0000950134-05-003246 Sample Contracts

SHAREHOLDER AGREEMENT
Shareholder Agreement • February 16th, 2005 • Gencorp Inc • Fabricated rubber products, nec • New York

This Shareholder Agreement, dated February 15, 2005 (this “Agreement”), by and between GenCorp Inc., an Ohio corporation (the “Company”), and Steel Partners II, L.P., a Delaware limited partnership (“Steel”), for itself and its Affiliates (collectively, “Shareholder”).

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