EXHIBIT 10.36
January 1, 2004



Mr. C. William Pollard
1116 N. Stoddard Ave.
Wheaton, IL 60187

Dear Bill:

         At your request and in connection with other considerations, we are
writing to you on behalf of The ServiceMaster Company and its Board of Directors
to set forth a restatement and amendment of your agreement dated March 21, 2002.
This Agreement reflects the matters approved by the Compensation and Leadership
Development Committee of ServiceMaster's Board of Directors on December 18, 2003
and supersedes your agreement dated March 21, 2002 in its entirety.

         In consideration of the mutual promises and agreements contained in
this Agreement, ServiceMaster and you agree, as of January 1, 2004 (the
"Effective Date"), as follows:

     1. Position and Services.  (a) You shall be  designated  Chairman  Emeritus
        ---------------------
of  ServiceMaster,  subject  to  your  execution  of this
Agreement.

     (b) During the past 25 years, you have served as a senior officer, Chairman
of the Board and twice as Chief Executive Officer of ServiceMaster.  As you have
now retired  from these  senior  officer  positions,  you have agreed to provide
consulting services to ServiceMaster and its subsidiaries. Such services will be
related to  operations,  training and  education,  and shall be furnished as and
when the Board of Directors or the Chief Executive  Officer or his designate may
reasonably  request  and  subject  to your  reasonable  availability  giving due
consideration to your other responsibilities.

     (c) It is  understood  and expected  that in the normal course of rendering
such services, you will not receive information that would require you to assume
the obligations of an "insider".  However,  if you do receive such  information,
you agree to abide by the ServiceMaster policy regarding  "insiders",  a copy of
which is attached hereto.

     2.  Payments  and  Benefits.  In  consideration  of your past  services  to
         -----------------------
ServiceMaster  and your  agreement  to abide by the other
terms and conditions  herein including but not limited to paragraphs 10, 11, 13,
14 and 15 of this Agreement,  ServiceMaster  shall pay you in equal semi-monthly
installments  in  accordance  with  the  payroll   practices  of  ServiceMaster,
commencing on the  Effective  Date and ending on the earlier of (1) the last day
of the  calendar  month  during which your death occurs or (2) the date on which
you and ServiceMaster agree to terminate this Agreement, the semi-monthly amount
of $8,333.34 and shall  further  provide you and your wife Judy the benefits and
other payments for the times and periods herein described.


<PAGE>

     3.  Reimbursement  of Expenses.  ServiceMaster  shall reimburse you for all
         --------------------------
unreimbursed  expenses  properly incurred by you in the course of your provision
of consulting services under this Agreement.

     4.  Federal  and State  Deductions.  ServiceMaster  shall  deduct  from the
         ------------------------------
amounts payable by  ServiceMaster  pursuant to paragraphs 2, 9 and 16 the amount
of all required federal and state withholding deductions.

     5. Insurance Benefits.
        ------------------

     (a)  Group  Health,  Dental,  Life,  Accidental  Death  and  Dismemberment,
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Short-Term  Disability and Long-Term Disability  Insurance.  On and after May 1,
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2002 and until the date of your death,  ServiceMaster  shall  provide to you and
your dependents group health,  dental, life, accidental death and dismemberment,
short-term  disability and long-term  disability  insurance on the same terms as
such insurance is provided to active  executive  officers of  ServiceMaster  and
their dependents.  For purposes of the foregoing sentence,  your wife Judy shall
be deemed to be a dependent.  If your wife Judy survives  your death,  until the
date of her death  ServiceMaster  shall  provide  to her the same  insurance  as
described in the first sentence of this paragraph 5(a).

     (b) Compensation  Plans. On and after May 1, 2002, you shall be eligible to
         -------------------
participate in ServiceMaster's  Employee Share Purchase Plan, Profit Sharing and
Retirement  Plan and other  ServiceMaster  plans in accordance with the terms of
those plans.

     6.  Office  Space  and  Secretary.  On and  after May 1, 2002 and until the
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earlier of (1) June 1, 2013 and (2) the date of your death,  ServiceMaster shall
provide to you, for your exclusive use, office space of size and character,  and
furnished  in  a  manner,  comparable  to  the  office  space  provided  to  you
immediately  prior to May 1, 2002.  Such office space shall be located at a site
agreed  upon  by  you  and  the   Chairman  and  Chief   Executive   Officer  of
ServiceMaster.  ServiceMaster  shall also make  available to you, on a full-time
basis, at ServiceMaster's expense, the services of a secretary who is reasonably
acceptable to you.  ServiceMaster  shall pay, on a current basis,  all rents and
other reasonable costs and expenses relating to the operation of such office and
all salary,  benefits and other costs and expenses  relating to such secretarial
service.

     7. Other Benefits.
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     (a)  Automobile.  On or after May 1, 2002 and until the date of your death,
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ServiceMaster shall provide you with the use of an automobile in accordance with
ServiceMaster's Executive Company Vehicle Policy.  ServiceMaster shall reimburse
you for your expenses  relating to the operation and maintenance of such vehicle
in accordance with such Policy.

     (b) Club  Membership.  On and  after May 1, 2002 and until the date of your
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death,  ServiceMaster  shall pay, or  reimburse  you for, the annual dues of one
club


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<PAGE>

membership  designated  by you and  approved  by the  Chairman  and  Chief
Executive Officer of ServiceMaster.

     8.  Stock  Options.   As  of  April  24,  2001,  each  option  to  purchase
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ServiceMaster  common stock held by you shall (1) to the extent not  exercisable
on April 24, 2001,  become fully  exercisable at the exercise price set forth in
such option,  and (2) expire at 5:00 p.m., Central time, on June 1, 2013. In the
event of your  death  prior to June 1, 2013,  your  executor,  administrator  or
similar  person,  or  beneficiary   pursuant  to  any  beneficiary   designation
procedures approved by ServiceMaster, shall have the right to exercise each such
option prior to the expiration of such option. In accordance with the foregoing,
ServiceMaster and you agree that, as of April 24, 2001, your options to purchase
ServiceMaster common stock are as follows:

<TABLE>
<CAPTION>
                                No. of Options
      Grant Date            Outstanding at 3/1/02           Exercise Price             Expiration Date
      ----------            ---------------------           --------------             ---------------
       <S>                         <C>                          <C>                        <C>
       10/03/96                    168,750                      10.7778                    6/01/13
       02/13/97                    168,750                      11.2222                    6/01/13
       02/16/98                    112,500                      18.2583                    6/01/13
       01/29/99                    150,000                      18.0750                    6/01/13
       12/10/99                    300,000                      11.5000                    6/01/13
       12/10/99                    479,674                      11.5000                    6/01/13
       05/04/00                      3,605                      13.8700                    6/01/13
       03/16/01                    250,000                      10.5200                    6/01/13
</TABLE>

Your options to purchase ServiceMaster common stock shall be modified only to
the extent set forth in this paragraph 8.

     9. Change in  Control.  (a) In the event a Change in Control (as defined in
        ------------------
the 2001 Directors  Stock Plan) occurs while payments are being made pursuant to
paragraph  2, then  ServiceMaster  shall,  within 30 days  after the date of the
Change  in  Control,  at  ServiceMaster's  expense,  purchase  from a  reputable
insurance company satisfactory to you, a policy which guarantees, from and after
the date of the Change in Control,  the full and  continuing  payment of all the
compensatory and other benefits set forth in this Agreement.

     (b) If the cost of the income  protection policy described in sub-paragraph
(a) exceeds the lump sum  payment  described  in this  sub-paragraph  (b),  then
ServiceMaster  may  elect to pay to you,  within  30 days  after the date of the
Change in Control:  (i) a cash, lump sum amount that is the actuarial equivalent
of the  aggregate  amount  payable  pursuant  to  paragraph  2 had the Change in
Control not  occurred;  plus (ii) an additional  cash,  lump sum amount which is
equal to all  federal and state  income  taxes  which are  attributable  to such
clause (i) amount plus all federal and state income taxes which are attributable
to the payment made with respect to this clause (ii). For purposes of the clause
(i) payment,  actuarial  equivalency  shall be  determined  using the 1983 Group

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<PAGE>

Annuity Mortality Table and the annual rate of interest on 10-year U.S. Treasury
securities  for the month  preceding  the month in which the  Change in  Control
occurs.

     10.  Non-Competition  Covenant.  (a) Subject to  sub-paragraph  (e), on and
          -------------------------
after the Effective Date and so long as you are being paid pursuant to paragraph
2 or 9 (the "Non-Competition  Period"), you shall not in any manner, directly or
indirectly  (whether  as  owner,  stockholder,   director,   officer,  employee,
principal, agent, consultant,  independent contractor, partner or otherwise), in
any geographic area in which ServiceMaster or any subsidiary of ServiceMaster is
then conducting business, own, manage, operate, control, participate in, perform
services for, or otherwise carry on, a business  similar to or competitive  with
the business  conducted by  ServiceMaster  or any  subsidiary of  ServiceMaster;
provided, that this provision shall not prohibit you from having an ownership or
other interest,  including as an officer or other  employee,  in a ServiceMaster
franchise.

     (b)  Subject to  sub-paragraph  (e),  you  further  agree  that  during the
Non-Competition Period you shall not (i) in any manner,  directly or indirectly,
induce or attempt to induce any employee of  ServiceMaster  or any subsidiary of
ServiceMaster  to  terminate  or abandon his or her  employment  for any purpose
whatsoever,  or (ii) in connection  with any business to which  paragraph  10(a)
applies, call on, service,  solicit or otherwise do business with any current or
prospective customer of ServiceMaster or any subsidiary of ServiceMaster.

     (c)  Nothing  in this  paragraph  10 shall  prohibit  you from  being (i) a
stockholder  in a mutual  fund or a  diversified  investment  company  or (ii) a
passive owner of not more than one percent (1%) of the outstanding  stock of any
class of a corporation,  any securities of which are publicly traded, so long as
you have no  active  participation  in the  business  of such  corporation.  For
purposes of this  sub-paragraph (c), FairWyn Investment Company LLC, an Illinois
limited  liability  company,  shall be  deemed  to be a  diversified  investment
company.

     (d) If,  at any time of  enforcement  of this  paragraph  10, a court or an
arbitrator  holds that the  restrictions  stated herein are  unreasonable  under
circumstances  then existing,  the parties hereto agree that the maximum period,
scope  or  geographical  area  reasonable  under  such  circumstances  shall  be
substituted  for the  stated  period,  scope  or area  and  that  the  court  or
arbitrator shall be allowed to revise the restrictions contained herein to cover
the maximum period, scope and area permitted by law.

     (e)   Anything   in  the   foregoing   sub-paragraphs   (a)   through   (d)
notwithstanding,  if a Change in Control (as defined in the 2001 Directors Stock
Plan)  occurs,  the  Non-Competition  Period  shall  terminate  and  all  of the
provisions  of the  foregoing  sub-paragraphs  (a)  through  (d) shall lapse and
become of no further force or effect.

     11.  Confidentiality.  You shall not, at any time, make use of or disclose,
          ---------------
directly or  indirectly,  any (i) trade secret or other  confidential  or secret
information of  ServiceMaster  or any subsidiary of  ServiceMaster or (ii) other
technical,  business,

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<PAGE>

proprietary or financial  information of ServiceMaster or
any subsidiary of ServiceMaster  not available to the public generally or to the
competitors of ServiceMaster  or any subsidiary of ServiceMaster  ("Confidential
Information"),  except to the  extent  that such  Confidential  Information  (a)
becomes a matter of public  record or is published  in a newspaper,  magazine or
other periodical  available to the general public, other than as a result of any
act or omission of you or (b) is required to be disclosed by any law, regulation
or order of any court or regulatory commission, department or agency.

     12. Covered Service.  In accordance with Article Eleven of  ServiceMaster's
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Certificate of Incorporation  (the "Charter"),  the services  provided and to be
provided by you under this Agreement,  shall be deemed to be a "Covered Service"
within the meaning of  subsection  11.1.1 of the Charter  and, to the extent any
services  are not  covered  by any of  subsection  11.1.1(a),  (b) or (c) of the
Charter, this paragraph and the signature of the Chief Executive Officer on this
Agreement  shall  constitute  a  designation  in writing as  required by Article
Eleven of the Charter.

     13.  Defense of  Claims.  You shall  cooperate  with  ServiceMaster  in the
          ------------------
defense of any claims that may be made against ServiceMaster, to the extent that
such claims may relate to services  performed  by you for  ServiceMaster  or its
subsidiaries.  ServiceMaster  shall reimburse you for all reasonable expenses in
connection therewith, including travel expenses.

     14.  Remedies.  You  acknowledge  that  ServiceMaster  would be irreparably
          --------
injured by a violation of paragraph  10 or paragraph 11 of this  Agreement,  and
you agree that ServiceMaster shall be entitled to an injunction  restraining you
from any actual or  threatened  breach of  paragraph  10 or paragraph 11 of this
Agreement or to any other appropriate equitable remedy without any bond or other
security being  required.  If you shall be the  prevailing  party in case of any
dispute or  disagreement  arising out of or connected with any provision of this
Agreement,  you shall be entitled to recover your reasonable  attorneys' and all
reasonable  expenses incurred in connection with any related proceeding (whether
in court or occurring pursuant to arbitration)  including,  without  limitation,
any and all charges which may be made for the cost of  arbitration  and the fees
of any  arbitrators,  together with interest at the statutory rate from the date
on which such obligation shall have arisen.

     15.  No Other  Compensation.  You  agree  that all  compensation  and other
          ----------------------
benefits payable by  ServiceMaster  under this Agreement shall be in lieu of any
and all  compensation  otherwise  payable  to you for  service  on and after the
Effective  Date  as  Chairman  Emeritus  or  other  employee  of  ServiceMaster.
Notwithstanding  the  foregoing,  this paragraph 15 shall not affect any amounts
payable to you or your  estate on or after the  Effective  Date  pursuant to the
exercise of any option or under the terms of ServiceMaster's 401(k) and Deferred
Compensation  Plans,  Long-Term  Performance  Award  Plan  or any  similar  plan
providing for the payment of deferred compensation.

     16. Continuation Payments. Pursuant to a previous agreement and in addition
         ---------------------
to all other payments hereunder, ServiceMaster shall pay you $1,200.00 per month

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<PAGE>

commencing in May 2002, for a period of 180 consecutive  months. In the event of
your death, payments will continue to your designated beneficiary,  Judy Pollard
or her estate, until the expiration of the 180 month period.

     17.  Disability.  In the event  that you are  disabled  or suffer  from any
          ----------
mental or physical condition which impairs or prevents you from providing all or
some of the services  contemplated  hereunder,  ServiceMaster  shall nonetheless
continue to pay you all of the  amounts  and to provide you all of the  benefits
which are set forth in this Agreement.

     18. Arbitration.  Except as provided in paragraph 14 of this Agreement, any
         -----------
dispute or controversy between  ServiceMaster and you, whether arising out of or
relating to this Agreement, the breach of this Agreement, or otherwise, shall be
settled by  arbitration  in  Chicago,  Illinois,  administered  by the  American
Arbitration Association, with any such dispute or controversy arising under this
Agreement being so administered in accordance with its Commercial  Rules then in
effect,  and judgment on the award  rendered by the arbitrator may be entered in
any court having jurisdiction  thereof.  The arbitrator shall have the authority
to award any remedy or relief that a court of competent jurisdiction could order
or grant, including, without limitation, the issuance of an injunction. However,
either party may, without inconsistency with this arbitration  provision,  apply
to any court  having  jurisdiction  over such  dispute or  controversy  and seek
interim provisional,  injunctive or other equitable relief until the arbitration
award is rendered or the controversy is otherwise resolved.  Except as necessary
in court proceedings to enforce this arbitration  provision or an award rendered
hereunder,  or to obtain interim  relief,  neither a party nor an arbitrator may
disclose the existence,  content or results of any arbitration hereunder without
the prior  written  consent  of  ServiceMaster  and you.  ServiceMaster  and you
acknowledge  that this Agreement  evidences a transaction  involving  interstate
commerce.   Notwithstanding  any  choice  of  law  provision  included  in  this
Agreement,   the  United  States  Federal   Arbitration  Act  shall  govern  the
interpretation and enforcement of this arbitration provision.

     19.  Successors;  Binding  Agreement.  This  Agreement  shall  inure to the
          -------------------------------
benefit of and be  enforceable by  ServiceMaster  and its successors and assigns
and  by  you  and  by  your  personal  or  legal   representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees and legatees. This
Agreement   shall  not  be  terminated  by  any  merger  or   consolidation   of
ServiceMaster  whereby  ServiceMaster  is or is not the  surviving  or resulting
corporation  or as a result of any transfer of all or  substantially  all of the
assets of  ServiceMaster.  In the  event of any such  merger,  consolidation  or
transfer of assets,  the provisions of this Agreement  shall be binding upon the
surviving or resulting  corporation or the person or entity to which such assets
are transferred.

     20.  Notices.  All notices and other  communications  required or permitted
          -------
under this  Agreement  shall be in writing and shall be deemed to have been duly
given when  delivered  or five days after  deposit  in the United  States  mail,
postage  prepaid,  addressed  (1) if to  you,  to C.  William  Pollard,  1116 N.
Stoddard Ave., Wheaton, IL 60187, and if to ServiceMaster,  to The ServiceMaster
Company, 3250 Lacey Road, Suite 600, Downers

                                       6
<PAGE>

Grove, IL 60515,  attention General
Counsel,  or (2) to such other address as either party may have furnished to the
other in  writing  in  accordance  herewith,  except  that  notices of change of
address shall be effective only upon receipt.

     21.  Governing  Law;  Validity.   The   interpretation,   construction  and
          -------------------------
performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois without regard to the
principle  of conflicts  of laws.  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any of the other  provisions of this  Agreement,  which other  provisions  shall
remain in full force and effect.

     22. Counterparts.  This Agreement may be executed in counterparts,  each of
         ------------
which  shall  be  deemed  to be an  original  and all of  which  together  shall
constitute one and the same instrument.

     23.  Modification or Waiver. No provision of this Agreement may be modified
          ----------------------
or waived unless such  modification or waiver is agreed to in writing and signed
by you and by the  Chairman and Chief  Executive  Officer,  President  and Chief
Operating Officer or any Executive Vice President of ServiceMaster. No waiver by
either  party  hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  Failure by you or
ServiceMaster  to insist  upon  strict  compliance  with any  provision  of this
Agreement or to assert any right which you or  ServiceMaster  may have hereunder
shall  not be  deemed  to be a waiver  of such  provision  or right or any other
provision or right of this Agreement.

     24. Entire Agreement.  Except as otherwise specified herein, this Agreement
         ----------------
and your stock  option  agreements  referred to in  paragraph 8  constitute  the
entire  agreement  and  understanding  between the parties  with  respect to the
subject  matter  hereof and  supersede  and  preempt  any prior  understandings,
agreements or representations by or between the parties,  written or oral, which
may have related in any manner to the subject matter hereof.

     25.  Nonalienation.  Benefits  payable  under this  Agreement  shall not be
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subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance, charge, garnishment,  execution or levy of any kind, either
voluntary or  involuntary,  prior to actually being received by you, your estate
or a beneficiary, as applicable, and any such attempt to dispose of any right to
benefits payable hereunder shall be void.

     26. Termination.  This Agreement may not be terminated except pursuant to a
         -----------
writing signed by ServiceMaster and you.


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<PAGE>

         If you are in agreement with this letter, please sign each of the two
copies and return one copy to my attention.

Very truly yours,

THE SERVICEMASTER COMPANY


By:  /s/ David K. Wessner
     --------------------
     David K. Wessner
     Chairman of the Compensation and Leadership
     Development Committee of the Board of Directors


By: /s/ Jonathan P. Ward
    --------------------
    Jonathan P. Ward
    Chairman and Chief Executive Officer


CONFIRMED AND AGREED TO:


By: /s/ C. William Pollard
    ----------------------
    C. William Pollard