EXHIBIT 10.26
                            THE SERVICEMASTER COMPANY

                       STOCK APPRECIATION RIGHT AGREEMENT

                              ______________, 2004

                  The ServiceMaster Company (the "Company") hereby grants to the
Holder as of __________________, 2004 (the "Grant Date"), pursuant to the
provisions of the ServiceMaster 2003 Equity Incentive Plan, (the "Plan") a
free-standing stock appreciation right ("SAR") with respect to the number of
shares of its common stock, $0.01 par value ("Stock") specified in the Term
Sheet at the Base Price per SAR upon and subject to the terms and conditions set
forth below and in the Term Sheet. References to employment shall also mean an
agency or independent contractor relationship and references to employment by
the Company shall also mean employment by a Subsidiary. Capitalized terms not
defined herein shall have the meanings specified in the Term Sheet or the Plan.

     1. SAR Subject to Acceptance  of Agreement.  The SAR shall be null and void
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unless the Holder  shall  accept this  Agreement  by  executing  one copy of the
related Term Sheet and returning an original execution copy to the Company.

     2. Time and Manner of Exercise of SAR.
        -----------------------------------

     2.1. Maximum Term of SAR. In no event may the SAR be exercised, in whole or
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in part, after the Expiration Date.

     2.2.  Exercise of SAR. (a) Except as otherwise  provided by Section  2.2(b)
           ---------------
and by Section 5.8 of the Plan,  the SAR shall become  exercisable in accordance
with the Exercise Schedule set forth in the Term Sheet.

     (b) If the Holder's  employment  with the Company  terminates  by reason of
Disability or death,  the SAR shall be immediately  exercisable  with respect to
all of the  shares  of Stock  subject  to the SAR on the  effective  date of the
Holder's  termination  of  employment  or date of death  and may  thereafter  be
exercised  by the  Holder or the  Holder's  Legal  Representative  or  Permitted
Transferees,  as the case may be, until and  including  the earliest to occur of
(i) the  date  which is two  years  after  the  effective  date of the  Holder's
termination of employment or date of death and (ii) the Expiration Date.

     (c) If the Holder's  employment with the Company terminates after a minimum
of fifteen years of employment  (fifteen years need not be consecutive) with the
Company or a combined age and years of service totaling 65  ("Retirement"),  the
SAR shall continue in accordance with its terms and, to the extent the SAR shall
be or become exercisable with respect to the shares of Stock subject to the SAR,
may thereafter be exercised by the Holder or the Holder's  Legal  Representative
until the Expiration Date.

     (d) If the Holder's  employment with the Company  terminates for any reason
other than Disability, death or Retirement, the SAR shall be exercisable only to
the extent it is exercisable  on the effective date of the Holder's  termination
of  employment  and may  thereafter  be  exercised by the Holder or the Holder's
Legal  Representative  until and including the earliest


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to occur of (i) the date
which is six months  after the  effective  date of the Holder's  termination  of
employment  and  (ii)  the  Expiration  Date;  provided  that  if  the  Holder's
employment  is  terminated  for  Gross  Misconduct,   the  SAR  shall  terminate
automatically  on the effective date of the Holder's  termination of employment.
Gross  Misconduct  means the  commission  of any act of fraud,  embezzlement  or
dishonesty by the Holder,  any  unauthorized  use or disclosure by the Holder of
confidential  information or trade secrets of the Company or any Subsidiary,  or
any other intentional  misconduct by the Holder adversely affecting the business
or affairs of the Company or any Subsidiary in a material manner.  The foregoing
definition  shall  not be deemed to be  inclusive  of all the acts or  omissions
which the Company or any Subsidiary may consider as grounds for the dismissal or
discharge of the Holder or any other individual in the employment of the Company
or any Subsidiary.

     (e) If the Holder dies during the post-employment  exercise period pursuant
to Section 2.2(b)  following  termination of employment by reason of Disability,
the SAR shall be exercisable only to the extent it is exercisable on the date of
death, and may thereafter be exercised by the Holder's Legal  Representative  or
Permitted Transferees, as the case may be, until the earlier to occur of (i) two
years after the effective  date of the Holder's  termination  of employment  and
(ii) the Expiration Date.

     (f) If the Holder dies  following  termination  of  employment by reason of
Retirement and prior to the Expiration  Date, the SAR shall be exercisable  only
to the extent it is  exercisable  on the date of death,  and may  thereafter  be
exercised by the Holder's Legal Representative or Permitted Transferees,  as the
case may be,  until the  earliest  to occur of (i) two  years  after the date of
death and (ii) the Expiration Date.

     (g) If the Holder dies during  post-employment  exercise period  determined
pursuant to Section  2.2(d)  following  termination of employment for any reason
other  than  Disability,  Retirement  or  Gross  Misconduct,  the SAR  shall  be
exercisable  only to the extent it is exercisable on the date of death,  and may
thereafter  be  exercised  by the  Holder's  Legal  Representative  or Permitted
Transferees,  as the case may be,  until the earliest to occur of (i) six months
after the effective date of the Holder's  termination of employment and (ii) the
Expiration Date.

     2.3.  Method of  Exercise.  Subject  to the  limitations  set forth in this
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Agreement,  the SAR may be exercised by the Holder (1) by giving  written notice
to the Company  specifying the whole number of vested and exercisable  shares of
Stock with respect to which the SAR is being exercised and (2) by executing such
documents as the Company may reasonably request.

     2.4 Delivery of Certificates  Representing Stock. Upon exercise of the SAR,
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in whole or in part,  the  Company  shall (1) provide  for the  registration  in
book-entry  form in the  Holder's  name or (2)  deliver  to the  Holder  a stock
certificate representing a whole number of shares of Stock equal in value to the
excess of the Fair Market Value of one share of Stock as of the date of exercise
over the Base Price, multiplied by the number of shares of Stock as to which the
SAR is being  exercised.  The Company  shall pay all original  issue or transfer
taxes  and all  fees and  expenses  incident  to such  delivery,  except  as set
otherwise provided in Section 3.2.

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<PAGE>

     2.5. Termination of SAR and Forfeiture of SAR Gain. (a) Notwithstanding the
          ---------------------------------------------
Term Sheet or any provision of this Agreement,  if at any time prior to the date
that is one year after the date of  exercise  of all or any  portion of the SAR,
the Holder:

                  (1) directly or indirectly (whether as owner, stockholder,
         director, officer, employee, principal, agent, consultant, independent
         contractor, partner 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 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 SAR shall terminate automatically on the date the Holder engages in
such activity and 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 as to which the SAR was exercised
within the one-year period described above by the difference between (i) the
Fair Market Value of a share of Stock on the date of such exercise and (ii) the
Base Price per SAR (without reduction for any shares of Stock withheld by the
Company pursuant to Section 3.2).

                  (b) The Holder may be released from the Holder's obligations
under Section 2.5(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 2.5(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.

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<PAGE>

     3. Additional Terms and Conditions of SAR.
        --------------------------------------

     3.1.  Nontransferability  of SAR.  The SAR  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 Holder's lifetime
the SAR is exercisable only by the Holder or the Holder's Legal  Representative.
Except  to the  extent  permitted  by the  foregoing,  the SAR 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,  encumber or otherwise dispose of the SAR, the SAR and all
rights hereunder shall immediately become null and void.

     3.2.  Withholding Taxes. As a condition  precedent to the delivery of Stock
           -----------------
upon exercise of the SAR, the Company shall withhold whole shares of Stock which
would  otherwise be  delivered to the Holder upon  exercise of the SAR having an
aggregate  Fair  Market  Value,  determined  as of the  date the  obligation  to
withhold taxes first arises in connection  with the SAR, equal to all applicable
federal,  state, local or other laws and regulations  ("Required Tax Payments").
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.

     3.3.  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  subject to the SAR and the Base
Price per SAR shall be appropriately adjusted by the Committee, such adjustments
to be made without an increase in the aggregate Base Price.  The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.

     3.4.  Compliance  with  Applicable Law. The SAR is subject to the condition
           --------------------------------
that if the listing,  registration or qualification of the shares subject to the
SAR 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 purchase or delivery of
shares hereunder, the SAR may not be exercised, 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.

     3.5. SAR Confers No Rights as Shareholder. The SAR shall not be entitled to
          ------------------------------------
any  privileges of ownership  with respect to shares of Stock subject to the SAR
unless and until  purchased and delivered upon the exercise of the SAR, in whole
or in part,  and the Holder becomes a shareholder of record with respect to such
delivered  shares;  and the Holder shall not be considered a shareholder  of the
Company with respect to any such shares not so purchased and delivered.


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<PAGE>

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

     3.7.  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 SAR or its exercise.  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.

     3.8. Company to Reserve Shares. The Company shall at all times prior to the
          -------------------------
expiration or termination of the SAR reserve and keep  available,  either in its
treasury or out of its authorized but unissued shares of Stock,  the full number
of shares subject to the SAR from time to time.

     3.9.  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.

     4. Miscellaneous Provisions.
        ------------------------

     4.1.  Meaning of Certain Terms. (a) As used herein,  the term  "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.

                  (b) 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.

                  (c) As used herein, the term "Legal Representative" shall
include an executor, administrator, legal representative, guardian or similar
person and the term "Permitted Transferee" shall include any transferee (i)
pursuant to a transfer permitted under Section 5.6 of the Plan and Section 3.1
hereof or (ii) designated pursuant to beneficiary designation procedures
approved by the Company.

     4.2.  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.

     4.3.  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.

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<PAGE>

     4.4. 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, IL 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,  upon receipt by the party
entitled  thereto if by United States mail,  express  courier  service or return
receipt of electronic mail 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.

     4.5. Governing Law. This Agreement, the SAR and all determinations made and
          -------------
actions  taken  pursuant  hereto and thereto,  to the extent not 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
principles of conflicts of law.



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