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EXHIBIT 10.11




ABM INDUSTRIES INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PLAN DOCUMENT AS AMENDED DECEMBER 6, 2004




Preamble




This plan is an unfunded arrangement for a select group of management or highly-compensated
personnel of ABM Industries Incorporated (ABM) and its subsidiaries. All rights under this Plan
shall be governed by and construed in accordance with the laws of the State of California.




ARTICLE I




Definitions




Section 1.01.





	(a)  	“ABM” means ABM Industries Incorporated, a Delaware corporation, its Subsidiaries and
its corporate successors.






	(b)  	“Administrative Committee” means the committee of persons designated by the Compensation
Committee with authority to manage and administer the operation of the Plan.






	(c)  	“Beneficiary” means the person, institution or trust designated by the Participant
pursuant to 3.05 below to receive the Participant’s interest in the Plan after the
Participant’s death.






	(d)  	“Compensation Committee” means the Compensation Committee of the Board of Directors of
ABM Industries Incorporated.






	(e)  	“Fiscal Year” or “Year” (unless otherwise specified) means ABM’s fiscal year as now
constituted or as it may be changed hereafter from time to time.






	(f)  	“Participant” means an employee of ABM, or of a Subsidiary, designated by the
Administrative Committee for participation in the benefits of the Plan, or a person who was
such at the time of his resignation, termination, retirement or death and who retains, or
whose Beneficiaries obtain, benefits under the Plan in accordance with its terms.






	(g)  	“Payment Event” means a Participant’s Retirement or in the event of earlier resignation,
termination or death, the date the Participant attains or would have attained age 65.




 









 












	(h)  	“Plan” means this Supplemental Executive Retirement Plan as it may be amended from time
to time.
	 
	(i)  	“Retirement” means retirement at or after attaining age 65.






	(j)  	“Supplemental Benefit” means the total amount allocated to the benefit of a Participant
under the Plan.






	(k)  	“Subsidiary” means a company of which ABM owns, directly or indirectly, at least a
majority of the shares having voting power in the election of directors.





ARTICLE II




Designation of Participants and Allocation of Total Fund




Section 2.01. The Administrative Committee shall at least once in each Fiscal Year irrevocably
specify:





	(a)  	The name of each employee who shall be entitled to participate in the Plan for such Year;
and
	 
	(b)  	The amount to be allocated for the benefit of each Participant for such Year.





Effective December 31, 2002, there shall be no new Participants in the Plan and designations by the
Administrative Committee shall be limited to allocations to active employees of ABM who are
participants in the Plan.




Section 2.02. The amount to be allocated for the benefit of each Participant shall be determined in
accordance with the terms of the most recent Grant Certificate in existence for each Participant,
which Grant Certificates have been approved by the Administrative Committee. The Administrative
Committee shall report to the Compensation Committee the amounts allocated and Participants for
such Year.




ARTICLE III




Future Payments




Section 3.01. The Administrative Committee shall cause an accrual account to be kept in the name of
each Participant and each Beneficiary of a deceased Participant. The accrual account shall reflect
the value of the Supplemental Benefits payable to such Participant or Beneficiary under the Plan.




Section 3.02. Until and except to the extent that Supplemental Benefits hereunder are distributed
to the Participants or Beneficiaries from time to time in accordance with orders of the
Administrative Committee, the interest of each Participant and Beneficiary herein is that of a
general creditor of ABM and is contingent on and subject to forfeiture as provided in Section 3.06.
Title to and beneficial ownership of any assets, whether cash or investments, which ABM may set
aside or




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accrue to meet its obligations hereunder, shall at all times remain the property of ABM. No
Participant or Beneficiary shall under any circumstances acquire any property interest in any
specific assets of ABM.




Section 3.03. Upon resignation, termination, Retirement or death of a Participant, the value of the
Supplemental Benefits payable to such Participant or Beneficiary shall be determined with reference
to the accrual account maintained for such Participant.




Section 3.04. Payment of the amount allocated to a Participant shall be deferred until the
occurrence of a Payment Event. If the Participant dies before receiving any or all of the payments
due the Participant, any remaining amount shall be paid, but not before the Participant would have
reached age 65, to the Beneficiary. After determining the value of the Supplemental Benefit for a

Participant entitled to payment, the Administrative Committee shall arrange to pay
1/120th of the value of the account to the Participant or Beneficiary each month for a
period of 10 years from the date of the Payment Event. There shall be no gains or losses allocated
to the account during the 10 year period of payment.




Section 3.05. Each Participant shall have the right to designate a Beneficiary or Beneficiaries who
are to succeed to his right to receive future payments hereunder in the event of his death. In case
of a failure of designation or the death of a designated Beneficiary without a designated
successor, distribution shall be made to the Participant’s estate or trust, if a trust for such
purpose is in existence. No designation of Beneficiary shall be valid unless in writing signed by
the Participant, dated, and filed with the Administrative Committee. Beneficiaries may be changed
without consent of any prior Beneficiaries.




Section 3.06. The right of a Participant or Beneficiary to receive future payments hereunder shall
be vested at all times; provided, however, that such right shall be forfeited immediately upon the
occurrence of either of the following events: If the Participant is discharged from employment by
ABM or a subsidiary for acts which, in the opinion of the ABM, constitute embezzlement of corporate
funds or if, following the Participant’s termination of employment, it is determined that he or she
has embezzled corporate funds.




Section 3.07. Nothing contained herein shall be deemed to create a trust of any kind for the
benefit of any Participant or Beneficiary, or create any fiduciary relationship. Funds accrued
hereunder shall continue for all purposes to be a part of the general funds of ABM, and no person
other than ABM shall, by virtue of the provisions of this Plan, have any interest in such funds. To
the extent

that any person acquires a right to receive payments from ABM under this Plan, such right shall be
no greater than the right of any unsecured general creditor of ABM.




Section 3.08. The adoption of this Plan shall not confer upon any employee of ABM or any of its
subsidiaries or Participant any right to continued employment, nor shall it interfere in any way
with the right of ABM or any of its Subsidiaries to terminate the employment or change the
compensation of any of its employees at any time.




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ARTICLE IV




Administration




Section 4.01. The books and records to be maintained for the purpose of the Plan shall be
maintained by the officers and employees of ABM at its expense and subject to the supervision and
control of the Administrative Committee. ABM shall pay all expenses of administering the Plan.




Section 4.02. To the extent permitted by law, the right of any Participant or any Beneficiary in
any benefit or to any payment hereunder shall not be subject in any manner to attachment or other
legal process for the debts of such Participant or Beneficiary; and any such benefit or payment
shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance. In the
event that the Plan is presented with an appropriate order from a family court or other court of
competent jurisdiction dividing the right to benefits under this Plan or to receiving continuing
payments under this Plan between the Participant and the Participant’s spouse, the Administrative
Committee shall establish such

accounts and sub-accounts and make arrangement for such payments as the order may require. In no
event shall the Plan be required to pay a benefit in a greater amount or earlier than would
otherwise be required by the Plan for payments to the Participant.




Section 4.03. No member of the Compensation Committee or the Administrative Committee and no
officer or employee of ABM shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan unless attributable to his own fraud or willful
misconduct; nor shall ABM be liable to any person for any such action unless attributable to fraud
or willful misconduct on the part of a director, officer or employee of ABM.




Section 4.04. The Administrative Committee shall establish procedures for handling claims for
benefits under the Plan and appeals from denied claims.




ARTICLE V




Amendment of Plan




Section 5.01. The Compensation Committee, or to the extent provided below, the Administrative
Committee may at any time modify or amend any or all of the provisions of the Plan. The
Administrative Committee may amend the Plan to bring the Plan into compliance with applicable law
or, to make such other changes as the Administrative Committee deems desirable, provided that such
changes do not materially increase the cost of the Plan to ABM or take the Plan out of compliance
with applicable law; and provided further that the Committee may not admit new participants to the
plan or amend this 5.01.




Section 5.02. Notice of every such amendment shall be given in writing to each Participant and
Beneficiary of each deceased Participant.




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ARTICLE VI




Entire Agreement




This Supplemental Executive Retirement Plan Document and the most recently dated Grant Certificate
delivered to a Participant and properly signed by an officer of ABM, shall supersede all prior
plans, documents, agreements, offers, contracts or clauses, whether designated as “Executive
Retirement”, “Post Employment Consultancy” or by any other term, which refer to the benefit of such
Participant which is the subject matter of this Plan Document.




	 	 	 
	Encls:

	 	SERP Grant Certificate

SERP Designation of Beneficiary Form






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ABM Industries Incorporated

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

DESIGNATION OF BENEFICIARY




It is important that each Participant in the Company’s Supplemental Executive Retirement Plan
(SERP) designate a beneficiary for the payment of Plan benefits in the event of the Participant’s
death prior to a full distribution of benefits.




Please return a copy of this completed Designation of Beneficiary form to ABM Industries, Attn:
Executive Compensation Administrative Committee, 160 Pacific Avenue, San Francisco, California
94111.




This form should be promptly updated by the Participant whenever there is a change of address or
designated beneficiary.




SECTION I: PERSONAL INFORMATION




Name____________________________Spouse’s Name__________________________________




SSN:____________________________Company/Location_______________________________




Home Address____________________City/State/Zip_________________________________




SECTION II: DESIGNATION OF BENEFICIARY




Pursuant to the terms and conditions of the Plan, I hereby designate the following as my
beneficiary(ies), to whom any benefits I may then have in the Plan may be paid upon my death. This
designation supersedes any prior beneficiary designation made by me with respect to these benefits.




Primary: I name the following person(s) or entity(ies) as my Primary Beneficiary(ies):




Name:_____________________________________SSN__________________________________




Address_________________________________________________________________________




Name:_____________________________________SSN__________________________________




Address_________________________________________________________________________




Secondary: If my Primary beneficiary(ies) is (are) unable to receive this distribution, I Name the
following Secondary person(s) or entity(ies) as my Secondary Beneficiary(ies):




Name_____________________________________SSN__________________________________




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Address________________________________________________________________________




Name______________________________________SSN_________________________________




Address________________________________________________________________________




I HEREBY CERTIFY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT. THE COMPANY, PLAN ADMINISTRATIVE
COMMITTEE AND ANY OTHER PERSONS ASSOCIATED WITH THE ADMINISTRATION OF THE PLAN ARE ENTITLED TO RELY
ON THIS DOCUMENT AND SHALL BE FREE OF LIABILITY FOR ANY ACTION TAKEN UNDER THE PROVISIONS OF THE
PLAN AND IN RELIANCE ON THIS DOCUMENT.




	 	 	 
	 

	 	 
	Participant’s Signature/Date

	 	Spouse’s Signature/Date






Witness to Signatures:__________________________________________________________





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