THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Griffon Corporation (GFF)

12/28/2005 Proxy Information

Edward I. Kramer served as our Vice President-Administration and Secretary until February 2005. Mr. Kramer is a member of the law firm of Kramer, Coleman, Wactlar & Lieberman, P.C., our general counsel for fiscal 2005. During the period of fiscal 2005 in which Mr. Kramer served as Vice President-Administration and Secretary, we paid approximately $171,000 in legal fees to Kramer, Coleman, Wactlar & Lieberman, P.C.

Ronald J. Kramer is the son-in-law of Mr. Harvey R. Blau.

1/7/2005 Proxy Information

Edward I. Kramer, our Vice President, is a member of the law firm of Kramer, Coleman, Wactlar & Lieberman, P.C., our general counsel for fiscal 2004. During fiscal 2004, we paid approximately $410,000 in legal fees to this firm. Legal fees paid by us to this law firm were approved by the Board of Directors.

1/7/2004 Proxy Information

Edward I. Kramer, our Vice President, is a member of the law firm of Kramer, Coleman, Wactlar & Lieberman, P.C., our general counsel for fiscal 2004. During fiscal 2004, we paid approximately $410,000 in legal fees to this firm. Legal fees paid by us to this law firm were approved by the Board of Directors.

Ronald J. Kramer is the son-in-law of Mr. Harvey R. Blau.

12/30/2003 Proxy Information

Edward I. Kramer, our Vice President, Administration and Secretary, is a member of the law firm of Kramer, Coleman, Wactlar & Lieberman, P.C., our general counsel for fiscal 2003. During fiscal 2003, we paid approximately $460,000 in legal fees to this firm. Legal fees paid by us to this law firm were reviewed and approved by a committee of independent non-employee directors. Harvey R. Blau, our Chairman of the Board, was a member of the law firm until his resignation, which was effective November 30, 2002. In addition, this firm has subleased from us approximately 3,700 square feet of office space at our corporate headquarters. The rental under this sublease agreement is the same rental per square foot that we paid on our prime lease, including any escalations, and aggregated approximately $106,500 for the fiscal year ended September 30, 2003. Effective October 1, 2003, the sublease was terminated.

Ronald J. Kramer is the son-in-law of Mr. Harvey R. Blau.