EXHIBIT 99.1



                         CORPORATE GOVERNANCE PRINCIPLES

                            The ServiceMaster Company
               (adopted by the Board of Directors October 4, 1996, amended
                 March 8, 2002 and amended and restated January 30, 2004)

         The Board of Directors of the Company has adopted the following
Corporate Governance Principles to assist the Board in the exercise of its
responsibilities to the Company and its shareholders. The Board will continue to
assess the appropriateness of these Principles and implement such changes and
adopt such additions as may be necessary or desirable to promote the effective
governance of the Company.

Purpose

         The purpose of these Principles is to describe the manner in which the
Company will be managed by or under the direction of its Board within the
framework of its corporate objectives To Honor God In All We Do, To Help People
Develop, To Pursue Excellence, and To Grow Profitably and for the benefit of its
shareholders.

         These principles are intended as a guide. They do not supersede or
replace the Company's Amended and Restated Certificate of Incorporation or
Bylaws, nor are they intended to govern or limit the enforceability or validity
of any action taken by the Company, its Board, or any committee of the Board.
These principles do not impose or impute a higher duty or standard of care for
the Board or any individual director than would otherwise be required by law.

Director Qualifications

     1.  Number of  Members of the Board.  The Board  shall have at least  three
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members in  accordance  with Article 7.1 of the  Company's  Amended and Restated
Certificate of  Incorporation.  The Board shall have the objective of having ten
to twelve  members  with no more than two members  from  management.  Additional
members  may be  appropriate  from  time to time in  order  to  accommodate  the
availability of one or more outstanding candidates.

     2.  Selection  of Members  of the  Board.  The  Governance  and  Nominating
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Committee is responsible for reviewing the  qualifications  of, and recommending
to  the  Board,  nominees  for  membership  on the  Board.  The  Governance  and
Nominating  Committee  shall  recommend to the Board  guidelines and criteria to
determine the  qualifications to serve and continue to serve as a director.  The
Board shall strive to have a diversity of gender,  ethnicity,  culture and race.
Members should in general have skills, experience or expertise in one or more of
the  following  areas:  finance,  accounting,   information  technology,  senior
management  of  a  major  company,  federal  or  state  government  agencies  or
contracting practices,  marketing,  strategic planning, human resources, ethical
training, and regulatory and compliance.


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     3. Independence  Requirements.  The majority of the Board shall satisfy the
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independence  requirements of Article 7.5 of the Company's  Amended and Restated
Certificate of  Incorporation.  Unless otherwise  determined by the Board,  each
member of the Board other than a member who is an officer of the Company  shall,
at a minimum,  satisfy the  independence  requirements  under the New York Stock
Exchange  listing  standards.  To be considered  independent  under the New York
Stock Exchange listing standards, no director may:

     a.  have  a  material  relationship  with  the  Company  (as  affirmatively
determined  by  the  Board),   either  directly  or  indirectly  as  a  partner,
shareholder  or  officer of an  organization  that has a  relationship  with the
Company;  provided,  that a director  will not be  considered to have a material
relationship  with the  Company if (i) the  director  is a  partner,  principal,
counsel or advisor to, shareholder,  director or officer of another company that
does business with the Company and the annual sales to, or purchases  from,  the
Company  are less than 1% of the annual  revenues  of the other  company and the
director does not receive any  compensation  (paid,  deferred or otherwise) as a
direct  result of such  business  with the Company  and (ii) the  director is an
officer,  director or trustee of a charitable  organization,  and the  Company's
discretionary charitable contributions to the organization are less than 1% (and
no more than $50,000) of that  organization's  total annual charitable  receipts
(the Company's automatic matching of employee charitable  contributions will not
be  included in the amount of the  Company's  contributions  for this  purpose);
provided,  further,  that a  director  will be  considered  to  have a  material
relationship  with the Company if the director is an officer of another  company
that  is  not a  charitable  organization  and  any  of  the  Company's  present
executives serves on that other company's board of directors;

     b. be an employee,  or have an immediate  family member who is an executive
officer, of the Company;

     c. receive,  or have an immediate  family  member who  receives,  more than
$100,000 per year in direct  compensation from the Company,  other than director
and committee fees and pension or other forms of deferred compensation for prior
service  (provided such  compensation  is not contingent in any way on continued
service);

     d. be  affiliated  with or employed by, or have an immediate  family member
who is affiliated  with or employed in a professional  capacity by, a present or
former internal or external auditor of the Company;

     e. be employed,  or have an immediate family member who is employed,  as an
executive  officer  of  another  company  where  any  of the  Company's  present
executives serve on that other company's compensation committee; or

     f. be an  executive  officer or an employee,  or have an  immediate  family
member who is an  executive  officer,  of a company  that makes  payments to, or
receives payments from, the Company for property or services in an amount which,
in any single  fiscal  year,  exceeds the  greater of $1 million,  or 2% of such
other company's consolidated gross revenues.

         An immediate family member includes a director's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law and anyone (other than domestic employees) who
shares the director's home.

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         No director will be considered independent until a period of three
years (or any shorter period provided under the New York Stock Exchange listing
standards) has elapsed from the end of the relationships described in
subsections (b)-(f) above.

         The Company will disclose in its proxy statement the Board's
determinations regarding the independence of each director.

     4.  Committee  Independence  Requirements.  Each  member  of the  Audit and
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Finance  Committee,   Compensation  and  Leadership  Development  Committee  and
Governance and Nominating Committee shall satisfy the independence  requirements
and membership criteria set forth in its respective charter.

     5. Ethics and  Conflicts  of  Interest.  The Board  expects all  directors,
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officers and  employees to act  ethically  and adhere to the  Company's  Code of
Conduct.  The Board will not  permit  any  waiver of any  ethics  policy for any
director,  executive officer or other member of the Company's senior management.
If an actual or  potential  conflict  of  interest  arises for a  director,  the
director shall  promptly  inform the Chief  Executive  Officer and the presiding
director.

     6. Retirement Age, Term Limits and Evaluation of Director Performance. Each
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director  must be younger than the age of 70 at the date he or she is elected to
the Board.  Subject to the Company's Bylaws,  the Board shall have the authority
to make  exceptions to this policy under  circumstances  to be determined by the
Board.  The  Board  does not  believe  it  should  establish  term  limits.  The
Governance  and Nominating  Committee  shall  regularly and timely  evaluate the
performance of individual directors.

     7. Significant  Change in Status. If a director has a significant change in
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professional  or personal  circumstances,  such as through a change of employer,
retirement,  a change in job  responsibilities  or health,  the director  should
tender his or her  resignation  to the  Board.  The Board  shall then  determine
whether such change in status makes accepting the resignation desirable.

     8. Service on Other Public Company Boards. A director who also serves as an
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officer of the Company  shall not serve on more than two other  boards of public
companies and other directors should not serve on more than four other boards of
public companies.  No member of the Audit and Finance Committee may serve on the
audit  committee  of more than two other  public  companies.  A director  should
advise  the  Chairman  of the  Board  and the  Chairman  of the  Governance  and
Nominating  Committee  prior to accepting an invitation to serve on the board of
another public company.

Director Responsibilities

     1. Duties. In meeting its responsibilities,  the Board shall act as a whole
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or through a committee. The basic responsibility of the directors is to exercise
their business judgment in good faith to act in what they reasonably  believe to
be the best  interests  of the Company and its  shareholders.  Each  director is
expected to be familiar  with the  Company's  business,  to review in advance of
meetings the materials  distributed and to attend and participate in meetings of
the Board and meetings of any committee of which such director is a member.  The
specific duties and  responsibilities of the Board include,  among other things,
fostering  a  continued


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understanding  and  implementation  of  the  Company's
corporate objectives;  representing the interests of the Company's  shareholders
in maintaining and enhancing the success of the Company's  business;  overseeing
and  interacting  with  senior  management  with  respect to key  aspects of the
business  including  strategic  planning,  succession  planning  and  management
development, operating performance, shareholder returns and budgets and adhering
to the Company's Code of Conduct.

     2. Board  Meetings.  The Board  shall meet at least four times  annually at
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such locations as the Board or its Chairman shall from time to time determine. A
special  meeting of the Board may be called by or at the request of the Chairman
or a majority of the Board. Each Board meeting shall be opened with a devotional
thought  relating to the  recognition  and application of the first objective of
the Company to the operation of the business.

     3.  Agendas.  The  Chairman  shall be  primarily  responsible  for planning
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agendas  for a period of at least 18 months in  advance  with the  objective  of
having  the Board and its  committees  informed  with  respect to  material  and
relevant  matters relating to the operation and future direction of the Company.
Agendas are distributed in advance to each director. Any director may request an
item to be added to an agenda.  With respect to each regularly scheduled meeting
of the Board,  the Board through its Chairman shall  determine the agenda of the
Board meeting.

     4.  Distribution  of  Materials.  The  Board  and its  committees  shall be
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provided  with  appropriate  materials  in  advance  of each  meeting,  whenever
feasible and appropriate.  Management shall be responsible for ensuring that the
materials  are accurate and contain all material  information  necessary for the
director to make an informed decision.

     5. Executive Sessions and Presiding Director. At each meeting of the Board,
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the  non-management  directors of the Company  shall meet in  executive  session
without  the  Company's  management.  In the  event  one or more  non-management
directors is not  independent,  then only  independent  directors should meet in
executive  session  at least  once a year.  In the  event  the  Chairman  is not
independent,  the Board shall  select the  chairperson  of the Audit and Finance
Committee,  Compensation and Leadership  Development Committee or Governance and
Nominating Committee to preside at its executive sessions, without management. A
presiding  director should serve as such for no more than two consecutive years.
The duties of such a presiding director include advising the Chairman of matters
discussed in executive sessions without management,  where appropriate,  as well
as  on  Board  agenda  items  and  information  to be  provided  to  the  Board.
Alternatively,  each time the Board holds executive  session without  management
the Board may select the  chairperson  of the Audit and Finance  Committee,  the
Compensation  and  Leadership   Development  Committee  or  the  Governance  and
Nominating  Committee  to  preside.  The name of the  presiding  director or the
procedure  for  selecting  the  presiding  director  shall be  disclosed  in the
Company's annual proxy statement.  The Company shall also disclose in its annual
proxy  statement  a method  for  interested  parties to  contact  the  presiding
director, or the non-management directors as a group, directly.

     6.  Position  of  Chairman  of the Board.  The Board  shall  elect from its
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members a Chairman who may also be the Chief  Executive  Officer of the Company.
The  Chairman  shall  schedule and call Board  meetings,  prepare the agenda for
Board  meetings,  chair and moderate  Board  meetings,  lead the Board and serve
Board committees.

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     7.  Strategic  Review.  The Board  shall  regularly  review  the  strategic
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direction and initiatives of the Company.

     8.  Stock  Ownership.  Each  director  and member of senior  management  is
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encouraged to maintain  ownership of the Company's  common stock.  The Company's
stock ownership guidelines require each director and member of senior management
to hold a number of shares equal to 50% of (i) the vested  shares of  restricted
stock and (ii) the number of option shares granted to the director and member of
senior  management  after providing for payment of the exercise price and taxes,
in each case  granted on or after July 17,  2003 until the  director  leaves the
Board or the member of senior  management  ceases to be employed by the Company.
All purchases  and sales of the Company's  common stock by a director and member
of senior  management must comply with the Company's  Policy  Regarding  Insider
Trading and Confidentiality.

     9. Loans.  The Company shall not directly or indirectly  extend or maintain
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credit,  arrange for the  extension of credit or renew an extension of credit in
the form of a  personal  loan to or for a  director  or  executive  officer.  An
extension of credit maintained by the Company on July 30, 2002 is not subject to
this  prohibition  provided there is no material  modification or any renewal of
such credit on or after July 30, 2002.

Board Committees

     1. Committee Structure. The Board shall have an Executive Committee,  Audit
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and Finance  Committee,  Compensation and Leadership  Development  Committee and
Governance and Nominating Committee. After considering the recommendation of the
Governance and  Nominating  Committee,  the Board shall  designate one person to
serve as Chairman of each  committee.  The Board shall establish such additional
committees as it deems necessary or appropriate.

     2.  Committee  Charters.  The Executive  Committee may act on behalf of the
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Board  between  Board  meetings.  Each  of  the  Audit  and  Finance  Committee,
Compensation and Leadership  Development Committee and Governance and Nominating
Committee shall have its own charter  approved by the Board.  Each charter shall
set forth the purposes, duties and responsibilities of the committee.

     3. Frequency and Length of Committee  Meetings.  Each committee through its
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Chairman  shall  determine  the agenda,  frequency  and length of the  committee
meetings consistent with its respective charter. A report on regularly scheduled
and special committee meetings shall be made at each regularly scheduled meeting
of the Board.

Director Access to Management and Advisers

       Each director shall have access to the management of and advisers to the
Company. Each director shall use his or her judgment to ensure that any such
contact is not disruptive to the business operations of the Company. The Board
and its committees, as set forth in their respective charter, shall have the
right to consult and retain independent counsel and other advisers, as they
determine necessary or appropriate to carry out their duties, at the expense of
the Company.


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Director Compensation

     The Compensation and Leadership Development Committee shall recommend to
the Board the compensation of members of the Board who are not employees of the
Company in accordance with the policies and principles set forth in its charter.
The Compensation and Leadership Development Committee shall consider that a
director's independence may be jeopardized when a director's compensation
exceeds customary levels, when the Company makes substantial charitable
contributions to organizations in which a director is affiliated, or enters into
consulting contracts with (or provides other indirect forms of compensation to)
a director. Directors who are employees of the Company shall not be eligible to
receive compensation for service as a director of the Company.

Director Orientation and Continuing Education

     Each new director shall participate in a director orientation program
within a reasonable time after the director is first elected to the Board. The
orientation program shall be designed to familiarize new directors with the
Company, its management structure and operations, and key operational, financial
and other issues. The orientation program shall include a visit to the Company's
offices to meet with senior management and visit local branches. Each director
should, through seminars, conferences and similar events, remain current in
matters relating to governance, disclosure, accounting or industry developments.

CEO Evaluation and Management Succession

     The Compensation and Leadership Development Committee shall review and
approve the corporate goals and objectives of the Chief Executive Officer. The
Compensation and Leadership Development Committee shall annually evaluate the
performance of the Chief Executive Officer in light of the Chief Executive
Officer's competencies, corporate goals, objectives, potential and such other
considerations as the Committee deems appropriate and determine the Chief
Executive Officer's compensation based on such evaluation. The Compensation and
Leadership Development Committee shall conduct a review of succession planning
and make a report annually to the Board, including plans for interim succession
for the Chief Executive Officer in the event of an emergency or the retirement
of the Chief Executive Officer.

Evaluation of Board and Committee Performance

     The Governance and Nominating Committee shall conduct annual evaluations of
the performance of the Board and its committees. The evaluations shall serve as
the basis for a discussion of Board and committee performance.




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