Charter of Audit Committee 03-12-09 as adopted by the BOD-final

Amended and Restated on March 12, 2009 GRAHAM CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Membership Members of the Audit Committee of the Board of Directors (the “Board”) of Graham Corporation (the “Company”) shall be appointed by the Board. The Audit Committee shall consist of at least three (3) directors, each of whom shall be “independent” in accordance with Rule 10A-3 as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Part VIII of the NYSE Amex LLC Company Guide. Each member of the Audit Committee must have the ability to read and understand the Company's financial statements, including its balance sheet, income statement and cash flow statement, or shall be able to do so within a reasonable time. At least one member of the Audit Committee shall be an “audit committee financial expert”, as such term is defined in Section 407 of Regulation S-K promulgated by the Securities and Exchange Commission. In addition, at least one Audit Committee member (who may also serve as the “audit committee financial expert”) shall have past employment experience in finance or accounting, professional certification in accounting, or any other comparable experience which results in such person being financially sophisticated in accordance with the standards set forth in the NYSE Amex Company Guide. Meetings, Structure and Procedures The Audit Committee shall meet at least four (4) times per year ...