AMENDMENT TO THE GENCORP INC. DEFERRED BONUS PLAN (the "Plan")

Exhibit 10.8

ATTACHMENT E

AMENDMENT TO THE
GENCORP INC. DEFERRED BONUS PLAN (the “Plan”)

     In accordance with Section 11 of the Plan, the Plan shall be amended, effective as of the dates hereinafter set forth to read as follows:

     1. Section 15 of the Plan shall be deleted in its entirety effective October 6, 2009, and the following shall be substituted therefor:

“Notwithstanding any other provisions of the Plan upon the occurrence of a ‘Change in Control’ of the Company, which for purposes of this Plan shall be deemed to occur if (a) all or substantially all (meaning having a total gross fair market value at least equal to 50.1% of the total gross fair market value of all of the Company’s assets immediately before such acquisition or acquisitions) of the assets of the Company are acquired by a Person (during a twelve month period ending on the date of