Exhibit 99.3

                     STATEMENT ON SCOPE AND ORGANIZATION OF
                             THE BOARD OF DIRECTORS
                          OF THE SERVICEMASTER COMPANY
                              Revised March 8, 2002


I.        PREAMBLE

          From time to time the Board of Directors of ServiceMaster has reviewed
          its organization, composition and overall effectiveness. As a result
          of such reviews, it has changed and revised this Statement on Scope
          and Organization of the Board. During the past two years, the Board
          has conducted another such review and has considered various subjects
          including its size and composition, the combination of the role of
          Chairman and Chief Executive Officer ("CEO"), the function and
          designation of standing committees, the participation of management as
          senior advisors, and the continuing role and emphasis of the Company's
          four objectives. In the process, the Board also has developed certain
          guiding principles for its continued and future effectiveness. This
          statement incorporates certain changes and revisions as a result of
          this review and confirms the commitment of the Board to provide
          responsible governance and exercise of authority on behalf of
          shareholders, employees and customers.

II.       PURPOSE

          Delaware law provides that "the business and affairs of every
          corporation... shall be managed... by or under the direction of the
          Board of Directors." The purpose of this statement is to describe the
          manner in which ServiceMaster will be managed by or under the
          direction of its Board of Directors 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 stakeholders.

          This statement is intended as a guide. It does not supersede or
          replace ServiceMaster's Amended and Restated Certificate of
          Incorporation ("Charter") or By-Laws, nor is it intended to govern or
          limit the enforceability or validity of any action taken by
          ServiceMaster, its Board, or any committee of the Board. This
          statement does 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.

III.      SCOPE

          Except in the case of the appointment or removal of the CEO or in
          other situations where initiation of the Board is required, the Board
          performs its management functions through the CEO by (1) approving or
          disapproving policies, plans, decisions, or appointments initiated by
          the CEO and (2) conducting periodic reviews



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          of performance, compliance, reporting and disclosure, leadership
          development, and succession planning by the CEO.

IV.       GUIDING PRINCIPLES & METHODOLOGY

          In meeting its responsibilities, the Board acts as a whole or through
          one or more of its committees. The Board conducts its work through
          regularly scheduled and special meetings. For the Board to be
          effective it should: (1) be comprised of strong, experienced
          individuals with clearly defined skills and understanding of the
          business and the public requirements of the Company and with a
          diversity of gender, ethnicity, culture and race, (2) empower its
          standing committees to accomplish their specialized functions, (3)
          require of management appropriate reviews and disclosures to assure a
          process of accountability in the exercise of governance and the
          delegation of authority, (4) maintain a continuity with the heritage
          of the past, (5) foster a continued understanding and implementation
          of ServiceMaster's four objectives and (6) be willing always to change
          its composition and method of operation in order to realize the
          opportunities of the future and create value for the shareholders.

          At least annually, or as the Board deems appropriate, the Board
          reviews and considers:

          1.            Agenda Planning:

                        The Board through its Chairman determines the agenda of
                        its meetings. Agendas are planned 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. Any director may
                        request an item to be added to an agenda.

          2.            Review of the CEO's Goals and Performance Objectives:

                        The CEO reviews with the Board his or her goals and
                        performance objectives for the ensuing period. The
                        purpose of this review is to accomplish a common
                        understanding between the Board and CEO of the focus and
                        direction of management and the allocation and
                        application of resources of the Company for the defined
                        period.

          3.            Financial Reporting and Budgets:

                        At regularly scheduled meetings of the Board, the CEO
                        provides a review of the financial condition and results
                        of operation of the Company and outlook for the future.
                        At least annually the CEO submits an operating and
                        capital budget for the ensuing three-year period.

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          4.            Compensation:

                        The compensation of the CEO is determined by the Board
                        acting through its Compensation and Leadership
                        Development Committee. The compensation of a select
                        group of other senior officers of the firm is determined
                        in a like manner after initiation and recommendation by
                        the CEO. The compensation of the five highest paid
                        officers is reported to the Board at least annually.

          5.            Planning:

                        The CEO organizes and carries on the strategic planning
                        function of the Company, and the Board participates in
                        this process as the CEO deems appropriate. The CEO
                        should keep the Board apprised of changing trends and
                        developments. A strategic plan with growth goals is
                        submitted for approval at least every three years.

          6.            Organization:

                        Organizational planning and changes in senior management
                        assignments are reported from time to time by the CEO.
                        The Board approves the selection by the CEO of members
                        of senior management. The Board periodically reviews
                        with the CEO planning for CEO succession within the
                        Company. The Board acting through its Compensation and
                        Leadership Development Committee also periodically
                        reviews with the CEO planning for leadership succession
                        (other than the CEO) within the Company.

          7.            Commitment Authority:

                        The Commitment Authority Policy is determined by the
                        Board acting through its Audit and Finance Committee.
                        The Policy should be reviewed by the Board every three
                        years.

          8.            Financial Reporting Requirements and Review of Auditors:

                        Public financial reporting requirements, Annual Reports,
                        and management outlooks projecting for the public future
                        financial condition and results of operations should be
                        reviewed and determined by the Board acting through its
                        Audit and Finance Committee. All such reports are
                        available for Board members' review and comment.
                        Communication with and review of the work of outside
                        auditors also are determined by the Board through its
                        Audit and Finance Committee.

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          9.            The Conduct and Responsibility of Board Members:

                        The conduct and actions of the Board and its members
                        should be reviewed periodically by the Governance and
                        Nominating Committee. The Board and each director has an
                        obligation to perform in good faith, in a manner
                        believed to be in the best interests of the Company and
                        consistent with the Company's four corporate objectives.
                        "Performing in good faith" means performing diligently,
                        in an honest manner, in accordance with the Company's
                        policy of "Do the Right Thing", with no undisclosed
                        conflict of interest, and with recognition of the
                        confidentiality concerning matters involving the
                        Company. There shall be no disclosure by a director of
                        any matter discussed at a meeting of the Board except as
                        to a matter specifically designated for public
                        disclosure. The "best interests of the Company" means
                        performing with a view to long-term value creation for
                        the benefit of shareholders, quality service for the
                        benefit of customers and growth opportunities for
                        employees of the Company. As these stakeholders are
                        satisfied, the best interests of the Company are
                        accomplished.

          10.           Succession Planning for CEO:

                        The Board and the CEO should periodically conduct a
                        review of succession planning for the CEO.

V.        REPRESENTATION:

          The fundamental responsibility of the Board is to represent the
          interest of the stakeholders of the Company with a primary emphasis on
          the interests of shareholders. No member of the Board is to be
          representative of any special interest or ownership group. Varying
          social, political, environmental and economic areas of interest
          touched or influenced by the operations of the Company are regularly
          reviewed by the Board and considered in its decision making.

VI.       COMMUNICATIONS:

          For the Board to meet its responsibility, there must be an effective
          flow of information between management and the Board. This information
          flow takes place in a number of different ways including the
          presentation of financial and other reports that are meaningful and
          comprehensible; direct personal reporting by the CEO and other members
          of the management; a free exchange of information among staff, the
          CEO, and individual directors; visits by the Board to various sites of
          operation; participation by various Board members in special meetings
          or functions of the Company and actual participation by management at
          Board or Committee meetings. The CEO should


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          establish a meeting schedule to provide directors regular
          opportunities to meet with senior management. Directors may, after
          consultation with the CEO, make inquiry of anyone within the Company
          and consult directly with the Company's principal outside advisers,
          including the Company's independent public accountants and outside
          legal counsel. In the process of making inquiry, the director should
          not disclose confidential information and should not be involved in
          any direction or management of the employees involved and should
          report back to the CEO any relevant conclusions or findings. A
          director should notify the Chairman before accepting another board
          membership of a public company and no employee member of the Board
          should accept membership on a public board without approval of the
          Board.

VII.      ORGANIZATION:

          Composition

          The Board shall have the objective of having ten to twelve members
          with not more than two members from management. The majority of the
          Board's members shall satisfy the independence requirement of the
          Charter. The differences in experience and skills of the directors
          should reflect the business, technology, financial, accounting,
          marketing and people needs and public requirements of the Company. The
          Board should have a diversity of gender, ethnicity, culture and race.
          Each director should agree to support the four objectives of the
          Company. No Board member shall be employed by or financially related
          to any major supplier. No Board member shall have a relation to or
          connection with a competitor of the Company. Each director must be
          younger than age 70 at the date he or she is elected. The performance
          and contribution of each director completing his or her term is
          reviewed with each director by the Chairman of the Governance and
          Nominating Committee and the Chairman of the Board prior to his or her
          nomination for re-election. The results of these assessments are
          reviewed with the Board.

          A member of management other than the CEO normally does not serve as a
          director. A former member of management may serve as a director where
          the Board has determined that such service is needed for continuity or
          expertise.

                  Chairman

                  The Board shall elect from among its members a Chairman who
                  also may be the CEO of the Company. The Chairman schedules and
                  calls Board meetings, prepares the agenda for Board meetings,
                  chairs and moderates Board meetings, leads the Board and
                  serves Board committees. The Chairman is an officer and
                  employee of the Company.

                  Chairman of the Executive Committee

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                  The Board may from time to time elect from one of its members
                  a Chairman of its Executive Committee. In addition to chairing
                  and moderating Executive Committee meetings, the Chairman of
                  the Executive Committee performs such other duties as the
                  Board and its Chairman may from time to time determine. At the
                  request of the Chairman of the Board, the Chairman of the
                  Executive Committee, if different than the Chairman of the
                  Board, assists in agenda planning, participates in periodic
                  reviews of the business with the Chairman and CEO, and is
                  available to the Chairman and CEO for advice and counsel.

                  Meetings

                  The Board meets four or more times per year and holds its
                  meetings at 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 is opened with a devotional thought
                  relating to the recognition and application of the first
                  objective of the Company to the operation of the business.
                  Minutes are taken of every meeting and distributed to Board
                  members before the next meeting. Each director should have
                  full opportunity to present views, ask questions, and discuss
                  with other members of the Board the business at hand. Those
                  matters involving resolutions shall be voted on and the vote
                  appropriately recorded. While it is recognized that most
                  actions are taken during regular meetings, it is also
                  recognized that telephone conference-call meetings or actions
                  by written consent may be required from time to time. All
                  meetings of the Board and meetings of the committees of the
                  Board are confidential sessions, except when others are
                  invited to attend or as otherwise may be provided by the
                  Board.

                  Agenda

                  The Chairman shall have the primary responsibility for
                  determining the agenda, and the CEO shall have the
                  responsibility of preparing full and adequate information on
                  agenda items. The agenda proposed for meetings of the Board
                  shall be circulated to all members of the Board for the
                  addition of items or the amplification of items as proposed.
                  The proposed agenda and, to the extent feasible and
                  appropriate, supporting information and data for matters to be
                  considered are distributed to Board members in advance of the
                  meeting to allow study and consideration.

                  Committees

                  The Board shall establish committees to perform certain
                  functions. The number of committees and their special
                  assignments may vary from time to time. After initiation by
                  the Chairman, the Governance and Nominating Committee

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                  recommends to the Board for its consideration and appointment
                  the membership of each Committee. The standing committees of
                  the Board are: the Executive Committee; the Audit and Finance
                  Committee; the Compensation and Leadership Development
                  Committee; and the Governance and Nominating Committee. No
                  member of the present or former management of the Company may
                  serve on any standing Committee of the Board except the
                  Executive Committee. The Audit and Finance Committee shall
                  approve and recommend for approval by the Board a charter
                  setting forth such Committee's authority and responsibilities
                  with respect to the audit function of the Committee as
                  required by law or regulation. The Audit & Finance Committee,
                  with respect to its finance function, and the Compensation and
                  Leadership Development Committee and the Governance and
                  Nominating Committee may each approve and recommend for
                  approval by the Board a charter setting forth such Committee's
                  authority and responsibilities. A report on each Committee
                  meeting is made to the full Board. The Chairman of the Board
                  or the respective Chairman of each of the Audit and Finance
                  Committee, Compensation and Leadership Development Committee,
                  and Governance and Nominating Committee may call a special
                  meeting of that Committee at any time if deemed advisable.

                  Executive Committee

                  The Executive Committee is made up of the Chairman, CEO,
                  chairman of the other standing committees and the Chairman of
                  the Executive Committee if so elected. The Chairman of the
                  Board may initiate changes in the membership of this Committee
                  through recommendations to the Governance and Nominating
                  Committee as set forth in the preceding paragraph. This
                  Committee meets with the CEO and others, as designated, at
                  special meetings called by the Chairman of the Board, or a
                  majority of the Board or this Committee. The Executive
                  Committee may act on behalf of the Board between regularly
                  scheduled Board meetings. It also may be convened from time to
                  time by the CEO for advice and counsel relating to matters not
                  ready for Board action.

                  Audit and Finance Committee

                  The Audit and Finance Committee shall be made up of at least
                  three members of the Board who are "independent" within the
                  meaning of the rules of the New York Stock Exchange. The Audit
                  Committee has the responsibility of assisting the Board by
                  giving specific attention to the published financial reports
                  of the Company including the Annual Report to Shareholders,
                  the Annual and Quarterly reports filed with the Securities and
                  Exchange Commission and proxy material. The Audit Committee
                  reviews these statements, the underlying financial principles,
                  and the accounting controls used in their preparation provide
                  adequate and fair disclosure and that these statements
                  reasonably present the financial position of the Company,
                  including any of its contingent liabilities.

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                  The Audit Committee each year initiates the selection of the
                  independent auditors to be retained to audit the books and
                  records of the Company for the ensuing fiscal year and
                  recommends the selected independent auditors to the Board. The
                  Audit Committee's work includes the review of the content and
                  adequacy of the work of the independent auditors and their
                  reports and the review of the content and adequacy of the work
                  of the Internal Audit Staff of the Company and their reports.

                  The Committee also acts as the Finance Committee of the Board.
                  In that capacity, it acts on behalf of the Board to review
                  from time to time matters relating to stock repurchases,
                  acquisitions, financing, and venture fund investments.

                  Governance and Nominating Committee

                  The Governance and Nominating Committee shall be made up of at
                  least three members of the Board who are not employees of the
                  Company. The Committee, with concurrence of the Chairman and
                  CEO, recommends to the full Board for their approval the
                  nominees to be elected by the shareholders at the annual
                  meeting of shareholders. This Committee also recommends to the
                  full Board the persons to fill vacancies caused by death,
                  resignation, or retirement of an existing director, or to fill
                  new directorships if established. The Committee considers
                  individuals recommended by shareholders for election to the
                  Board. The Committee also acts in conjunction with the
                  Chairman on appointments to Board Committees. The Chairman of
                  the Committee works with the Chairman of the Board in the
                  process of conducting performance reviews of the Board, its
                  Committees and directors and is responsible from time to time
                  for such other matters as the Board determines.

                  Compensation and Leadership Development Committee

                  The Compensation and Leadership Development Committee shall be
                  made up of at least three members of the Board who are
                  "outside directors" within the meaning of Internal Revenue
                  Service regulations and "non-employee directors" within the
                  meaning of Rule 16b-3 under the Securities Exchange Act of
                  1934. The primary function of this Committee is to establish
                  compensation policies with respect to senior management and
                  review and recommend the compensation of the CEO and also to
                  review the CEO's recommendations with regard to the
                  compensation of senior management and other compensation
                  matters. The Committee also conducts performance and
                  development reviews of the CEO and such other reviews of
                  leadership, people development and succession as the CEO and
                  Committee from time to time determine.


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Board/Scope&OrganRevised2-27-02