ABM Industries Incorporated

Code of Business Conduct

As Amended June 3, 2008

I. Purpose
The Board of Directors of ABM Industries Incorporated (“ABM”) has adopted the following Code of Business Conduct and Ethics (the “Code”) for all directors, officers and employees of the Company. The “Company” includes ABM and all of its subsidiaries and affiliates.

While there cannot be a specific rule for every situation you may encounter in your workday, we have adopted this Code to provide certain baseline principles for the business conduct of the Company’s directors, officers and employees. In addition to this Code, you are expected to be familiar with and comply with the Company’s various policies and procedures, as well as adhere to the highest ethical standards in all of your business dealings.

Notwithstanding any other agreement, any violation of this Code shall constitute grounds for termination of employment. In addition, some Code violations may be serious enough to result in civil or criminal fines and/or imprisonment.

II. Waivers
The provisions of this Code may only be waived by (1) ABM’s Board of Directors for directors, Vice Presidents and above of ABM, Regional Vice Presidents and above of Janitorial subsidiary companies and Senior Vice Presidents and above of non-Janitorial subsidiary companies; and (2) the President & Chief Executive Officer of ABM Industries Incorporated for all other employees. Waivers by the President & Chief Executive Officer shall be reported to ABM’s Board of Directors on an annual basis. . Waivers of this Code for directors and executive officers will be promptly disclosed if and as required by law or stock exchange regulation.

III. Conflicts of Interest
A “conflict of interest” occurs when a director, officer or employee’s private interest interferes in any way, or even appears to interfere, with the interests of the corporation as a whole. All such conflicts are expressly prohibited.

Examples of potential conflicts of interest include, but are not limited to:

A. A Family Member receiving an improper personal benefits as a result of your position with the Company. “Family Member” means the child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of a person, and any person (other than a tenant or an employee) sharing the household of such person.

B. A Family Member’s being employed by the Company in any position where either you or the Family Member is subject, directly or indirectly, to the management and/or control of the other. The Related Party Transactions Policy and the Employment: Nepotism section of the Human Resources Manual delineates additional procedures to be followed in the employment of Family Members.

C. Employment by or acting as a consultant to a competitor or potential competitor, regardless of the nature of the employment or consulting relationship.

D. Employment by or acting as a consultant to a subcontractor or vendor, regardless of the nature of the employment or consulting relationship.

E. Ownership of or holding a substantial interest in a business which is a competitor or supplier of the Company; except that an employee may own up to five percent (5%) of any such business that is publicly held provided that: (1) he or she shall not directly or indirectly be employed by, operate, assist or otherwise be involved with such business and (2) that he or she shall give the Company notice of such ownership.

F. The purchase of merchandise or services for the Company from, or placement of other business with, a company directly or beneficially owned or controlled by an employee or his or her Family Member.

G. Serving as a proprietor, general partner, officer or director of any business (except charitable organizations or family businesses that in no way compete with the Company) without first obtaining written consent of the president of ABM or the applicable subsidiary. (This provision does not apply to directors of ABM who are not also employees.)

H. Loans to employees, or guarantees of employee obligations, not authorized by Company policies and procedures or not permitted by applicable law.

All potential conflicts of interest should be reported immediately to the Company’s Senior Vice President of Human Resources or to the Vice President of Internal Audit. Potential conflicts of interest must be waived in accordance with the Section II: Waivers.

Transactions in which an executive officer, director, or Family Member of an executive officer or director may have a material interest are also subject to the Related Party Transaction Policy. Executive officer means an officer of ABM who is designated by the Board as an officer of ABM for the purposes of the Securities Exchange Act of 1934

IV. Corporate Opportunities and Duty of Loyalty
As an employee you have a common law duty of loyalty to your employer, which includes a duty to advance the Company’s legitimate interests when the opportunity to do so arises. Accordingly, you may not use your position or the Company’s name, property, information or goodwill for personal gain or for the gain of others. You are further prohibited from taking advantage of a personal opportunity that is discovered through the use of corporate property, information or your position with the Company.

V. Fraud, Theft or Dishonesty
You are strictly prohibited from committing acts of fraud, theft, dishonesty, embezzlement, misappropriation or falsification in connection with the performance of your duties for the Company. All such acts shall be punishable by termination for cause.

VI. Gifts and Gratuities
The Company does not seek to gain any advantage through the improper use of business favors or gifts. You may not offer or pay directly or indirectly any “bribe” or “kickback” or other payment of anything of value to any person for the purpose of influencing, obtaining or rewarding any favorable action in a commercial transaction, collective bargaining agreement or governmental matter involving the Company. This policy also prohibits practices or procedures that might conceal or facilitate bribery, kickbacks or any other illegal or improper payments or receipts or which might support an inference of wrongdoing or jeopardize important business relationships. In addition, each employee is responsible for following his or her employer’s Gift Policy, which sets forth additional restrictions on gifts to labor union representatives, government officials and the size of gifts to customers and suppliers. Gifts include any tangible item of value, any service of value, any purchase at a price lower than what is usually charged or any benefit or other thing of value (including cash or certificates), any of which are given at less than usual and customary rates or fair market value.

VII. Insider Trading; Speculation
Insider trading is both unethical and unlawful. You are strictly prohibited from directly or indirectly buying, selling or otherwise trading in ABM securities on the basis of material, nonpublic (i.e., “inside”) information or sharing that information with others. Examples of inside information include: potential mergers, acquisitions or divestitures; financial results or changes in dividends; gain or loss of significant contracts; potential major litigation; planned major changes in business strategies or any non-public information which could affect the price of ABM securities. The Company also believes it is improper and inappropriate for directors, officers and employees to engage in speculative transactions involving ABM securities. You therefore may not sell any ABM securities you do not own (i.e., a short sale) either directly, by sale of an option or other arbitrage transaction. The policy against insider trading also applies to trades in the securities of ABM’s customers and other companies with which the Company does business. If you learn confidential information about these companies, you may not trade in their securities. In addition, certain employees because of their positions or involvement in the financial reporting process must follow additional rules governing their trading in ABM securities. You will be notified if you are subject to further restrictions.

VIII. Compliance with Laws, Regulations and Policies
You are expected to obey and comply with all federal, state and local laws, regulations and ordinances, including but not limited to:

A. Immigration related laws concerning the hiring of legally documented workers;

B. Employment laws concerning payment of minimum wage, overtime requirements, child labor and general working conditions;

C. Labor laws concerning worker organizing and bargaining activities;

D. Health and safety laws concerning the workplace;

E. Civil rights laws concerning harassment and job discrimination;

F. Federal laws concerning racketeering and corrupt practices;

G. Laws concerning unlawful influence of foreign officials and falsification of records;

H. Laws concerning the proper maintenance of books, records and internal controls; and

I. Any other applicable federal, state or local law, regulation or ordinance.

IX. Fair Dealing
Each employee is expected to deal fairly with the Company’s customers, suppliers, competitors and other employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, falsification, misrepresentation of material facts or any other unfair dealing practice. Unauthorized use of covert surveillance equipment, including video, photographic or recording devices, is strictly prohibited.

X. Protection of Company Assets
You are expected at all times to protect and assure the efficient use of the Company’s assets, property and facilities. You are also expected to assure that such assets are used only for conducting legitimate Company business. Theft, carelessness and waste by an employee of any Company asset(s) is strictly prohibited.

XI. Political Contributions
You are prohibited from making any direct or indirect contribution of cash, merchandise, services or other property on behalf of the Company to any candidate for public office, or to any political party or other political organization, except as provided by the Commitments Policy. Corporate expenditures of a nonpartisan nature may be made in support of legislative issues of concern to the Company, but only with prior written approval of the General Counsel and the President & Chief Executive Officer of ABM.

XII. Confidentiality
Absent a court order or other legal mandate, you must maintain the confidentiality of any non-public Company or customer information entrusted to you that might be of use to competitors, or harmful to the Company or its customers, if disclosed. You must also maintain the confidentiality of any proprietary information or trade secrets you learn while employed by the Company that are not otherwise in the public domain. Examples of such proprietary information include, but are not limited to: customer or potential customer lists; cost, price, billing and profit information and methodology; customer service and supply preferences or requirements; trademarks, copyright and software development; contracts, contract negotiations and employee information.

XIII. Accounting and Recordkeeping
Many people associated with the Company, not just accountants and controllers, participate in the financial control and reporting processes of the Company. If you have any responsibility for any aspect of the Company’s record keeping (including, but not limited to processing of cash receipts or processing or approval of payments; creation, processing or approval of invoices and credit memos; payroll and benefits decisions; submission or approval of expense reports and any and all other transactions; or the estimation of reserves or other claims or the amount of any accrual or deferral; or the recording of any of the foregoing in the Company’s ledgers) and/or the preparation of the Company’s financial statements or other reports, you must see to it that complete and accurate books and records are maintained. You shall not subvert the Company’s established systems of internal accounting controls, maintain funds or assets for any illegal or improper purposes or make false or misleading statements in any Company documents, reports or records. No undisclosed or unrecorded accounts may be established using the Company’s funds or other assets.

All Company accounting records and the financial reports produced from those records must be kept and presented in accordance with applicable law, must accurately and fairly reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses, and must be in accordance with generally accepted accounting principles. All transactions must be supported by accurate and reasonably detailed documentation, recorded in the proper account and recorded in the proper accounting time period. To the extent that estimates are necessary, they must be based on your good faith judgment and be supported by appropriate documentation. No payment or the related accounting entry may be approved or made with the intention or understanding that any part of the payment will be used for any purpose other than that described by the document supporting the entry or payment.

Internal controls are an essential part of accounting and the effective operation of a business enterprise. They are designed to ensure the integrity of the accounting data in the Company’s financial statements and reports. They also prevent inefficiency, waste and the improper use of the Company’s funds or other assets. ABM has adopted certain more detailed policies and procedures on internal controls. These are made available to all employees who are involved with internal controls.

ABM's Audit Committee of the Board of Directors reviews the Company's internal auditing practices, selects and arranges compensation for independent auditors, and oversees other aspects of the Company's financial reporting and control systems and business ethics policies. The Audit Committee has unrestricted access to all employees, contractors and the independent auditors.

A strong audit effort helps ensure compliance with established policies, procedures and controls and helps identify potential control deficiencies so that they may be promptly corrected. The Company’s internal audit function is an essential resource, and it plays a critical role in providing management with evaluations of the effectiveness of internal controls over accounting, operational and administrative functions. All employees are required to cooperate fully with the auditors. False or misleading statements to auditors, whether internal or external, will not be tolerated. No member of management or any other employee may interfere with the audit process or withhold records.

If you receive inquiries from the Company’s internal or independent auditors, accountants, or the Audit Committee you must respond promptly, fully and accurately.

XIV. Employee Health and Safety
The Company strives to maintain a safe and healthy work environment for its employees at all times. You are expected to comply with established safety, health and environmental regulations and ABM’s safety and environmental policies. To that end, you are prohibited from using or possessing alcohol or drugs in violation of any federal, state or local law, regulation or ordinance or Company policy at your workplace or in connection with your work, in a Company vehicle or in any motor vehicle when used in connection with Company business. You are also prohibited from threatening or using any threatening behavior or taking any violent actions at any time in the workplace or in connection with Company business. Finally, you are prohibited from possessing any firearm, ammunition, incendiary device or other weapon, at your workplace, in a Company vehicle or at any time in connection with Company business except for Company employees who are security officers and specifically authorized to carry a weapon as part of a work assignment .

XV. Reporting Illegal or Unethical Behavior
You are encouraged to talk to your supervisor, manager or human resource representative when in doubt about the best course of action to take in a particular situation. Any director or employee who believes another director, employee or any agent, consultant or contract worker is violating the Company’s policies or the law or is engaging in any activity that could damage ABM’s reputation to immediately call this to the attention of management, the Company’s General Counsel or one or more of the following:

• Any person designated in this Code or the Commitments Policy as responsible for compliance in the specified area involved
• The Vice President of Internal Audit
• The Senior Vice President of Human Resources
• ABM’s Compliance Hotline

The Compliance Hotline is a toll-free, confidential, third party service set up for employees to report possible violations of the law, this Code or other ABM policies. The Hotline is staffed 24 hours per day and calls can be accepted in any language. Callers may make reports anonymously if they choose. The Compliance Hotline can be reached at 1-877-253-7804. Reports are also accepted online at https://www.compliance-helpline.com/ABMHotline.jsp. All calls and online reports will be promptly forwarded to ABM’s Corporate Headquarters for investigation and review. Employees may also report issues or problems by mail addressed to ABM Compliance, ABM Industries Incorporated, 551 Fifth Avenue, Suite 300, New York, NY 10176.

A failure to report a violation is itself a violation of this Code.

Retaliation against anyone who, in good faith, reports a possible violation of any law or Company policy is expressly forbidden.

XVI. Amendments
This policy may be amended by the Chief Executive Officer to reflect changes in the business, management changes, and new rules and regulations affecting the operations of the Company; provided that (a) no amendments shall affect limitations on the Chief Executive Officer’s authority set forth in this policy or any other policy, principle, charter, or procedure adopted by the Board, (b) any amendments related to Accounting and Recordkeeping requirements or internal controls shall be approved by the Audit Committee of the Board of Directors, and (c) all amendments shall be submitted to the Board for review and ratification on an annual basis.

ADDENDUM

(For directors, officers, executives, managers, administrators, salespeople, attorneys and accountants)

Certification of compliance with this Code shall be provided annually by all directors, executives, officers, managers, administrators, salespeople, attorneys and accountants of the Company. Failure to sign and return a copy of the Code when presented by the Company for signature shall be grounds for termination.

I acknowledge that I have read, understand and am in full compliance with the ABM Code of Business Conduct and Ethics as stated above. I agree that neither this Code nor any part thereof shall constitute a contract for employment between me and the Company.

___________________________________________________
Signature                   Company
_______________________________ _________________________________
Print Name       Date       Location

Investor Kit

Click Here for our most recent financial information online. However, if you would like this information mailed to you, please request our Investor Kit. This kit contains the most recent Annual Report and SEC forms (10-K & 10-Q). Please click Request Form below, fill in the fields and select Submit.