ETHICS COMMITTEE CHARTER
Griffon Corporation

Purpose

The Ethics Committee is appointed by the Board to promote and maintain a corporate environment which encourages the disclosure of concerns or reports of violations of procurement laws and the Company’s Code of Business Ethics and Standards of Conduct

Committee Membership

The members of the Ethics Committee shall consist of directors who meet the independence requirements of the New York Stock Exchange, and the officer of the Company who is designated as the company-wide Ethics Officer.

The members of the Ethics Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Ethics Committee members may be replaced by the Board.

Committee Authority and Responsibilities

1. The Ethics Committee shall appoint one of its director members to serve as its Chairperson.

2. The Ethics Committee has full authority to investigate and act upon information submitted by any employee to the Company, the Company’s Board or the Ethics Committee.

3. The Ethics Committee also is responsible for establishing and maintaining operating procedures, including its own separate and independent “HOTLINE” procedure for the receipt, investigating and reporting of information and reports of violations, or suspected violations, of the Company’s Code of Business Ethics and Standards of Conduct.

4. The Ethics Committee shall from time to time develop and recommend to the Nominating and Corporate Governance Committee any changes in the Company’s corporate governance principles and the Company’s Code of Business Ethics and Standards of Conduct which it deems appropriate.

5. The Ethics Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.

6. The Ethics Committee shall annually review its own performance.