Governance Committee Charter

As Amended December 9, 2003

Purpose

The purpose of the Governance Committee of the Board of Directors (the “Board”) of ABM Industries Incorporated (the “Company”) is (i) to identify individuals qualified to become board members, consistent with criteria approved by the Board, (ii) to recommend that the Board select director nominees for the next annual meeting of shareholders; (iii) to develop and recommend to the Board a set of corporate governance principles applicable to the Company, (iv) oversee the evaluation of the Board and management; and (v) 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 of Directors from time to time may prescribe.

Membership

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” which has been established by the Board, or 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.

Meetings

The Committee shall meet as often as may be deemed necessary or appropriate, but no fewer than two 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.

Duties and Responsibilities

The Committee shall be responsible for matters related to corporate governance, director qualifications, and director compensation. To fulfill its responsibilities the Committee shall:

1.       Recommend to the Board the criteria for Board membership director candidates;

2.       Have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms;

3.       Provide direction to the Board as to the optimal number of directors on the Board;

4.       Review and recommend to the Board criteria for the renomination of incumbent directors;

5.       Have jurisdiction over the compensation of non-employee directors;

6.       Review and recommend executive officer succession;

7.       Review and recommend to the Board the frequency and structure of Board meetings;

8.       Review and recommend to the Board the Company’s Corporate Governance Principles;

9.       Be responsible for all matters of corporate governance.

The responsibilities and duties set forth above are meant to serve as a guide, with the understanding that the Committee may diverge from the specific duties enumerated as necessary or appropriate given the circumstances.

Self-Evaluation and Charter Review

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.

Reports

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 3 deemed appropriate, record its summaries of recommendations to the Board in written form that will be incorporated as a part of the minutes of the Committee and distributed to the Board. This Charter will be posted on the Company’s web site to be available to all stockholders.

Committee Authority

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 director search firms, consultants, outside counsel or other experts as the Committee may deem appropriate in its sole discretion, and shall receive funding from the Company to engage such advisors, and have sole authority to approve related fees and retention terms.

The Committee may delegate authority to individuals or subcommittees when it deems appropriate. However, in delegating authority it shall not absolve itself from the responsibilities it bears under the terms of this Charter.