ABM DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

1.01

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

1.02

" Administrative Committee " or " Committee " means the Governance Committee of the Board of Directors of the Company.

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

" Board " means the Board of Directors of the Company.

1.05

" Company " means ABM Industries Incorporated, and, where appropriate, its successors or assigns.

1.06

" Compensation " means all the annual retainer and board meeting fees paid by the Company to the Eligible Director while a Participant with respect to services rendered during the Plan Year.

1.07

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

1.08

" Director " means any individual who is a member of the Board and who is not an employee of the Company.

1.09

" Effective Date " means October 31, 2006.

1.10

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

1.11

" Participant " means any Director or former Director 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.

1.12

" 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.

1.13

" Plan " means the ABM Deferred Compensation Plan for Non-Employee Directors.

1.14

" Plan Administrator " means the Company.

1.15

" Plan Year " means the calendar year.

1.16

" Unforeseeable Emergency " means shall mean a severe financial hardship to the Participant or his or her Beneficiary resulting from: (i) an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code section 152(a)); (ii) loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance); or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. Hardship shall not constitute an Unforeseeable Emergency to the extent that it is, or may be, relieved by: (a) reimbursement or compensation, by insurance or otherwise; (b) liquidation of the Participant’s or Beneficiary’s assets to the extent that the liquidation of such assets would not itself cause severe financial hardship; or (c) cessation of deferrals under the Plan. An Unforeseeable Emergency does not include (among other events): (y) sending a child to college; or (z) purchasing a home.

1.17

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

2.01

Eligibility Requirements

Each Director of the Company shall become a Participant under the Plan on the date he or she makes an election to defer Compensation under the Plan.

2.02

Change in Status

A Participant’s participation in the Plan shall terminate immediately as of the date on which he or she ceases to be a Director, except that the Participant shall retain the right to receive his or her Account.

2.03

Determination of Eligibility

The Administrative Committee shall determine whether each Director 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 commencing with 2007, a Participant may elect to defer receipt of all or any portion of his or her Compensation that he or she would otherwise receive from the Company. In addition, in October 2006 each Eligible Director who is a party to a Director Retirement Plan benefit agreement may elect to have such benefit converted to a credit to the Account established pursuant to this Plan, effective November 1, 2006.

3.02

Elective Deferral Election

For each Plan Year, a Participant 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 upon a showing of an Unforeseeable Emergency and with the consent of the Administrative Committee, a Participant may at any time revoke his or her Deferral election with respect to Compensation he or she has not yet earned during the Plan Year. A Participant who revokes his or her 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. In addition, the Account of each Eligible Director who has elected to convert his or her Director Retirement Plan benefits to an Account credit under this Plan shall be credited on November 1, 2006, with the amount approved by the Governance Committee pursuant to its resolution adopted on September 5, 2006. As soon as reasonably possible after each Valuation Date, each Participant shall be notified of the value of his or her 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; provided, however, that for the December 31, 2006 Valuation Date, interest shall be based on the Account balance on November 1, 2006, if any.

(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 (or since November 1, 2006, in the case of the December 31, 2006 Valuation Date).

5.01

Vesting