ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS

EXHIBIT 10.14

ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS

     Set forth below are arrangements between ABM Industries Incorporated (the “Registrant”) and various of its directors that are not set forth in a formal written document.

     On October 18, 2004, the Governance Committee of the Board of Directors of the Registrant approved the compensation of non-employee directors for its fiscal year beginning November 1, 2004. Non-employee directors receive an annual retainer of $36,000, and meeting fees of $2,000 for in-person Board and Committee meetings, $2,000 for telephonic meetings of two or more hours, and $1,000 for telephonic meetings of less than two hours. In addition, the Chair of the Audit Committee receives an additional fee of