (as required by Code section 416) of all
Key Employees with respect to such Qualified Plans as of the Determination Date (including any part
of any accrued benefit or account balance distributed during the five-year period ending on the
Determination Date), and the denominator of which is the sum of the Present Value of the accrued
benefits and the account balances (including any part of any accrued benefit or account balance
distributed in the five-year period ending on the Determination Date) of all Employees with respect
to such Qualified Plans as of the



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Determination Date. The value of account balances and the Present Value of accrued benefits will be determined as of the most
recent Top-Heavy Valuation Date that falls within or ends with the 12-month period ending on
the Determination Date, except as provided in Code section 416 for the first and second Plan Years
of a Defined Benefit Plan. The account balances and accrued benefits of a participant who is not a
Key Employee but who was a Key Employee in a prior year will be disregarded. The calculation of
the Top-Heavy Ratio, and the extent to which distributions, rollovers, transfers and contributions
unpaid as of the Determination Date are taken into account will be made in accordance with Code
section 416. Employee contributions described in Code section 219(e)(2) will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated with reference to the Determination Dates
that fall within the same calendar year. The accrued benefit of any Employee other than a Key
Employee will be determined under the method, if any, that uniformly applies for accrual purposes
under all Qualified Plans maintained by all Controlled Group Members and included in a Required
Aggregation Group or a Permissive Aggregation Group or, if there is no such method, as if the
benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code section 411(b)(1)(C). Notwithstanding the foregoing, the account balances and
accrued benefits of any Employee who has not performed services for an employer maintaining any of
the aggregated plans during the five-year period ending on the Determination Date will not be taken
into account for purposes of this Subsection.




          (o) Top-Heavy Valuation Date means the last day of each Plan Year.



     C.3 Compensation Taken Into Account. For any Plan Year in which the Plan is a
Top-Heavy Plan, the amount of each Member’s Includible Compensation taken into account for purposes
of determining allocations under the Plan will not exceed the first $200,000 (or such larger amount
as may be prescribed by the Secretary of the Treasury or his delegate) of such Member’s Includible
Compensation for such Plan Year.



     C.4 Minimum Allocation.



          (a) Calculation of Minimum Allocation. For any Plan Year in which the Plan is a
Top-Heavy Plan, each Member who is not a Key Employee will receive an allocation of Matching
Contributions and forfeitures of not less than the lesser of 3% of his Includible Compensation for
such Plan Year or, in the event that the Controlled Group Members maintain no Defined Benefit Plan
which covers a Member in this Plan, the percentage of Includible Compensation that equals the
largest percentage of Matching Contributions and forfeitures allocated to a Key Employee expressed
as a percentage of the first $200,000 of Includible Compensation received by such Key Employee in
that Plan Year. For purposes of determining the largest percentage of Matching Contributions and
forfeitures allocated to a Key Employee, elective contributions made by a Key Employee pursuant to
a Salary Reduction Agreement shall be counted as if they were Matching Contributions. The Minimum
Allocation is determined without regard to any Social Security contribution.



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The Minimum Allocation applies even though under other Plan provisions the Member would not
otherwise be entitled to receive an allocation, or would have received a lesser allocation for the
Plan Year because (i) the non-Key Employee fails to make mandatory contributions to the Plan, or
(ii) the non-Key Employee’s Compensation is less than a stated amount.




          (b) Limitation on Minimum Allocation. No Minimum Allocation will be provided
pursuant to Section C.4 (a) to a Member who incurred a Termination of Employment Date during the
Plan Year and who has not returned to work and is not employed by a Controlled Group Member on the
last day of the Plan Year.



          (c) Minimum Allocation When Member is Covered by Another Qualified Plan. If a
Controlled Group Member maintains one or more other Defined Contribution Plans covering Employees
who are Members in this Plan, the Minimum Allocation will be provided under this Plan, unless such
other Defined Contribution Plans make explicit reference to this Plan and provide that the Minimum
Allocation will not be provided under this Plan, in which case the provisions of Section C.4(a)
will not apply to any Member covered under such other Defined Contribution Plans. If a Controlled
Group Member maintains one or more Defined Benefit Plans covering Employees who are Members in this
Plan, and such Defined Benefit Plans provide that Employees who are participants therein will
accrue the minimum benefit applicable to top-heavy Defined Benefit Plans notwithstanding their
participation in this Plan (making explicit reference to this Plan), then the provisions of Section
C.4(a) will not apply to any Member covered under such Defined Benefit Plans. If a Controlled
Group Member maintains one or more Defined Benefit Plans covering Employees who are Members in this
Plan, and the provisions of the preceding sentence do not apply, then each Member who is not a Key
Employee and who is covered by such Defined Benefit Plans will receive a Minimum Allocation
determined by applying the provisions of Section C.4(a) with the substitution of “5%” in each place
that “3%” occurs therein.



          (d) Nonforfeitability. The Member’s Minimum Allocation required under this Section,
to the extent required to be nonforfeitable under Code section 416(b) and the special vesting
schedule provided in this Appendix, may not be forfeited under Code section 411(a)(3)(B) (relating
to suspension of benefits on reemployment) or 411(a)(3)(D) (relating to withdrawal of mandatory
contributions).



     C.5 Modification of Aggregate Benefit Limit.



          (a) Modification. Subject to the provisions of Section C.5(b), in any Plan Year in
which the Top-Heavy Ratio exceeds 60%, the aggregate benefit limit described in Appendix B will be
modified by substituting “100%” for “125%” in Section B.2(c) and (f).



          (b) Exception. The modification of the aggregate benefit limit described in Section
C.5(a) will not be required if the Top-Heavy Ratio does not exceed 90% and one of
the following conditions is met: (i) Employees who are not Key Employees do not participate in
both a Defined Benefit Plan and a Defined Contribution Plan which are in the Required



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Aggregation Group, and the Minimum Allocation requirements of Section C.4(a) are met when such
requirements are applied with the substitution of “4%” for “3%”; (ii) The Minimum Allocation
requirements of Section C.4(c) are met when such requirements are applied with the substitution of
“7 1/2%” for “5%”; or (iii) Employees who are not Key Employees accrue a benefit for such Plan Year
of not less than 3% of their average Includible Compensation for the five consecutive Plan Years in
which they had the highest Includible Compensation (not to exceed a total such benefit of 30%),
expressed as a life annuity commencing at the Member’s normal retirement age in a Defined Benefit
Plan which is in the Required Aggregation Group.




     C.6 Minimum Vesting.



          (a) Required Vesting. For any Plan Year in which this Plan is a Top-Heavy Plan, the
minimum vesting schedule set forth in Section C.6(b) will automatically apply to the Plan to the
extent it provides a higher vested percentage than the regular vesting provisions set forth in
Section 9.1. The minimum vesting schedule applies to all Account balances including amounts
attributable to Plan Years before the effective date of Code section 416 and amounts attributable
to Plan Years before the Plan became a Top-Heavy Plan. Further, no reduction in vested Account
balances may occur in the event the Plan’s status as a Top-Heavy Plan changes for any Plan Year,
and any change in the effective vesting schedule from the schedule set forth in Section C.6(b) to
the regular provisions set forth in Section 9.1 will be treated as an amendment subject to Section
16.1. However, this Section C.6(a) does not apply to the Account balances of any Employee who does
not have an Hour of Service after the Plan has initially become a Top-Heavy Plan, and such
Employee’s Account balances will be determined without regard to this Section.



          (b) Minimum Vesting Schedule.



	 	 	 	 	 
	Years of	 	Percentage Vested
	Continuous Service	 	and Nonforfeitable
	Less than 2
	 	 	0	 
	2 but less than 3
	 	 	20	 
	3 but less than 4
	 	 	40	 
	4 but less than 5
	 	 	60	 
	5 but less than 6
	 	 	80	 
	6 or more
	 	 	100	 







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