Common use of Date Filed Clause in Contracts

Date Filed. [Computer Task Group, Incorporated logo] Dear Fellow Shareholder: March 27, 1996 You are cordially invited to attend the 1996 Annual Meeting of Shareholders of Computer Task Group, Incorporated which will be held at our Corporate Headquarters, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ Wednesday, April 24, 1996 at 10:00 a.m. Your Proxy card is enclosed. Please indicate your voting instructions and sign, date and mail the Proxy promptly in the return envelope. [Computer Task Group, Incorporated logo] /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ --------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 1996 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of COMPUTER TASK GROUP, INCORPORATED will be held at our Corporate Headquarters, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ Wednesday, April 24, 1996, at 10:00 a.m. for the following purposes: 1. To elect three Class II directors to hold office until the 1998 annual meeting of shareholders and until their successors are elected and qualified. 2. To consider and act upon a proposal to amend the Company's 1991 Stock Option Plan (i) to provide for an automatic grant of 30,000 stock options subject to incremental vesting to non-employee directors every three years in lieu of other cash compensation; (ii) to increase the number of shares of the Company's Common Stock available for options under the plan by an additional 750,000 shares; and (iii) to make such other amendments as described herein. 3. To take action upon and transact any other business properly brought before said meeting or any adjournment or adjournments thereof. In accordance with the provisions of the By-laws, the record of shareholders entitled to notice of and to vote at the meeting and any adjournment thereof has been taken at the close of business on March 13, 1996. Dated: Buffalo, New York March 27, 1996 By Order of the Board of Directors, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Secretary This Proxy Statement and the accompanying form of proxy are being mailed on or about March 27, 1996, in connection with the solicitation by the Board of Directors (Board) of Computer Task Group, Incorporated (Company or CTG) of proxies to be voted at the annual meeting of shareholders on April 24, 1996, and all adjournments thereof. The mailing address of the Company's principal executive office is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Each share is entitled to one vote. Shares cannot be voted at the meeting unless the shareholder is present or represented by proxy. When proxies in the accompanying form are returned and properly executed, the shares represented thereby will be voted at the meeting in accordance with the instructions contained in the proxy, unless the proxy is revoked prior to its exercise. Proxies submitted with abstentions and broker non-votes will be counted in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the votes cast on proposals submitted to shareholders. The close of business on March 13, 1996 has been fixed by the Board as the record date for the determination of shareholders entitled to vote at the meeting. On that date, the Company had outstanding and entitled to vote 10,316,830 shares of Common Stock, par value $.01 per share (Common Stock). Except as otherwise provided by law, the holders of shares of the Common Stock vote as one class for the election of directors of the Company and on all other matters submitted to a vote of the shareholders of the Company.

Date Filed. [Computer Task Group2 GENCORP INC. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Incorporated logo] Dear Fellow Shareholder: March 27▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ------------------ To the Shareholders of February 14, 1996 You are cordially invited to attend the 1996 GenCorp Inc.: Fairlawn, Ohio The Annual Meeting of Shareholders of Computer Task Group, Incorporated which GENCORP INC. (the "Company") will be held at our Corporate Headquartersthe Akron West Hilton Inn, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ Wednesday, April 24on March 27, 1996 at 10:00 9 o'clock a.m. Your Proxy card is enclosedto consider and act on the following matters: 1. Please indicate your voting instructions Election of Directors to serve a term of three years. (page 2) 2. Ratification of the Board of Directors' selection of Ernst & Young LLP as independent auditors to audit the books of account and signother corporate records of the Company for 1996. (page 20) 3. Such other matters as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on February 12, 1996 as the record date for the determination of shareholders entitled to receive notice of and mail to vote at the Proxy promptly in meeting. THE COMPANY HAS A GREAT NUMBER OF SHAREHOLDERS ENTITLED TO VOTE AT THE MEETING WHO OWN FEWER THAN 100 SHARES. WHETHER YOU OWN ONE SHARE OR HUNDREDS OF SHARES, YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO PROMPTLY VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY. YOUR COOPERATION WILL ENABLE THE COMPANY TO AVOID ADDITIONAL EXPENSE AND DELAY. A RETURN ENVELOPE, REQUIRING NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE. By order of the return envelope. [Computer Task GroupBoard of Directors, Incorporated logo] /s/ ▇▇▇▇▇▇ ▇. ▇▇▇, Secretary GENCORP INC. ▇▇▇ ▇▇▇▇▇ --------------------------- ▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇, ▇▇ Chairman of the Board and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 1996 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of COMPUTER TASK GROUP, INCORPORATED will be held at our Corporate Headquarters, ▇▇▇ ▇▇▇▇▇ ------------------ PROXY STATEMENT February 14, 1996 This Proxy Statement is being mailed to shareholders beginning approximately February 14, 1996 in connection with the solicitation by the Company, on behalf of its Board of Directors, of proxies to be used at the Annual Meeting of Shareholders of the Company which is to be held on March 27, 1996 at the Akron West Hilton Inn, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ Wednesday, April 24, 1996, at 10:00 a.m. for the following purposes: 1purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. To elect three Class II directors If the accompanying form of proxy is signed, dated and returned, it will be voted, but it may be revoked at any time before it is voted. Shares in respect of which a proxy or other written instruction is not received by the Company will not be voted. The presence of a shareholder at the meeting does not revoke any proxy previously given. A shareholder, without affecting any vote previously taken, may revoke his or her proxy by giving notice to hold office until the 1998 annual meeting Company in writing or in open meeting. Shares held for the accounts of shareholders and until their successors are elected and qualified. 2. To consider and act upon a proposal to amend participating in the Company's 1991 automatic Dividend Reinvestment Service will be voted in accordance with the proxies returned by the participants to the Company in respect of the underlying shares which the participants hold of record. If such proxies are not returned by the participants to the Company, the participants' Dividend Reinvestment Service shares will not be voted. The Trustees for the Company's savings and profit sharing plans, Mellon Bank N.A. and Royal Trust Corporation of Canada, and the GenCorp Trustee for the Company's Stock Option Plan (i) Incentive Compensation Plan, will each vote any shares held for participants' accounts in accordance with the confidential voting instructions returned by the participants to provide the Trustees, c/o the Company. If such confidential voting instructions are not returned, the participants' shares will be voted by the Trustees in accordance with the instructions of the Benefits Management Committee for an automatic grant of 30,000 stock options subject to incremental vesting to non-employee directors every three years in lieu of other cash compensation; (ii) to increase the number of shares plans. A copy of the Company's Common Stock available for options under 1995 Annual Report, including financial statements, is enclosed in the plan by an additional 750,000 shares; and (iii) to make such other amendments as described herein. 3envelope with this Proxy Statement. To take action upon and transact any other business properly brought before said meeting or any adjournment or adjournments thereof. In accordance with the provisions of the By-laws, the record of shareholders entitled to notice of and to vote at the meeting and any adjournment thereof has been taken at At the close of business on March 13, 1996. Dated: Buffalo, New York March 27, 1996 By Order of the Board of Directors, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ---------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Secretary This Proxy Statement and the accompanying form of proxy are being mailed on or about March 27February 12, 1996, in connection with the solicitation by the Board there were 33,408,583 outstanding shares of Directors (Board) Common Stock and no outstanding shares of Computer Task Group, Incorporated (Company or CTG) of proxies to be voted at the annual meeting of shareholders on April 24, 1996, and all adjournments thereof. The mailing address Cumulative Preference Stock of the Company's principal executive office is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Each share is Holders of outstanding shares of Common Stock are entitled to one vote. Shares cannot be voted at vote for each full share held on the meeting unless the shareholder is present or represented by proxy. When proxies in the accompanying form are returned and properly executed, the shares represented thereby will be voted at the meeting in accordance with the instructions contained in the proxy, unless the proxy is revoked prior to its exercise. Proxies submitted with abstentions and broker non-votes will be counted in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the votes cast on proposals submitted to shareholders. The close of business on March 13February 12, 1996 has been fixed by the Board as the record date for the determination of shareholders entitled to vote at the meeting. On that date, the Company had outstanding and entitled to vote 10,316,830 shares of Common Stock, par value $.01 per share (Common Stock). Except as otherwise provided by law, the holders of shares of the Common Stock vote as one class for the election of directors of the Company and on all other matters submitted to a vote of the shareholders of the Company.