GRIFFON CORP

The following is the proposed restatement of the first paragraph of Article FIFTH of our Amended and Restated Certificate of Incorporation as described in Proposal Two, marked to show changes from the first paragraph of Article FIFTH as it exists in our current Amended and Restated Certificate of Incorporation (bold and underline show additions; bold and strikeout show deletions).

FIFTH: The number of directors of the corporation shall be not less than**nine (9) twelve (12) nor more thaneleven (11) fourteen (14) **and the number to be chosen within such limits shall be determined in the manner prescribed by the by-laws of this corporation. No director need be a stockholder of the corporation. Any director may be removed from office with cause at any time by the affirmative vote of stockholders of record holding a majority of the outstanding shares of stock of the corporation entitled to vote, given at a meeting of the stockholders called for that purpose.