REGISTRATION RIGHTS AGREEMENT

Dated as of April 5, 2002
By and Between
GENCORP INC.,
as Issuer,
and
DEUTSCHE BANK SECURITIES INC.
and
ABN AMRO ROTHSCHILD LLC
and
BANC ONE CAPITAL MARKETS, INC.
as Initial Purchasers
5³/4% Convertible Subordinated Notes Due 2007

TABLE OF CONTENTS

REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is dated as of April 5, 2002, by and among GENCORP INC., an Ohio corporation (the "Company"), Deutsche Bank Securities Inc. ("DBSI"), ABN AMRO Rothschild LLC ("ABN") and Banc One Capital Markets, Inc. ("Banc One") (DBSI, ABN and Banc One, individually, an "Initial Purchaser" and together, the "Initial Purchasers").

        This Agreement is entered into in connection with the Purchase Agreement, dated as of April 2, 2002 (the "Purchase Agreement"), by and between the Company and DBSI, as Representative of the Initial Purchasers (in such capacity, the "Representative"), which provides for the sale by the Company to the Initial Purchasers of $125,000,000 aggregate principal amount of the Company's 5³/4% Convertible Subordinated Notes Due 2007 (the "Firm Notes"), which are convertible into Common Stock of the Company, par value $.10 per share (the "Underlying Shares"), plus up to an additional $25,000,000 aggregate principal amount of the same which DBSI may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the "Additional Notes" and, together with the Firm Notes, the "Convertible Notes"). The Convertible Notes are being issued pursuant to an Indenture dated as of April 5, 2002 (the "Indenture"), between the Company and The Bank of New York, as trustee (as amended or supplemented from time to time, the "Indenture").

        In order to induce the Representative, on behalf of the Initial Purchasers, to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Convertible Notes or Underlying Shares as provided herein. The execution and delivery of this Agreement is a condition to the obligation of the Initial Purchasers to purchase the Firm Notes under the Purchase Agreement. Terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

        The parties hereby agree as follows:

1.    Definitions.    As used in this Agreement, the following terms shall have the following meanings:

        Additional Notes:    See the second introductory paragraph hereto.

        Agreement:    See the first introductory paragraph hereto.

        Amount of Registrable Securities:    (a) With respect to Convertible Notes constituting Registrable Securities, the aggregate principal amount of all such Convertible Notes outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Conversion Price (as defined in the Indenture relating to the Convertible Notes upon the conversion of which such Underlying Shares were issued) in effect at the time of computing the Amount of Registrable Securities or, if no such Convertible Notes are then outstanding, the last Conversion Price that was in effect

under such Indenture when any such Convertible Notes were last outstanding, and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities.

        Business Day:    Any day that is not a Saturday, Sunday or a day on which banking institutions in New York or California are authorized or required by law to be closed.

        Closing Date:    April 5, 2002.

        Company:    See the first introductory paragraph hereto.

        Convertible Notes:    See the second introductory paragraph hereto.

        Damages Payment Date:    See Section 3(c) hereof.

        Depositary:    The Depository Trust Company until a successor is appointed by the Company.

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