Compensation Committee Charter

As Amended December 9, 2008

The purpose of the Compensation Committee of the Board of Directors (the “Board”) of ABM Industries Incorporated (the “Company”) is to assist the Board (i) in connection with the responsibilities of the Board of Directors relating to the terms of employment and compensation of the Company’s Chief Executive Officer, (ii) in establishing the appropriate equity-based compensation plans and to administer such plans, and (iii) in its oversight responsibilities with respect to compensation and benefit plans established by the Company; to discharge the responsibilities of the Board relating to the compensation of executive officers other than the Chief Executive Officer; and to perform such other duties and responsibilities enumerated in and consistent with this Charter. The Committee will undertake those specific duties, responsibilities and processes listed below, and such other duties as the Board from time to time may prescribe.

The Committee shall consist of no fewer than three directors. The members will be appointed by and serve at the pleasure of the Board. Committee members shall serve until they are replaced, they resign, or their successors are duly elected and qualified.

Each member shall meet the objective test of “independence” that has been established by the Board and which meets or exceeds applicable requirements. In the absence of such test, the Board shall make an individual determination that such director is independent within the meaning of any applicable law or any listing standard or rule established by the New York Stock Exchange and applicable to the Committee. In addition, each member shall qualify as an “outside director” as such term is defined in section 162(m) of the Internal Revenue Code of 1986 as amended and the regulations promulgated thereunder, and as a “non-employee director” as such term is defined in section 16 of the Securities Exchange Act of 1934 as amended and the rules and regulations promulgated thereunder.

The Committee shall meet as often as may be deemed necessary or appropriate, but no fewer than four times annually. The Committee may ask members of management or others to attend meetings or to provide relevant information. The Committee shall periodically meet in executive session without management.

The Committee shall be responsible for matters related to executive officer compensation and all equity-based compensation plans. To fulfill its responsibilities, the Committee shall:

1. Provide direction to the Company in the area of executive compensation.

2. Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, and evaluate the CEO’s performance in light of those goals and objectives. Following this evaluation, the Committee will recommend to the directors who are both independent and “outside” under Section 162(m) of the Internal Revenue Code, the CEO’s compensation level based on the Committee’s evaluation of the CEO’s performance.

3. Review the Company’s compensation structure and, after considering the recommendations of the CEO, establish and approve the compensation of all other employees of the Company who are executive officers of the Company or such other executives as may be established by the Committee.

4. With the assistance of an outside consultant retained directly by the Committee, conduct a review of all executive incentive plans at least once every three years and make recommendations to the Board with respect to incentive compensation plans and equity-based compensation plans for the Company and its subsidiaries.

5. Make awards under and oversee the administration of the Company’s executive benefit and equity-based compensation plans and any other plans the Board determines will be overseen by the Committee.

6. Review and approve the Company’s employment agreements with executive officers other than the CEO and such other executives as may be established by the Committee and approve the terms and conditions of such agreements. After considering the recommendations of the CEO, the Committee shall determine the employees or groups of employees to whom such forms of agreements shall be extended. The Committee may delegate to the CEO authority to make this determination with respect to employees other than executive officers.

7. Review and recommend to the Board severance and other terms in any change-in-control agreements and policies.

8. Review and discuss with management the Company’s proposed disclosures in respect of the “Compensation Discussion and Analysis” required under the Securities Exchange Act rules and recommend to the Board that the Compensation Discussion and Analysis reviewed by the Committee be included in the Company’s proxy statement and Annual Report on Form 10-K.

9. Prepare annually the Compensation Committee Report required under Securities Exchange Act rules.

The Committee annually will conduct a self-evaluation of this Committee to review the Committee’s performance, including its effectiveness and compliance with this Charter. In connection with the evaluation, the Committee will review and reassess the adequacy of this Charter annually and recommend to the Board any appropriate changes.

The Chair of the Committee will report orally to the Board at its regularly scheduled meetings on the matters considered by the Committee. The Committee will, to the extent deemed appropriate, record its summaries of recommendations to the Board in written form.

The Committee shall undertake any other action or exercise such other powers, authority and responsibilities as necessary or appropriate to the discharge of the responsibilities and duties set forth in this Charter or the Company’s Bylaws, or otherwise required by the Listing Standards of the New York Stock Exchange or other applicable laws, rules or regulations, or as shall otherwise be determined by the Board.

In discharging its responsibilities and duties, the Committee is empowered to investigate any matter brought to its attention that it determines to be within the scope of its authority with full access to all books, records, facilities and personnel of the Company. The Committee has the power to retain and terminate the services of compensation consultants, outside counsel or other consultants or experts as the Committee may deem appropriate in its sole discretion, shall receive funding from the Company to engage such advisors, and shall have sole authority to approve related fees and retention terms.

The Committee may delegate authority to a member of the Committee to approve compensation for employees other than executive officers, to prepare the Compensation Committee Report required under Securities Exchange Act rules and to finalize compensation plans or other documents subject to the Compensation Committee’s authority. The Committee may also delegate such powers and authority as it may determine to be appropriate within the confines established by the various incentive plans. However, in delegating authority it shall not absolve itself from the responsibilities it bears under the terms of this Charter.

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