EXHIBIT 10.33
                            THE SERVICEMASTER COMPANY

                      RESTRICTED STOCK UNIT AWARD AGREEMENT

                                December 18, 2003

                  The ServiceMaster Company (the "Company") hereby grants to
Jonathan P. Ward (the "Holder") as of December 18, 2003 (the "Grant Date"),
pursuant to the provisions of the ServiceMaster 2003 Equity Incentive Plan (the
"Plan"), a restricted stock unit award of 22,500 restricted stock units (the
"Restricted Stock Units") and a stock unit award of 15,000 stock units (the
"Stock Units") (collectively, the "Award"), each representing the right to
receive one share of the Company's common stock, $.01 par value ("Stock"), upon
and subject to the restrictions, terms and conditions set forth below.
Capitalized terms not defined herein shall have the meanings specified in the
Plan. For purposes of this Agreement, the Award shall be treated as a Restricted
Stock Award. "Stock Unit" means a Restricted Stock Unit that is no longer
subject to forfeiture or a stock unit that is granted or credited without being
subject to forfeiture.

     1. Award Subject to  Acceptance  of Agreement.  The Award shall be null and
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void unless the Holder shall accept this  Agreement by executing it in the space
provided below and returning it to the Company.

     2. Restriction Period and Vesting.
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     (a) The 15,000 Stock Units shall be fully vested as of the Grant Date.  The
22,500 Restricted Stock Units shall vest in the following  increments during the
Restriction Period on each anniversary of the Grant Date, or earlier pursuant to
Section 2(b) hereof or Section 5.8 of the Plan.


                           Vesting Date              Number of Units Vesting
                           -------------             -----------------------
                           December 31, 2003         7,500
                           December 31, 2004         7,500
                           December 31, 2005         7,500

     (b) If the  Holder's  employment  by the  Company  terminates  by reason of
Disability or death,  all Restricted Stock Units shall become fully vested as of
the  effective  date of the Holder's  termination  of  employment or the date of
death, as the case may be.

     (c) If the Holder's  employment  by the Company  terminates  for any reason
other than Disability or death,  the portion of the Award which is not vested as
of the  effective  date of the  Holder's  termination  of  employment  shall  be
forfeited by the Holder and such portion shall be cancelled by the Company.

     3.  Reinvestment of Dividend  Equivalents.  On each date the Company pays a
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cash dividend to record owners of shares of Stock (a "Payment Date"), the Holder
shall be credited on the Payment Date, with additional  Stock Units equal to (i)
the  product  of the total  number of  Restricted  Stock  Units and Stock  Units
credited  to Holder  under this Award  immediately  prior to such  Payment  Date
multiplied  by the dollar amount of the cash dividend paid per share of Stock by
the Company on such  Payment  Date,  divided by (ii) the Fair Market


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Value of a share of Stock on such  Payment  Date.  Any such Stock  Units
shall be credited without being subject to forfeiture.


     4. Delivery of Certificates Representing Stock Units. (a) The Company shall
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hold the  Restricted  Stock  Units  and  Stock  Units  subject  to the  Award in
book-entry  form.  Subject to Section 6.2, after the termination of the Holder's
employment by the Company for any reason,  the Company shall issue to the Holder
a stock certificate representing a number of shares of Stock equal to the number
of Stock Units credited to Holder under this Award no earlier than January 1 and
no later  than  January 31 of the year  after  which the  Holder  ceases to be a
"covered  employee" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986 (the "Issuance Date"); provided, that if there is a record date for
determining  the  record  owners of shares of Stock for the  purpose of paying a
cash dividend during the January in which the issuance occurs,  the Holder shall
have the right to receive on the  related  Payment  Date either (i) in the event
the Holder is a record  owner as of the record date of the shares of Stock to be
issued on the Issuance  Date, a cash  dividend in an amount equal to the product
of the total number of shares of Stock to be issued under this Award  multiplied
by the dollar amount of the cash dividend paid per share of Stock by the Company
or (ii) in the event the  Holder is not such a record  owner,  an amount in cash
equal to the amount of the cash dividend  determined  under the foregoing clause
(i);  and  provided,  further,  that in the  event of a Change  in  Control  and
regardless of whether the Holder's employment by the Company has terminated, the
Issuance  Date  shall be  within  10 days of the  occurrence  of the  Change  in
Control.  The Company shall not be required to issue fractional  shares of Stock
upon settlement of the Award.


                  (b) The Holder shall have no direct or secured claim in any
         specific assets of the Company or the shares of Stock to be issued on
         the Issuance Date and will have the status of a general unsecured
         creditor of the Company.

     5. Forfeiture of Restricted Stock Units. (a)  Notwithstanding any provision
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of this  Agreement,  if at any time prior to the date that is one year after the
date of vesting of all or any portion of the Restricted Stock Units, the Holder:

                  (1) directly or indirectly (whether as owner, stockholder,
         director, officer, employee, principal, agent, consultant, independent
         contractor or otherwise), in North America or any other geographic area
         in which the Company is then conducting business, owns, manages,
         operates, controls, participates in, performs services for, or
         otherwise carries on, a business similar to or competitive with the
         business conducted by the Company or any Subsidiary; or

                  (2) directly or indirectly attempts to induce any employee of
         the Company to terminate or abandon his or her employment for any
         purpose whatsoever or any attempt directly or indirectly to solicit the
         trade or business of any current or prospective commercial customer,
         supplier or partner of the Company; or

                  (3) directly or indirectly engages in any activity which is
         contrary, inimical or harmful to the interests of the Company,
         including but not limited to (i) violations of Company policies (ii)
         disclosure or misuse of any confidential information or trade secrets
         of the Company or a Subsidiary (iii) participation in any activity not
         approved by the Committee which could reasonably be foreseen as
         contributing to or resulting in a

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<PAGE>

         Change in Control of the Company and
         (iv) conduct related to employment for which either criminal or civil
         penalties may be sought;

then the Holder shall pay the Company, within five business days of receipt by
the Holder of a written demand therefor, an amount in cash determined by
multiplying the number of Restricted Stock Units subject to the Award which
vested within the one-year period described above by the Fair Market Value of a
share of Stock, determined as of the date of vesting.

                  (b) The Holder may be released from the Holder's obligations
under Section 5(a) only if and to the extent the Committee determines in its
sole discretion that such a release is in the best interests of the Company.

                  (c) The Holder agrees that by executing this Agreement the
Holder authorizes the Company and its Subsidiaries to deduct any amount or
amounts owed by the Holder pursuant to Section 5(a) from any amounts payable by
the Company or any Subsidiary to the Holder, including, without limitation, any
amount payable to the Holder as salary, wages, vacation pay or bonus. This right
of setoff shall not be an exclusive remedy and the Company's or a Subsidiary's
election not to exercise this right of setoff with respect to any amount payable
to the Holder shall not constitute a waiver of this right of setoff with respect
to any other amount payable to the Holder or any other remedy.

               (d) In the event  that the  Holder  shall  forfeit  all or a
portion of the Restricted  Stock  Units  subject  to the  Award,  the  Holder
shall,  upon the Company's  request,  promptly  return this  Agreement to the
Company for full or partial  cancellation,  as the case may be. Such
cancellation shall be effective regardless of whether the Holder returns this
Agreement.

     6. Additional Terms and Conditions of Award.
        ----------------------------------------

     6.1.  Nontransferability  of Award.  Prior to the Issuance  Date, the Stock
           ----------------------------
Units and Restricted Stock Units may not be transferred by the Holder other than
(i) by will  or the  laws of  descent  and  distribution  or  (ii)  pursuant  to
beneficiary designation procedures approved by the Company. Except to the extent
permitted by the foregoing  sentence prior to the Issuance Date, the Stock Units
and  Restricted  Stock Units may not be sold,  transferred,  assigned,  pledged,
hypothecated,  encumbered or otherwise  disposed of (whether by operation of law
or otherwise) or be subject to execution,  attachment or similar  process.  Upon
any attempt to so sell, transfer,  assign,  pledge,  hypothecate or encumber, or
otherwise dispose of such Stock Units or Restricted Stock Units, the Award shall
immediately become null and void.

     6.2. Withholding Taxes. (a) As a condition precedent to the delivery to the
          -----------------
Holder of any  shares of Stock  subject to the Award,  the  Holder  shall,  upon
request by the  Company,  pay to the Company  such amount of cash as the Company
may be required,  under all applicable  federal,  state,  local or other laws or
regulations,  to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments")  with respect to the Award. If the Holder shall fail to
advance the Required Tax Payments after request by the Company, the Company may,
in its  discretion,  deduct any Required  Tax  Payments  from any amount then or
thereafter payable by the Company or a Subsidiary to the Holder.

(b) The Holder may elect to satisfy the obligation to advance the Required Tax
Payments by any of the following means: (1) a cash payment to the Company
pursuant to

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<PAGE>

Section 6.2(a), (2) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of previously
owned whole shares of Stock (which the Holder has good title, free and clear of
all liens and encumbrances) having a Fair Market Value, determined as of the
date the obligation to withhold or pay taxes first arises in connection with the
Award (the "Tax Date"), equal to the Required Tax Payments, (3) authorizing the
Company to withhold from the shares of Stock otherwise to be delivered to the
Holder pursuant to the Award, a number of whole shares of Stock having a Fair
Market Value, determined as of the Tax Date, equal to the Required Tax Payments,
(4) a cash payment by a broker-dealer acceptable to the Company through whom the
Holder has sold the shares with respect to which the Required Tax Payments have
arisen, except as prohibited by Section 402 of the Sarbanes-Oxley Act of 2002 or
(5) any combination of (1), (2) and (3). The Committee shall have sole
discretion to disapprove of an election pursuant to any of clauses (2)-(5).
Shares of Stock to be delivered or withheld may not have a Fair Market Value in
excess of the minimum amount of the Required Tax Payments. Any fraction of a
share of Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the Holder. No
certificate representing a share of Stock shall be delivered until the Required
Tax Payments have been satisfied in full.

     6.3  Adjustment.   In  the  event  of  any  stock  split,  stock  dividend,
          ----------
recapitalization,  reorganization, merger, consolidation,  combination, exchange
of shares,  liquidation,  spin-off or other similar change in  capitalization or
event,  or any  distribution  to  holders  of Stock  other  than a regular  cash
dividend,  the number  and class of  securities  subject  to the Award  shall be
appropriately adjusted by the Committee. The decision of the Committee regarding
any such adjustment shall be final, binding and conclusive.

     6.4 Compliance  with  Applicable Law. The Award is subject to the condition
         --------------------------------
that if the listing,  registration or qualification of the shares of Stock to be
issued  under the Award upon any  securities  exchange  or under any law, or the
consent or approval of any governmental  body, or the taking of any other action
is necessary or desirable as a condition of, or in connection  with, the vesting
or delivery of shares hereunder, such shares of Stock shall not be delivered, in
whole or in part, unless such listing, registration,  qualification,  consent or
approval  shall have been  effected  or  obtained,  free of any  conditions  not
acceptable  to the  Company.  The Company  agrees to use  reasonable  efforts to
effect or obtain  any such  listing,  registration,  qualification,  consent  or
approval.

     6.5 Original  Issue or Transfer  Taxes.  The Company shall pay all original
         ----------------------------------
issue or transfer  taxes and all fees and  expenses  incident to such  delivery,
except as otherwise provided in Section 6.2.

     6.6 No Voting  Rights.  The Holder shall not have any voting  rights unless
         -----------------
and only to the extent shares of Stock are issued on the Issuance Date.

     6.7 Award Confers No Rights to Continued Employment.  In no event shall the
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granting of the Award or its  acceptance by the Holder give or be deemed to give
the Holder any right to continued  employment by the Company or any affiliate of
the Company.

     6.8  Decisions  of Board or a  Committee  of the  Board.  The  Board or the
          --------------------------------------------------
Committee  shall  have the right to  resolve  all  questions  which may arise in
connection with the


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<PAGE>

Award.  Any  interpretation,  determination  or other action
made or taken by the Board or the Committee regarding the Plan or this Agreement
shall be final, binding and conclusive.

     6.9  Agreement  Subject  to the Plan.  This  Agreement  is  subject  to the
          --------------------------------
provisions of the Plan and shall be  interpreted  in accordance  therewith.  The
Holder hereby acknowledges receipt of a copy of the Plan.

     7. Miscellaneous Provisions.
        ------------------------

     7.1      Meaning  of  Certain  Terms.  (a) As used  herein,  the  term
        ---------------------------
"vest" shall  mean no  longer  subject  to forfeiture.


     (b) As used herein,  "Disability" shall mean Holder's absence from Holder's
duties with the Company or its affiliated  companies on a full-time basis for at
least 180 consecutive days as a result of Holder's incapacity due to physical or
mental illness.

     (c) As used herein, employment by the Company shall include employment by a
corporation which is a "subsidiary  corporation" of the Company, as such term is
defined in section 424 of the Code.  References in this Agreement to sections of
the Code  shall be deemed to refer to any  successor  section of the Code or any
successor internal revenue law.

     7.2  Modification,  Waiver and  Invalidity.  The  parties  may modify  this
          -------------------------------------
Agreement  only by  written  instrument  signed by each of the  parties  hereto.
Failure  by either  party to enforce a  provision  of this  Agreement  shall not
constitute a waiver of that or any provision of this  Agreement.  The invalidity
or  unenforceability  of any  provision of this  Agreement  shall not affect the
validity or enforceability of any other provision of this Agreement.

     7.3  Successors.  This  Agreement  shall be  binding  upon and inure to the
          ----------
benefit of any  successor or successors of the Company and any person or persons
who  shall,  upon the death of the  Holder,  acquire  any  rights  hereunder  in
accordance with this Agreement or the Plan.

     7.4 Notices. All notices,  requests or other communications provided for in
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this Agreement shall be made, if to the Company,  to the Corporate  Secretary at
The ServiceMaster  Company,  3250 Lacey Road, Suite 600, Downers Grove, Illinois
60515,  and if to the  Holder,  to the  address of the Holder  contained  in the
Company's records. All notices, requests or other communications provided for in
this Agreement shall be made in writing either (a) by personal delivery,  (b) by
facsimile  with  confirmation  of receipt,  (c) by mailing in the United  States
mails to the last known address of the party  entitled  thereto,  (d) by express
courier service or (e) electronic mail delivery system.  The notice,  request or
other communication shall be deemed to be received upon personal delivery,  upon
confirmation of receipt of facsimile transmission,  or upon receipt by the party
entitled  thereto if by United States mail,  express  courier  service or return
receipt of electronic  delivery  system;  provided,  however,  that if a notice,
request  or other  communication  sent to the  Company  is not  received  during
regular business hours, it shall be deemed to be received on the next succeeding
business day of the Company.

     7.5 Governing Law. This Agreement,  the Award and all  determinations  made
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and actions  taken  pursuant  hereto and  thereto,  to the extent not  otherwise
governed by the laws

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<PAGE>

of the United States,  shall be governed by the laws of the
State of Delaware and construed in accordance therewith without giving effect to
conflicts of laws principles.

     7.6 Counterparts.  This Agreement may be executed in two counterparts, each
         ------------
of which shall be deemed an original and both of which together shall constitute
one and the same instrument.



                                 THE SERVICEMASTER COMPANY
                                 By: /s/ Sandra L. Groman
                                    ----------------------------------
                                    Name:      Sandra L. Groman
                                    Title:     Corporate Secretary



Accepted this 18th day of December, 2004.


                /s/ Jonathan P. Ward
                ---------------------
                  Jonathan P. Ward




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