EXHIBIT 10.25
                            THE SERVICEMASTER COMPANY

                        RESTRICTED STOCK AWARD AGREEMENT

                            __________________, 2004

                  The ServiceMaster Company (the "Company") hereby grants to
[insert name] (the "Holder") as of ___________, 2004 (the "Grant Date"),
pursuant to the provisions of the ServiceMaster 2003 Equity Incentive Plan (the
"Plan"), a restricted stock award (the "Award) of [MERGE FIELD] shares 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.

     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.  Rights as a  Stockholder.  The Holder  shall have the right to vote the
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shares  of Stock  subject  to the  Award  and to  receive  dividends  and  other
distributions  thereon unless and until, and only to the extent, such shares are
forfeited pursuant to Paragraph 4 hereof; provided,  however, that a dividend or
other  distribution  with  respect  to  shares  of  Stock  (including,   without
limitation,  a stock  dividend  or  stock  split),  other  than a  regular  cash
dividend,  shall be subject to the same  restrictions  as the shares of Stock to
which such dividend or other distribution was made.

     3. Custody and Delivery of Certificates  Representing  Shares.  The Company
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shall hold the shares of Stock  subject  to the Award in  book-entry  form until
such Award  shall have  vested,  in whole or in part,  pursuant  to  Paragraph 4
hereof,  and the Company  shall as soon  thereafter as  practicable,  subject to
Section 6.2,  provide for the  registration  in book-entry  form in the Holder's
name of the vested shares.

     4. Restriction Period and Vesting.
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(a) The Award shall vest in the following increments on each anniversary of the
Grant Date, or earlier pursuant to Section 4(b) hereof (the "Restriction
Period") or Section 5.8 of the Plan.

                           Vesting Date              Number of Shares Vesting
                           ------------              ------------------------
                           __________, 2005
                           __________, 2006
                           __________, 2007
                           __________, 2008
                           __________, 2009

     (b) If the  Holder's  employment  by the  Company  terminates  by reason of
Disability  or death,  the Award 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.


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     (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.

     5.  Termination  of  Award.  (a)  Notwithstanding  any  provision  of  this
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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 Award, 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 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 shares of Stock 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 shares of Stock subject to the Award, the Holder shall, upon the
Company's request, promptly return this

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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.
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     6.1. Nontransferability of Award. During the Restriction Period, the shares
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of Stock subject to the Award and not then vested 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,  during  the  Restriction
Period,  the shares of Stock subject to the Award and not then vested 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 shares,
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  his or her  obligation  to advance the
Required Tax Payments by any of the following  means:  (1) a cash payment to the
Company  pursuant to 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
registration  in  book-entry  form of a share  of  Stock  shall  be made  and 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 Common Stock other than a regular cash
dividend,  the number  and class of  securities

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<PAGE>

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
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that if the listing,  registration or qualification of the shares subject to 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,  the shares of Stock subject to the Award shall not vest or 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
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issue or transfer  taxes and all fees and  expenses  incident to such  delivery,
except as otherwise provided in Section 6.2.

     6.6 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.

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

     6.8  Agreement  Subject  to the Plan.  This  Agreement  is  subject  to the
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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.
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     7.1 Meaning of Certain  Terms.  (a) As used  herein,  the term "vest" shall
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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
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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.

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     7.3  Successors.  This  Agreement  shall be  binding  upon and inure to the
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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 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
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of which shall be deemed an original and both of which together shall constitute
one and the same instrument.


                                      THE SERVICEMASTER COMPANY
                                      By:
                                         ----------------------------------
                                         Name:      Sandra L. Groman
                                                    -----------------------
                                         Title:     Corporate Secretary
                                                    -----------------------
Accepted this ___ day of           , 2004.
                         ----------
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                      -Holder-




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