ABM DEFERRED COMPENSATION PLAN

1.01

" Account " means the account established and maintained by the Administrative Committee for each Participant.

1.02

" Administrative Committee " or " Committee " means those individuals designated by the Board of Directors of the Employer to administer the Plan, and any successors appointed in accordance with Section 8.02 of the Plan.

1.03

" Beneficiary " means the Person last designated by a Participant on a form provided by the Administrative Committee or by the terms of the Plan to receive any amounts payable under the Plan following the death of the Participant. A Participant may change the Beneficiary from time to time on a form provided by the Administrative Committee.

1.04

" Compensation " means all amounts (including bonuses) paid by the Employer to the Employee while a Participant with respect to services rendered during the Plan Year, including all Deferrals elected by the Participant during the Plan Year.

1.05

" Deferral " means an amount that a Participant has elected to defer under Article III.

1.06

" Effective Date " means July 1, 1993.

1.07

" Eligible Employee " means any individual, including an officer of the Employer, who is employed (other than as a director) by the Employer, who is not an hourly manual employee, who is not in a unit of employees covered by a collective bargaining agreement, and who is determined to be a Highly Paid Employee as defined in Article 1.10 during the Plan Year.

1.08

" Employer " means American Building Maintenance Industries, Inc., its subsidiaries (within the meaning of Section 414(b) and (c) of the Internal Revenue Code), and its successors or assigns.

1.09

" ERISA " means Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.10

" Highly Paid Employee " means any Employee whose annualized base rate of pay is greater than the amount specified for determining a highly compensated employee by Internal Revenue Code Section 414(q) (as adjusted from time to time by the Internal Revenue Service, and is $85,000 for the calendar year, 2001).

1.11

" Internal Revenue Code " or " Code " means the Internal Revenue Code of 1986, as amended from time to time.

1.12

" Participant " means any Eligible Employee or former Employee who has satisfied the eligibility requirements of Section 2.01 who is, or may become, eligible to receive a benefit or whose Beneficiary may be eligible to receive a benefit under the Plan.

1.13

" Person " means any individual, partnership, joint venture, corporation, mutual company, joint stock company, trust, estate, unincorporated organization, association, or employee organization, and shall, where appropriate, include two or more of the above.

1.14

" Plan " means the ABM Deferred Compensation Plan, which is intended to be an unfunded plan for the. benefit of a select group of management or highly compensated individuals, as such are defined in ERISA.

1.15

" Plan Administrator " means the Employer.

1.16

" Plan Year " means the twelve (12) month period commencing January 1 and ending on the following December 31.

1.17

" Valuation Date " means March 31, June 30, September 30 and December 31 of each Plan Year.

2.01

Eligibility Requirements

Each Eligible Employee of the Employer may become a Participant under the Plan as of any January 1, and any newly hired Eligible Employee may become a Participant during a year by executing the appropriate forms specified by the Administrative Committee and filing the executed forms with the Administrative Committee within 30 days of the Eligible Employee’s date of hire.

2.02

Participation Rules Upon Reemployment

A Participant who terminates employment with the Employer and who later returns to the employ of the Employer shall be eligible to participate the January 1st coincident with or immediately following the date on which he resumes employment.

2.03

Change in Employment Status

A Participant’s participation in the Plan shall terminate immediately as of the date on which he ceases to be an Eligible Employee as defined under the terms of the Plan, except that the Participant shall retain the right to receive his Account. He shall again become eligible to participate in the Plan as of the January 1st coincident with or immediately following the date on which he regains the status of an Eligible Employee under the Plan.

2.04

Determination of Eligibility

The Administrative Committee shall determine whether each Eligible Employee has satisfied the eligibility requirements for participation in the Plan. The Committee’s determination shall be conclusive and binding upon all persons.

3.01

Deferrals

For each Plan Year, a Participant may elect to defer receipt of a portion of his Compensation that he would otherwise receive from the Employer. The amount of the Deferral must equal (a) a whole percentage not exceeding twenty percent (20%) of the amount of the Participant’s Compensation.

3.02

Elective Deferral Election

For each Plan Year, a Participant (or any Eligible Employee who is expected to become eligible to participate in the Plan) may make an election described in Section 3.01 by filing an election form with the Administrative Committee within a reasonable period of time, as specified by the Committee, before the beginning of the Plan Year to which the Deferral election applies. A Deferral election may not be changed during the Plan Year that it is effective; provided, that with the consent of the Administrative Committee, a Participant may at any time revoke his Deferral election with respect to Compensation he has not yet earned during the Plan Year. A Participant who revokes his Deferral election may not again make an election to defer the receipt of Compensation effective before the beginning of the next Plan Year.

4.01

Establishment of Account

The Administrative Committee shall open and maintain a separate Account for each Participant. Such Account shall be credited with all Deferrals for the Participant. As soon as reasonably possible after each Valuation Date, each Participant shall be notified of the value of his Account.

4.02

Valuation of Account

(a)

Interest shall be credited to each Participant’s Account as of each Valuation Date equal to the product of

(1)

the amount credited to the Participant’s Account as of the last preceding Valuation Date, less any distributions or withdrawals and plus one-half (1/2) of Deferrals, if any, since the last preceding Valuation Date, multiplied by

(2)

the applicable interest rate.

(b)

On each Valuation Date, each Participant’s Account will be credited with interest. The amount of interest will be derived from the prime interest rate published in The Wall Street Journal on the last business day coinciding with or next preceding the Valuation Date. Any prime rate up to 6% will be considered in full and 1/2 of any prime rate over 6% will be considered. The amount credited will be a proration of the prime rate considered taking into consideration the period of time elapsed since the last Valuation Date.

5.01

Vesting

Each Participant shall always be one hundred percent (100%) vested in the portion of his Account attributable to Deferrals.

6.01

Distribution of Benefits

Except as provided in Article 6.03 below, a Participant’s Account may not be distributed to a Participant or his Beneficiary before the date the Participant terminates employment with the Employer.

6.02

Retirement and Termination

(a)

If a Participant terminates employment, his Account shall be distributed, or distribution shall commence, as soon as administratively feasible. The amount in his Account shall be determined as of the Valuation Date that last precedes the date of distribution, plus Deferrals and less any withdrawals or distributions, if any, for the period from the last preceding Valuation to the date of distribution.

(b)

The distribution shall be made in the form elected by the Participant under Section 6.04. If the Participant made no election at the time specified in Section 6.04, his benefit shall be paid as a lump sum.

6.03

Unforeseeable Emergency Withdrawals

(a)

A Participant may withdraw up to one hundred percent (100%) of the amount in his Deferral Account in the event of an unforeseeable emergency to the extent provided in this Section 6.03.

(b)

For purposes of this Section 6.03, unforeseeable emergency means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of