X0202 3 2006-04-07 0 0000040888 GENCORP INC GY 0001295984 Pirate Capital LLC 200 CONNECTICUT AVENUE 4TH FLOOR NORWALK CT 06854 0 0 0 1 See footnote (1) below 0001333606 Hudson Thomas R Jr 200 CONNECTICUT AVENUE, 4TH FLOOR NORWALK CT 06854 0 0 0 1 See footnote (1) below Common Stock 5082000 I See footnote (1) below (1) The securities beneficially owned by the Reporting Persons are held directly by Jolly Roger Fund LP, a private investment partnership for which Pirate Capital LLC ("Pirate") serves as general partner, and Jolly Roger Offshore Fund LTD, Jolly Roger Activist Portfolio Company LTD and Mint Master Fund LTD, each an investment fund for which Pirate serves as investment advisor (collectively, the "Funds"). Pirate is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as general partner or investment advisor, as applicable, of the Funds, and its pecuniary interest in such shares is a fractional interest in such amount. Thomas R. Hudson Jr., as the sole managing member of Pirate, is also deemed to be the indirect beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of any and all such securities in excess of their actual pecuniary interest. David A. Lorber, a director of GenCorp Inc., also serves as a Director and Senior Investment Analyst at Pirate. /s/ Pirate Capital LLC, by Thomas R. Hudson Jr., its Portfolio Manager 2006-04-10 /s/ Thomas R. Hudson Jr. 2006-04-10