ABM DEFERRED COMPENSATION PLAN

ARTICLE I DEFINITIONS

1

1.01

"401(k) Plan"

1

1.02

"Account"

1

1.03

"Administrative Committee" or "Committee"

1

1.04

"Beneficiary"

1

1.05

"Board"

1

1.06

"Change in Control"

1

1.07

"Code"

1

1.08

"Company"

1

1.09

"Compensation"

1

1.10

"Deferral"

1

1.11

"Disabled" or "Disability"

1

1.12

"Effective Date"

2

1.13

"Eligible Employee"

2

1.14

"Employer"

2

1.15

"ERISA"

2

1.16

"Highly Paid Participant"

2

1.17

"Identification Date"

2

1.18

"Key Employee"

2

1.19

"Participant"

2

1.20

"Performance-Based Bonus"

2

1.21

"Performance Shares"

2

1.22

"Person"

3

1.23

"Plan"

3

1.24

"Plan Year"

3

1.25

"Restricted Stock Units"

3

1.26

"Separation from Service"

3

1.26

"Valuation Date"

3

ARTICLE II ELIGIBILITY FOR PARTICIPATION

3

2.01

Eligibility Requirements

3

2.02

Change in Employment Status

3

2.03

Determination of Eligibility

4

ARTICLE III DEFERRALS

4

3.01

Deferrals

4

3.02

Deferral Election

4

ARTICLE IV ACCOUNTS, FUNDING AND VALUATION

5

4.01

Establishment of Account

5

4.02

Valuation of Account Prior to the Implementation of a Supplemental Plan

6

4.03

Investment Elections After Implementation of a Supplemental 401(k) Plan

6

ARTICLE V PARTICIPANTS’ VESTED INTERESTS

7

5.01

Vesting

7

ARTICLE VI DISTRIBUTION OF BENEFITS

7

6.01

Distribution of Benefits

7

6.02

Unforeseeable Emergency Withdrawals

9

6.03

Special Distribution Election on or before December 31, 2007

10

6.04

Prohibition on Acceleration

10

6.05

Distributions to Key Employees

10

ARTICLE VII DEATH

10

7.01

Death

10

ARTICLE VIII THE ADMINISTRATIVE COMMITTEE

11

8.01

Appointment of Administrative Committee

11

8.02

Committee Operating Rules

11

8.03

Allocation and Delegation of Responsibilities

12

8.04

Duties and Responsibilities

12

8.05

Expenses and Compensation

13

8.06

Information from Employer

13

8.07

Administrative Committee; Signature

13

ARTICLE IX PARTICIPANTS’ RIGHTS

13

9.01

Special Disclosures

13

9.02

Filing a Claim for Benefits

13

9.03

Denial of a Claim

14

9.04

Limitation of Rights

14

ARTICLE X AMENDMENT AND TERMINATION

14

10.01

Amendment

14

10.02

Termination of the Plan

15

10.03

Termination upon a Change in Control

15

10.04

Termination upon Dissolution or Bankruptcy

15

ARTICLE XI MISCELLANEOUS

15

11.01

Execution of Receipts and Releases

15

11.02

Notice and Unclaimed Benefits

16

11.03

Non-Alienation of Benefits

16

11.04

Loans to Participants

16

11.05

Benefits Payable to Incompetents

16

11.06

Applicable Law

17

11.07

Headings as Guide

17

11.08

Pronouns

17

11.09

Reference to Laws

17

11.10

Agent Designated for Service of Process

17

11.11

Participant’s Rights Unsecured

17

1.01

" 401(k) Plan " means the ABM Industries Incorporated 401(k) Employee Savings Plan.

1.02

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

1.03

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

1.04

" 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.

1.05

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

1.06

" Change in Control " shall have the meaning given that term in Section 10.03.

1.07

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

1.08

" Company " means ABM Industries Incorporated.

1.09

" Compensation " means all cash amounts (including base salary, Performance-Based Bonuses and other 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, but excluding compensation derived from awards made under any equity incentive, change in control, or severance plans or arrangements that the Company adopts.

1.10

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

1.11

" Disabled " or " Disability " means that an individual is determined to be totally disabled by the Social Security Administration.

1.12

" Effective Date " means March 13, 2008.

1.13

" Eligible Employee " means any individual, including an officer of the Employer, who is (a) employed (other than as a director) by the Employer, (b) not either an hourly manual employee or in a unit of employees covered by a collective bargaining agreement, and (c) determined to be a Highly Paid Participant as defined in Section 1.16 during the Plan Year.

1.14

" Employer " means the Company, its subsidiaries (within the meaning of sections 414(b) and (c) of the Code), and its successors or assigns.

1.15

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.16

" Highly Paid Participant " effective January 1, 2008, means any Participant whose base rate of pay is at least $25,000 per year more than the amount established by the Internal Revenue Service under Section 414(q)(1)(B) of the Internal Revenue Code of 1986 as amended.

1.17

" Identification Date " means each December 31.

1.18

" Key Employee " means a Participant who, on an Identification Date, is:

(a)

An officer of the Employer having annual compensation greater than the compensation limit in section 416(i)(1)(A)(i) of the Code, provided that no more than 50 officers of the Company shall be determined to be Key Employees as of any Identification Date;

(b)

A 5% owner of the Employer; or

(c)

A 1% owner of the Employer having annual compensation from the Company of more than $150,000.

1.19

" 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.

1.20

" Performance-Based Bonus " means the definition of performance-based compensation, as defined in section 409A of the Code and the regulations promulgated thereunder.

1.21

" Performance Shares " means grants of Company stock which vest after a fixed time period provided the Company achieves predetermined performance goals during the specific performance period.

1.22

" 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.

1.23

" Plan " means this ABM Deferred Compensation Plan, as amended and restated effective March 13, 2008. The Plan is intended to be an unfunded plan for the benefit of a select group of management or highly compensated employees, as such are defined in ERISA.

1.24

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

1.25

" Restricted Stock Units " means grants of Company stock which vest after a fixed time period. The person to whom the grant cannot sell the shares or realize compensation value until the vesting requirement has been met, at which time restrictions are removed.

1.26

" Separation from Service " means termination of employment with the Company, other than by reason of Disability or death, as defined under the regulations promulgated under section 409A of the Code.

1.27

" Valuation Date " means March 31, June 30, September 30 and December 31 of each Plan Year; provided, however, that after implementation of a supplemental 401(k) Plan, "Valuation Date" shall mean any business day.

2.01

Eligibility Requirements

2.02

Change in Employment Status

2.03

Determination of Eligibility

3.01

Deferrals

(a)

Deferral of Compensation . For each Plan Year, a Participant may elect to defer receipt of a portion of his or her Compensation that he or she would otherwise receive from the Employer. The amount of the Deferral must equal a whole percentage not exceeding 20% of the amount of the Participant’s Compensation. The elections described in this Article III shall specify the form and time of distribution of benefits as described in Section 6.01. Unless otherwise provided, an election must be made each year in order to participate in this Plan.

(b)

Deferral of Performance Shares and Restricted Stock Units . Each Participant who receives a grant of Performance Shares or a grant of Restricted Stock Units in a Plan Year may elect to defer all or any percentage of the Performance Shares or Restricted Stock Units he or she may be entitled to receive (including dividend equivalents credited to such shares) upon the achievement of any performance requirements or lapse of the vesting period to which the grant is subject. This election shall be made by giving notice in a manner and within the time prescribed by the Administrator and in compliance with Section 409A of the Code.

3.02

Deferral Election

(a)

Elections to Defer Compensation . 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 to defer his or her salary 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. Except as provided in this Plan, a Deferral election shall be irrevocable on the December 31 preceding the Plan Year, or at such earlier time as the Committee prescribes, and may not be changed or revoked during the Plan Year that it is effective; provided, however, that a Participant’s election shall terminate if such Participant receives a distribution on account of an Unforeseeable Emergency or hardship withdrawal from the 401(k) Plan and thereafter the Participant must submit a new election during the next enrollment period to resume participation in the Plan.

(b)

Elections to Defer Performance-Based Bonuses . The Company, in its discretion, may permit a separate election to defer a Performance-Based Bonus, and such election may be made and be irrevocable no later than six months prior to the end of the applicable performance period; provided, however, that such election shall be made prior to the date that the Performance-Based Bonus is readily ascertainable.

(c)

Elections to Defer Performance Shares and Restricted Stock Units . The Company, in its discretion, may permit a separate election to defer distribution of Performance Share awards and Restricted Stock Unit awards, and such election may be made and be irrevocable no later than thirty days following the grant date of the awards.

(d)

Deferral of Distribution of Performance Share Awards and Restricted Stock Unit Awards Granted Prior to March 13, 2008

Notwithstanding anything in this Plan to the contrary, for the purposes of Performance Share awards and Restricted Stock Unit awards granted prior to March 13, 2008, a Participant may defer the time of distribution of any unvested portion of such Performance Share awards and Restricted Stock Unit awards (including dividend equivalents credited to such shares); provided that: (1) such deferral shall not become effective for 12 months and (2) the date of payment is at least five years subsequent to the originally scheduled payment date, and (3) the form is accepted by the Committee, in its sole and absolute discretion. The election may be modified or revoked until twelve months prior to the originally scheduled vesting date or such earlier time that the Committee determines in its discretion, at which time such change shall become irrevocable. The last valid form accepted by the Committee shall govern the payout of a Participant’s deferred shares subject to Performance Share awards and Restricted Stock Unit awards granted prior to March 13, 2008, (including dividend equivalents credited to such shares), as applicable.

4.01

Establishment of Account

4.02

Valuation of Account Prior to the Implementation of a Supplemental Plan

(a)

Until the date designated by the Administrative Committee for implementation of a supplemental 401(k) Plan, as described in Section 4.03, 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 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 one-half of any prime rate over 6% will be considered; provided, however, that effective April 1, 2007, the interest rate will not exceed 120% of the long-term applicable federal rate (compounded quarterly), as published by the Internal Revenue Service for the applicable Plan Year. The amount credited will be a proration of the interest rate applied taking into consideration the period of time elapsed since the last Valuation Date.

4.03

Investment Elections After Implementation of a Supplemental 401(k) Plan

(a)

Effective upon the date selected for implementation of a supplemental 401(k) Plan by the Administrative Committee, each Participant shall make an investment election in the manner prescribed by the Administrative Committee, indicating the Participant’s election to have the value of his or her Account determined by crediting it with such earnings, gains and losses as would have accrued to the Participant’s Account had such funds actually been invested in one or more of the investment funds maintained in the 401(k) Plan. Such investment election may be changed from time to time by the Participant with respect to both past and future deferrals by following the procedures prescribed by the Committee.

(b)

If an investment fund is eliminated from the 401(k) Plan, the value of the portion of the Participant’s Account that the Participant previously had elected be determined with reference to such investment fund shall thereafter be determined in the manner determined by the Committee in its sole discretion.

5.01

Vesting

6.01

Distribution of Benefits