NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Griffon Corporation

Purpose

The Nominating and Corporate Governance Committee is appointed by the Board (1) to monitor compliance with the Company’s Code of Business Ethics and Standards of Conduct; (2) to review suggestions of candidates for director made by directors and others; (3) to identify individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (4) to recommend to the Board director nominees for each committee of the Board; (5) to recommend to the Board the corporate governance principles applicable to the Company; and (6) to oversee the annual evaluation of the Board and management.

Committee Membership

The members of the Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Committee shall be appointed and replaced by the Board.

Committee Authority and Responsibilities

1. The Committee shall develop and recommend to the Board the corporate governance principles applicable to the Company.

2. The Committee shall monitor compliance with the Company’s corporate governance principles, as in effect from time to time.

3. The Committee shall assess the reporting channels through which the Board receives information, and the quality and timeliness of any information received, so that the Board obtains information in a timely fashion.

4. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

5. The Committee shall establish criteria for Board and committee membership, review candidates’ qualifications and any potential conflicts with the Company’s interests, assess the contributions of current directors in connection with their renomination, and make recommendations to the Board.

6. The Committee shall review the qualifications of any individual nominated to serve as a director of the Company by directors and others. The Committee shall take into account the qualification requirements imposed by law and the regulations of the New York Stock Exchange in determining an individualÕs qualification for Board and committee membership.

7. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.

8. The Committee shall review and reassess the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval.

9. The Committee shall make regular reports to the Board.

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

11. The Committee shall annually review its own performance.