CORPORATE GOVERNANCE GUIDELINES

The following corporate governance guidelines have been adopted by the Board of Directors of Griffon Corporation ("Griffon") to assist the Board in the exercise of its responsibilities to Griffon and its shareholders.

The business and affairs of Griffon are managed by or under the direction of its Board of Directors in accordance with Delaware law. The directors' fiduciary duty is to exercise their business judgment in the best interests of Griffon's shareholders.

Board Size. The size of the Board will provide for sufficient diversity among non-employee directors while also facilitating substantive discussions in which each director can participate meaningfully. The Board size will be set by the Board on recommendation of the Nominating and Corporate Governance Committee, and within the limits prescribed by Griffon's certificate of incorporation and by-laws.

Independent Directors. A majority of the Board will consist of directors whom the Board has determined to be independent. In general, an independent director must have no material relationship with Griffon, directly or indirectly. For this purpose, Griffon will ensure that it complies with the rules governing independence adopted by the NYSE and SEC.

To be considered independent under the NYSE rules, the Board must determine that a director does not have any direct or indirect material relationship with Griffon. Materiality for this purpose will be evaluated both from the standpoint of Griffon and from the standpoint of the director or the persons or entities with which the director is affiliated. The Board has established the following guidelines to assist it in determining director independence in accordance with that proposed rule:

(i) A director who is an employee, or whose immediate family member is an executive officer, of Griffon is not independent until three years after the end of such employment relationship;

(ii) A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from Griffon, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $100,000 per year in such compensation;

(iii) A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of Griffon is not "independent" until three years after the end of the affiliation or the employment or auditing relationship;

(iv) A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of Griffon's present executives serve on the company's compensation committee is not "independent" until three years after the end of such service or the employment relationship;

(v) A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, Griffon for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, is not "independent" until three years after falling below such threshold.

For the purpose of determining independent directors, "Immediate family member" includes a person's spouse, parents, children, siblings, in-laws, and any one (other than employees) who shares such person's home.

Chairman and CEO. The Board believes it is appropriate for Griffon's Chief Executive Officer (CEO) also to serve as Chairman of the Board.

Term Limits. The Board believes that experience as a Griffon director is a valuable asset, especially in light of the size and international scope of the corporation's operations. Therefore, directors are not subject to term limits.

Other Directorships. Recognizing the substantial time commitment required of directors, it is expected that a non-employee director will serve on the boards of other public and private companies and not-for-profit entities only to the extent that, in the judgment of the Board, such services do not detract from the directors' ability to devote the necessary time and attention to Griffon. The Nominating and Corporate Governance Committee will periodically review all non-employee directors' service on the boards of other public companies.

Change in Status. To avoid any potential for a conflict of interest, directors will not accept a seat on any additional public company board or any governmental position without first reviewing the matter with the Nominating and Corporate Governance Committee.

Director Candidates. The Nominating and Corporate Governance Committee will identify individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of shareholders. The Nominating and Governance Committee will review suggestions of candidates for director made by directors and others.

Orientation. New directors will receive a comprehensive orientation from responsible executives regarding Griffon's business and affairs.

Continuing Education. Reviews of particular aspects of Griffon's operations will be presented by responsible executives from time to time as part of the agenda of regular Board meetings.

Number of Regular Meetings. The Board will hold regular meetings as necessary to enable it to discharge its responsibilities.

Briefing Material. Briefing materials will, to the extent necessary in light of the timing of matters that require Board attention, be distributed to each director prior to each meeting. Briefing materials should be concise and yet sufficiently detailed to permit directors to make informed judgments. The Chairman will normally determine the agenda for Board meetings, but any director may request the inclusion of particular items.

Meeting Attendance. It is expected that each director will make every effort to attend each Board meeting and each meeting of any committee on which he or she sits. Attendance in person is preferred but attendance by teleconference is permitted if necessary under the circumstances.

Director Preparedness. Each director should be familiar with any briefing materials distributed in advance of the meeting, and should be prepared to participate meaningfully in the meeting and to discuss all scheduled items of business.

Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director.

Executive sessions of the non-employee directors will be scheduled periodically immediately before or after a meeting of the full Board. In addition, an executive session of the Corporation's independent directors will be held at least once a year. Annually, the Board of Directors will select a director to preside at such executive sessions for the following year.

Annually, the Board will evaluate its performance and effectiveness to determine whether the Board and its committees are functioning effectively.

Committees. The Board will appoint from among its members committees it determines are necessary or appropriate to conduct its business and to comply with NYSE rules. Currently, the standing committees of the Board are the Audit Committee, the Nominating and Corporate Governance Committee (which serves as the nominating and corporate governance committee within the meaning of the NYSE rules), the Compensation Committee, the Ethics Committee and the Succession Committee.

Committee Composition. The Nominating and Corporate Governance Committee, Audit Committee, and Compensation Committee will consist solely of independent directors, in accordance with NYSE and SEC rules and regulations. The Nominating and Corporate Governance Committee will recommend to the Board director nominees for each committee of the Board and the chairpersons of such committees.

the members of the Audit Committee must meet such additional requirements as may apply under applicable NYSE and SEC rules;

the members of the Compensation Committee must meet such additional requirements as may apply under NYSE rules, must qualify as an independent "non-employee directors" for purposes of Rule 16b-3 of the SEC and be an "outside directors" for the purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended; and

no member of the Compensation committee may be part of a "compensation committee interlock" within the meaning of Regulation S-K of the SEC.

Committee Charters. Each of the committees of the Board will have a written charter setting forth its responsibilities. Charters will be adopted by the Board based on the recommendation of the applicable committee.

Committee Assignments. Membership of each committee will be determined by the Board on the recommendation of the Nominating and Corporate Governance Committee.

Committee Self-evaluation. Annually, each of the Board committees will conduct an evaluation of its performance and effectiveness and will periodically consider whether any changes to the committee's charter are appropriate.

Committee Reports. The Chair of each Board committee will report to the full Board on the activities of his or her committee, including the results of the committee's self-evaluations and any recommended changes to the committee's charter.

At least annually, the Compensation Committee will review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO performance in light of those goals and objectives and, subject to the terms of any employment agreement between the CEO and the Company, shall determine and approve the CEO compensation levels based on this evaluation.

Access to Employees. Non-employee directors will have full access to senior management of the Corporation and other employees. The Board expects that there will be regular opportunities for directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

Authority to Retain Advisors. It is normally expected that information regarding the corporation's business and affairs will be provided to the Board by Griffon's management and staff and by the corporation's independent auditor. However, the Board and each committee has the authority to retain such outside advisors, including accountants, legal counsel, or other experts, as it deems appropriate. The fees and expenses of any such advisors will be paid by Griffon.

Griffon has adopted a "Code of Business Ethics and Standards of Conduct". These standards include policies calling for strict observance of all laws applicable to Griffon's business and describes conflicts of interest policies which, among other things, requires that employees avoid any conflict between their own interests and the interests of Griffon in dealing with suppliers, customers, and other third parties, and in the conduct of their personal affairs, including transactions in securities of Griffon, any affiliate, or any nonaffiliated organization. Each director is expected to be familiar with and to follow these policies to the extent applicable to them and to execute annually an acknowledgment of such policies.

The Nominating and Corporate Governance Committee may maintain procedures for interested parties to communicate directly with the non-employee directors. Shareholders, employees and others may contact Griffon's non-employee directors or any of its directors by writing to them c/o: Griffon Corporation, 100 Jericho Quadrangle, Jericho, New York 11753.

Compensation for non-employee directors will be determined by the Board on the recommendation of the Compensation Committee, and will be reviewed periodically. Non-employee director compensation will be set at a level that is consistent with certain general principles which relate to market practice, taking into account various factors, including the size and scope of the Corporation's business and the responsibilities of its directors.

Shareholder matters such as voting rights, nomination of directors, confidential voting, shareholder proposals and others are contained within, and governed by, Griffon Corporation's certificate of incorporation and by-laws.

The Board will review and revise these Corporate Governance Guidelines as appropriate from time to time based on the recommendation of the Nominating and Corporate Governance Committee.