CLINTON GROUP


11/5/2007

Griffon Corporation
100 Jericho Quadrangle
Jericho, New York  11753
Attn:  Board of Directors

To the Board of Directors:

On behalf of Clinton Group, Inc., I wanted to commend you for the steps you have
taken today to respond to the suggestions expressed by your shareholders,
including us, that changes be made to the composition of your Board. We believe
that the addition of Lt. General Gordon Fornell and James Mitarotonda is a very
positive step in bringing to the Board highly-qualified candidates who are
dedicated to maximizing shareholder value at Griffon. We had suggested the
addition of General Fornell in view of his outstanding qualifications and highly
relevant experience and background for Griffon's business, and we are pleased
that the Nominating Committee and Board agree.

As we have already discussed with the Chairman, Clinton Group looks forward to
working collaboratively with the Company going forward in the interest of all
shareholders. We are pleased that, as a result of the Company's actions, the
distractions of the contested solicitation we previously proposed will be
avoided and that, accordingly, we will not be supporting any alternative slate
at the 2008 annual meeting.


Sincerely,


/s/ Joseph A. De Perio
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Joseph A. De Perio
Vice President