EXHIBIT 99.3



            COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE CHARTER

                            The ServiceMaster Company
 (as adopted by the Board of Directors July 19, 2002, revised January 30, 2004)

The Board of Directors of the Company has considered and approved this Charter
in order to set forth the purpose, membership requirements, duties and
responsibilities of the Compensation and Leadership Development Committee.

Purpose and Responsibilities

The purpose and responsibilities of the Committee are to (1) have direct
responsibility to review and approve corporate goals and objectives relevant to
CEO compensation, evaluate the CEO's performance in light of the CEO's
competencies, corporate goals and objectives and potential, and determine and
approve the CEO's compensation level based on such evaluation and (2) prepare an
annual report on executive compensation for inclusion in the Company's proxy
statement.

Number of Members and Independence Requirements

The members of the Committee are nominated and appointed as provided in the
Bylaws and Charter of the Governance and Nominating Committee. The Committee
shall have at least three directors. After considering the recommendation of the
Governance and Nominating Committee, the Board will designate one person to
serve as Chairman of the Committee.

In accordance with the New York Stock Exchange listing standards, no Committee
member may:

     (1)  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;

     (2)  be an employee, or have an immediate family member who is an executive
          officer, of the Company;


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     (3)  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);

     (4)  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;

     (5)  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

     (6)  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.

No Committee member 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 (2)-(6) above.

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

Membership Criteria under Internal Revenue Service & Securities Law Regulations

Each member of the Committee should be an "outside director" within the meaning
of Internal Revenue Service regulations and a "non-employee director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934.

Meetings

The Committee will meet at least four times annually, or more frequently as
circumstances may warrant. Generally, and as appropriate, the Committee will
meet with, and receive reports from management. The Committee may hold executive
sessions without management to discuss any matters that the Committee believes
should be discussed privately.


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Duties

The Committee has the following duties:

     1.   establish   the   overall   compensation   structure   and   executive
          compensation philosophy and principles of the Company;

     2.   review and  approve the  corporate  goals and  objectives  of the CEO,
          including base salary,  annual bonus, stock options,  restricted stock
          and other compensation arrangements;

     3.   evaluate annually the performance in light of the CEO's  competencies,
          corporate goals and objectives and potential and determine and approve
          the CEO's compensation level based on such evaluation;  in determining
          the long-term incentive  component of CEO compensation,  the Committee
          may consider (i) the Company's  performance  and relative  shareholder
          return,  (ii)  the  value  of  similar  incentive  awards  to  CEOs at
          comparable  companies  and (iii) the awards given to the Company's CEO
          in past years;

     4.   review  and  approve  the  compensation  of  the  Company's  executive
          officers;

     5.   make  recommendations  to  the  Board  with  respect  to  non-CEO  and
          non-executive officer compensation plans, incentive compensation plans
          and equity-based compensation plans;

     6.   recommend  to the Board  compensation  policies  and  programs for the
          compensation  of  members  of the Board who are not  employees  of the
          Company;

     7.   conduct such other reviews of leadership development strategy,  people
          development  strategy and succession  plans as the Committee from time
          to time determines;

     8.   conduct reviews of high potential individuals, succession planning and
          the diversity of the Company's management team;

     9.   approve change in control agreements for officers;

     10.  recommend to the Board the appointment of Corporate Officers;

     11.  adopt rules and  guidelines  and  otherwise  administer  the Company's
          health and welfare plans and compensation  plans,  including,  without
          limitation,  its annual  incentive bonus plan,  long-term  performance
          award plan, stock option plans,  employee stock purchase plans, 401(k)
          plan and deferred compensation plans;

     12.  approve members of the Equity Plans Administrative  Committee or other
          similar  committee  designated  for  the  purpose  of  overseeing  the
          administration of certain equity plans;

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     13.  approve members of the Benefits  Committee or other similar  committee
          designated for the purpose of overseeing the  administration of health
          and welfare plans;

     14.  engage  independent  counsel  and  other  advisers,  as it  determines
          necessary or appropriate to carry out its duties;

     15.  the  Committee  has  sole   authority  to  retain  and  terminate  any
          compensation consultant hired to assist in the evaluation of director,
          CEO or senior  executive  compensation,  including  sole  authority to
          approve the firm's fees and other retention terms;

     16.  evaluate the Committee's performance at least annually;

     17.  make regular reports to the Board regarding its activities;

     18.  determine through its Chairman the agenda of its meetings;

     19.  periodically  review the  adequacy  of this  Charter  and submit  this
          Charter to the Board for its approval; and

     20.  perform  any  other  activities  consistent  with  this  Charter,  the
          Company's  Bylaws and applicable  laws as the Committee or Board deems
          necessary or appropriate.

The Committee shall have the authority to delegate any of its responsibilities
to subcommittees as the Committee deems appropriate.






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