Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 30, 2008, GenCorp Inc. (the "Company") adopted the 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan, effective as of January 1, 2009 (the "Pension BRP") and the 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan (the "Savings Plan BRP"), effective as of January 1, 2009, in each case, to replace the predecessor plan - The Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, as amended (the "Prior BRP").
Pension BRP
The purpose of the Pension BRP, a non-qualified unfunded plan, is to restore the pension plan benefits which executives and their beneficiaries would otherwise lose as a result of Internal Revenue Code (the "Code") limitations upon accrual and/or payment of benefits from the Company's tax-qualified pension plan. By restoring such benefits, the Pension BRP permits the total benefits to be provided on the same basis as applicable to all other employees under the qualified pension plan.
Effective January 1, 2009, obligations with respect to benefits that were earned or vested under the Prior BRP after December 31, 2004, and which related to the restoration of pension plan benefits which executives and their beneficiaries would otherwise have lost as a result of Code limitations upon accrual and/or payment of benefits from a tax-qualified pension plan, along with all associated earnings, were transferred to, and will be maintained under and paid from, the Pension BRP. Accordingly, only benefits that are exempt from
Section 409A of Code will be maintained under and paid from the Prior BRP, in accordance with the terms of the Prior BRP.
Savings Plan BRP
The Savings Plan BRP is a non-qualified, unfunded plan designed to enable participants to defer their compensation on a pre-tax basis in addition to their deferrals to the Company's tax-qualified 401(k) plan that may be subject to applicable Code limits other than the limit imposed by the actual deferral percentage limit. Under the Savings Plan BRP, officers and key employees who are projected to be impacted by the Code limits may, on an annual basis, elect to defer salary and certain other incentive compensation that would otherwise be paid in the current year.
Effective January 1, 2009, obligations with respect to benefits that were earned or vested under the Prior BRP after December 31, 2004, and which related to the restoration of 401(k) benefits which executives and their beneficiaries would otherwise have lost as a result of Code limitations upon accrual and/or payment of benefits from the Company's tax-qualified 401(k) plan, along with all associated earnings, were transferred to, and will be maintained under and paid from, the Savings Plan BRP. Accordingly, only benefits that are exempt from
Section 409A of Code will be maintained under and paid from the Prior BRP, in accordance with the terms of the Prior BRP.

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The foregoing descriptions of the Pension BRP and the Savings Plan BRP do not purport to be complete and are qualified in their entirety by reference to such plans and amendments, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein. Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 10.1 2009 Benefit Restoration Plan for the GenCorp Inc. Pension Plan 10.2 2009 Benefit Restoration Plan for the GenCorp Inc. 401(k) Plan

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