Exhibit 10.20



                            THE SERVICEMASTER COMPANY
                            2001 DIRECTORS STOCK PLAN

                  (As Approved by Stockholders -April 27, 2001;
                Amended and Restated Effective January 24, 2003)

                                I. INTRODUCTION

1.1. Purposes. The purposes of this 2001 Directors Stock Plan (this "Plan") of
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The ServiceMaster Company, as amended and restated effective January 24, 2003,
are (1) to align the interests of ServiceMaster's stockholders and Non-Employee
Directors by increasing the proprietary interest of Non-Employee Directors in
ServiceMaster's growth and success, (2) to advance the interests of
ServiceMaster by attracting and retaining individuals to serve as directors of
ServiceMaster, and (3) to motivate Non-Employee Directors to act in the
long-term best interests of ServiceMaster and its stockholders.

1.2. Definitions.
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      "Agreement" means the written agreement evidencing an award under this
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Plan.

      "Board" means the Board of Directors of ServiceMaster.
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      "Bonus Stock" means shares of Common Stock which are not subject to a
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Restriction Period or Performance Measures.


      "Bonus Stock Award" means an award of Bonus Stock under this Plan.
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      "Change in Control" has the meaning set forth in Section 4.6(b).
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      "Common Stock" means the common stock of ServiceMaster.
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      "Corporate Transaction" has the meaning set forth in Section 4.6(b)(3).
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      "Elective Option" means an Option granted under Section 2.2.
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      "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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      "Fair Market Value" means the average of the closing transaction
       -----------------
prices, as reported in the New York Stock Exchange Composite Transactions,
of a share of Common Stock for the five-day period ended on or immediately prior
to the date as of which such value is being determined; provided, however, that
Fair Market Value may be determined by ServiceMaster by whatever means or method
as ServiceMaster, in the good faith exercise of its discretion, shall at such
time deem appropriate.

      "Incumbent Board" has the meaning set forth in Section 4.6(b)(2).
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<PAGE>

      "Mature Shares" means previously-acquired shares of Common Stock for
       -------------
which the holder thereof has good title, free and clear of all liens and
encumbrances and which such holder either (1) has held for at least six months
or (2) has purchased on the open market.

      "Non-Employee Director" means any director of ServiceMaster
       ---------------------
who is not an officer or employee of ServiceMaster or any subsidiary of
ServiceMaster.

      "Option" means an option to purchase shares of Common Stock granted
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under Section 2.1 or 2.2.

      "Outstanding Common Stock" has the meaning set forth in Section 4.6(b)(1).
       ------------------------

      "Outstanding Voting Securities" has the meaning set forth in Section
       -----------------------------
4.6(b)(1).

      "Performance Measures" means the criteria and objectives, established by
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the Board, which shall be satisfied (1) as a condition to the exercisability of
all or a portion of an Option, (2) as a condition to the grant of a Stock Award
or (3) during the applicable Restriction Period as a condition to the
Non-Employee Director's receipt of the shares of Common Stock subject to a
restricted Stock Award. Such criteria and objectives may include, but are not
limited to, the attainment by a share of Common Stock of a specified Fair Market
Value for a specified period of time, earnings per share, return to stockholders
(including dividends), return on equity, earnings of ServiceMaster, revenues,
market share, cash flow or cost reduction goals, or any combination of the
foregoing and any other criteria and objectives established by the Board.
The Board may amend or adjust the Performance Measures or other terms and
conditions of an outstanding award in recognition of unusual or nonrecurring
events affecting ServiceMaster or its financial statements or changes in law or
accounting principles.

      "Person" has the meaning set forth in Section 4.6(b)(1).
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      "Pooling Transaction" has the meaning set forth in Section 4.6(c).
       -------------------

      "Restricted Stock" means shares of Common Stock which are subject to a
       ----------------
Restriction Period.

      "Restricted Stock Award" means an award of Restricted Stock under this
       ----------------------
Plan.

      "Retainer/Fees" means the annual retainer fee and meeting attendance fees
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payable to Non-Employee Directors for service as a member of the Board or a
committee of the Board.

      "Restriction Period" means the period set forth in an Agreement during
       ------------------
which the Common Stock subject to a Restricted Stock Award may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of, except
as provided in this Plan or the related Restricted Stock Award Agreement.

      "Stock Award" means a Restricted Stock Award or Bonus Stock Award.
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1.3. Administration. This Plan shall be administered by the Board or a committee
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designated by the Board. Any one or a combination of the following awards may be
made under this Plan to Non-Employee Directors: (1) Options, (2) Restricted
Stock Awards and (3) Bonus Stock Awards. The Board shall, subject to the terms
of this Plan, select Non-Employee Directors for participation in this Plan and
determine the form and timing of each award, the number of shares of Common
Stock subject to each award, the purchase price associated with each Option, and
all other terms and conditions of each award, including, without limitation, the
form of the Agreement evidencing each award. The Board may, in its sole
discretion and for any reason at any time, take action such that (i) any or all
outstanding Options shall become exercisable in part or in full and (ii) all or
a portion of the Restriction Period applicable to any outstanding Restricted
Stock Award shall lapse. The Board shall, subject to the terms of this Plan,
interpret this Plan and the application thereof, establish rules and regulations
it deems necessary or desirable for the administration of this Plan. All such
interpretations, rules and regulations shall be final, binding and conclusive.

1.4. Eligibility. All Non-Employee Directors shall be eligible to participate in
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this Plan.

1.5. Shares Available. Subject to adjustment as provided in Section 4.5, (1)
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300,000 shares of Common Stock shall be available under this Plan during each
calendar year for the grant of Options under Section 2.1 and Stock Awards and
(2) 400,000 shares of Common Stock shall be available under this Plan during
each calendar year for the grant of Elective Options under Section 2.2. Shares
of Common Stock shall be made available from authorized and unissued shares of
Common Stock, or authorized and issued shares of Common Stock reacquired and
held as treasury shares or otherwise or a combination thereof.

                               II. STOCK OPTIONS

2.1. General. The Board may, in its discretion, grant Options to such
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Non-Employee Directors as may be selected by the Board. Options shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of this Plan, as the Board shall
deem advisable:

     (a) Number of Shares.  The number of shares of Common  Stock  subject to an
         ----------------
Option shall be determined by the Board.

     (b) Purchase  Price and  Exercise.  The purchase  price per share of Common
         -----------------------------
Stock shall not be less than 100% of the Fair Market  Value of a share of Common
Stock on the date of grant of the Option.  The Board shall  determine the period
during which an Option, or any portion of an Option, may be exercised. The Board
may, in its discretion,  establish Performance Measures which shall be satisfied
as a condition  to the grant of an Option or to the  exercisability  of all or a
portion of an Option.

     (c) Termination   of  Service.   All  terms  relating  to  the  exercise,
         -------------------------
cancellation or other  disposition of an Option upon a termination of service as
a director of ServiceMaster,  whether by reason of disability, retirement, death
or any other reason, shall be determined by the Board.


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<PAGE>


2.2. Elective Options. In addition to Options that may be granted pursuant to
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Section 2.1, each Non-Employee Director may from time to time elect, in
accordance with procedures specified by ServiceMaster, to receive Elective
Options in lieu of all or part of such Non-Employee Director's Retainer/Fees.
Elective Options shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Board shall deem advisable:

     (a) Number of Shares.  The number of shares of Common  Stock  subject to an
         ----------------
Elective Option shall equal the number  determined by dividing (1) the amount of
Retainer/Fees  for any period specified by  ServiceMaster  that the Non-Employee
Director has elected to forego by (2) 15% of the Fair Market Value of a share of
Common Stock on the date of grant.

     (b) Purchase  Price and  Exercise.  The purchase  price per share of Common
         -----------------------------
Stock subject to an Elective  Option shall equal to 85% of the Fair Market Value
of a share of Common Stock on the date of grant.  Each Elective  Option shall be
fully  exercisable  on and after the date of grant  and shall  expire  ten years
after the date of grant  without  regard to whether  the  Non-Employee  Director
receiving  such  Elective  Option shall remain a member of the Board during that
ten-year period.

2.3. Method of Exercise. An exercisable Option, or portion thereof, may be
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exercised only with respect to whole shares of Common Stock. An Option may be
exercised by giving written notice to ServiceMaster specifying the number of
whole shares of Common Stock to be purchased and accompanied by payment therefor
in full (or arrangement made for such payment to ServiceMaster's satisfaction)
either (1) in cash, (2) by delivery (either actual delivery or by attestation
procedures established by ServiceMaster) of Mature Shares having an aggregate
Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise or (3) in cash by a
broker-dealer acceptable to ServiceMaster to whom the Non-Employee Director has
submitted an irrevocable notice of exercise of the Option. Any fraction of a
share of Common Stock which would be required to pay the purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the
Non-Employee Director. No certificate representing Common Stock shall be
delivered until the full purchase price has been paid (or arrangement made for
such payment to ServiceMaster's satisfaction).

2.4. Death. If a Non-Employee Director dies prior to the expiration of the term
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of an Option, the Option may thereafter be exercised by the Non-Employee
Director's executor, administrator, legal representative, beneficiary or similar
person until and including the expiration date of the term of the Option.

                               III. STOCK AWARDS

3.1. Stock Awards. The Board may, in its discretion, grant Stock Awards to
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Non-Employee Directors as may be selected by the Board. The Agreement relating
to a Stock Award shall specify whether the Stock Award is a Restricted Stock
Award or Bonus Stock Award.


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<PAGE>

3.2. Terms of Stock Awards. Stock Awards shall be subject to the following terms
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and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Board shall deem advisable.

     (a) Number of Shares and Other Terms.  The number of shares of Common Stock
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subject to a  Restricted  Stock Award or Bonus  Stock Award and the  Performance
Measures (if any) and Restriction  Period applicable to a Restricted Stock Award
shall be determined by the Board.

     (b) Vesting and Forfeiture.  The Agreement  relating to a Restricted  Stock
         ----------------------
Award shall provide,  in the manner  determined by the Board, in its discretion,
and  subject to the  provisions  of this Plan,  for the vesting of the shares of
Common  Stock  subject to such award (1) if specified  Performance  Measures are
satisfied during the Restriction Period or (2) if the Non-Employee  Director who
is granted  such award  continues  to serve as a member of the Board  during the
Restriction  Period and for the  forfeiture of all or a portion of the shares of
Common Stock subject to such award (x) if specified Performance Measures are not
satisfied during the Restriction Period or (y) if the Non-Employee  Director who
is granted such award does not continue to serve as a member of the Board during
the Restriction Period.

      Bonus Stock Awards shall not be subject to any Performance Measures or
Restriction Periods.

     (c) Share  Certificates.  During the Restriction  Period,  a certificate(s)
         -------------------
representing a Restricted  Stock Award may be registered in the holder's name or
a  nominee  name  at the  discretion  of  ServiceMaster  and may  bear a  legend
indicating that the ownership of the shares of Common Stock  represented by such
certificate  is subject to the  restrictions,  terms and conditions of this Plan
and the  Agreement  relating to the  Restricted  Stock Award.  As  determined by
ServiceMaster,  all  certificates  registered  in the  holder's  name  shall  be
deposited with ServiceMaster, together with stock powers or other instruments of
assignment  (including  a power of  attorney),  each  endorsed  in blank  with a
guarantee of signature if deemed  necessary  or  appropriate  by  ServiceMaster,
which would permit transfer to  ServiceMaster  of all or a portion of the shares
of Common Stock subject to the Restricted Stock Award in the event such award is
forfeited in whole or in part.  Upon  termination of any applicable  Restriction
Period (and the satisfaction of applicable  Performance  Measures),  or upon the
grant of a Bonus Stock Award, a certificate or certificates evidencing ownership
of the  requisite  number of shares of Common  Stock shall be  delivered  to the
Non-Employee Director.

     (d) Rights with Respect to Restricted  Stock Awards.  Unless  otherwise set
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forth in, and subject to the terms and conditions of, a Restricted  Stock Award,
the  holder  of  such  award  shall  have  all  rights  as  a   stockholder   of
ServiceMaster,  including,  but not  limited  to,  voting  rights,  the right to
receive  dividends  and the  right  to  participate  in any  capital  adjustment
applicable  to  all  holders  of  Common  Stock;   provided,   however,  that  a
distribution  with respect to shares of Common Stock,  other than a regular cash
dividend, shall be deposited with ServiceMaster and shall be subject to the same
restrictions  as  the  shares  of  Common  Stock  with  respect  to  which  such
distribution was made.


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<PAGE>

3.3 Termination of Service. All of the terms relating to the satisfaction of
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Performance Measures and the termination of the Restriction Period relating to a
Restricted Stock Award, or any forfeiture and cancellation of such award upon a
termination of service as a director of ServiceMaster, whether by reason of
disability, retirement, death or any other reason, shall be determined by the
Board.

                                  IV. GENERAL

4.1. Effective Date and Term of Plan. The Plan, as amended and restated, shall
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be effective January 24, 2003, and shall constitute an amendment and restatement
of the 2001 Directors Stock Plan, as approved by stockholders on April 27, 2001.
This Plan shall terminate on April 27, 2011, unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of any
award granted prior to termination.

4.2. Amendments. The Board may amend this Plan as it shall deem advisable,
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subject to any requirement of stockholder approval required by applicable law,
rule or regulation. No amendment may impair the rights of a holder of an
outstanding award without the consent of such holder.

4.3. Agreement. No award shall be valid until an Agreement is executed by
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ServiceMaster and the Non-Employee Director who received such award and, upon
execution by each party and delivery of the Agreement to ServiceMaster, such
award shall be effective as of the effective date set forth in the Agreement.

4.4. Non-Transferability of Awards. Unless otherwise specified in the Agreement
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relating to an award, no award (other than a Bonus Stock Award) shall be
transferable other than by will, the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by ServiceMaster. Except
to the extent permitted by the foregoing sentence or the Agreement relating to
an award, each award may be exercised or settled during the Non-Employee
Director's lifetime only by the Non-Employee Director or the Non-Employee
Director's legal representative or similar person. Except to the extent
permitted by the second preceding sentence or the Agreement relating to an
award, no award may be sold, transferred, assigned, pledged, 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, encumber or otherwise dispose of any such award, such
award and all rights thereunder shall immediately become null and void.

4.5. Adjustment. In the event of any stock split, stock dividend,
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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 available under this Plan, the
number and class of securities subject to each outstanding Option and the
purchase price per security, and the number and class of securities subject to
each outstanding Restricted Stock Award, shall be appropriately adjusted by the
Board, such adjustments to be made in the case of outstanding Options without an
increase in the aggregate purchase price. The decision of the Board regarding
any such adjustment shall be final, binding and conclusive. If any such


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<PAGE>

adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an award
under this Plan, ServiceMaster shall pay the holder of such award, in connection
with the vesting of a Restricted Stock Award or exercise of an Option in whole
or in part occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest hundredth)
by (ii) the excess, if any, of (A) the Fair Market Value on the vesting or
exercise date over (B) the exercise price, if any, of such award.

4.6. Change in Control.
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     (a) (1)  Notwithstanding any provision in this Plan or any Agreement to the
contrary,  in the event of a Change in Control pursuant to Section (b)(3) or (4)
below in connection with which holders of Common Stock may receive consideration
consisting solely of shares of stock that are registered under Section 12 of the
Exchange  Act  (and  disregarding  the  payment  of cash  in lieu of  fractional
shares),  (i) all outstanding  Options shall immediately  become  exercisable in
full, (ii) the Restriction Period applicable to any outstanding Restricted Stock
Award shall lapse, (iii) the Performance  Measures  applicable to any Restricted
Stock Award shall be deemed to be satisfied at the maximum  level and (iv) there
shall be substituted  for each share of Common Stock  available under this Plan,
whether or not then  subject to an  outstanding  award,  the number and class of
shares into which each  outstanding  share of Common  Stock  shall be  converted
pursuant to such Change in Control.  In the event of any such substitution,  the
purchase  price  per  share in the  case of an  Option  shall  be  appropriately
adjusted  by  the  Board  (whose  determination  shall  be  final,  binding  and
conclusive),  such  adjustments  to be made without an increase in the aggregate
purchase price.

     (2)  Notwithstanding  any  provision  in this Plan or any  Agreement to the
contrary,  in the event of a Change in Control pursuant to Section (b)(1) or (2)
below, or in the event of a Change in Control  pursuant to Section (b)(3) or (4)
below as to which (a)(1) above does not apply,  each outstanding  award shall be
surrendered to  ServiceMaster  by the holder thereof,  and each such award shall
immediately be canceled by ServiceMaster,  and the holder shall receive,  within
ten  days  of the  occurrence  of a  Change  in  Control,  a cash  payment  from
ServiceMaster in an amount equal to (i) in the case of an Option,  the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of the greater of (A) the highest per share price  offered to  stockholders
of ServiceMaster in any transaction whereby the Change in Control takes place or
(B) the Fair Market Value of a share of Common  Stock on the date of  occurrence
of the Change in  Control,  over the  purchase  price per share of Common  Stock
subject to the Option,  (ii) in the case of a Restricted Stock Award, the number
of shares of Common Stock then subject to such award,  multiplied by the greater
of (A) the highest per share price offered to stockholders of  ServiceMaster  in
any transaction whereby the Change in Control takes place or (B) the Fair Market
Value of a share of  Common  Stock on the date of  occurrence  of the  Change in
Control.  ServiceMaster  may, but is not required to,  cooperate with any person
who is subject to Section 16 of the Exchange Act to assure that any cash payment
in  accordance  with the  foregoing  to such person is made in  compliance  with
Section 16 and the rules and regulations thereunder.

     (b) "Change in Control" means:
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<PAGE>

     (1) the  acquisition  by any  individual,  entity  or group  (a  "Person"),
                                                                       ------
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange  Act,  of  beneficial  ownership  within  the  meaning  of  Rule  13d-3
promulgated  under  the  Exchange  Act,  of 25% or more of  either  (i) the then
outstanding shares of Common Stock (the "Outstanding  Common Stock") or (ii) the
                                         -------------------------
combined  voting  power  of the then  outstanding  securities  of  ServiceMaster
entitled to vote generally in the election of directors (the "Outstanding Voting
                                                              ------------------
Securities");  excluding,  however, the following:  (A) any acquisition directly
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from ServiceMaster  (excluding any acquisition resulting from the exercise of an
exercise,  conversion  or  exchange  privilege  unless  the  security  being  so
exercised, converted or exchanged was acquired directly from ServiceMaster), (B)
any acquisition by  ServiceMaster,  (C) any  acquisition by an employee  benefit
plan (or related trust)  sponsored or maintained by  ServiceMaster or any entity
controlled by  ServiceMaster  or (D) any acquisition by any entity pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of
this Section 4.6(b);  provided further,  that for purposes of clause (B), if any
Person (other than ServiceMaster or any employee benefit plan (or related trust)
sponsored  or  maintained  by   ServiceMaster   or  any  entity   controlled  by
ServiceMaster)  shall  become  the  beneficial  owner  of  25%  or  more  of the
Outstanding  Common Stock or 25% or more of the Outstanding Voting Securities by
reason of an acquisition  by  ServiceMaster,  and such Person shall,  after such
acquisition  by  ServiceMaster,  become the  beneficial  owner of any additional
shares of the  Outstanding  Common Stock or any  additional  Outstanding  Voting
Securities,  in either case other than pursuant to a stock split, stock dividend
or similar  transaction,  and such beneficial  ownership is publicly  announced,
such additional beneficial ownership shall constitute a Change in Control;

     (2)  individuals  who,  as of April 28,  2001  constitute  the  Board  (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
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Board;  provided,  however,  that any  individual  who  becomes  a  director  of
ServiceMaster  subsequent to April 27, 2001 whose  election,  or nomination  for
election by ServiceMaster's  stockholders,  was approved by the vote of at least
two-thirds of the directors then  comprising the Incumbent Board shall be deemed
a member of the Incumbent Board; and provided  further,  that any individual who
was initially elected as a director of ServiceMaster as a result of an actual or
threatened  solicitation  by a Person or group for the  purpose  of  opposing  a
solicitation  by any other  Person or group  with  respect  to the  election  or
removal of directors,  or any other actual or threatened solicitation of proxies
or  consents  by or on behalf of any Person  other  than the Board  shall not be
deemed a member of the Incumbent Board;

     (3) the consummation of a  reorganization,  merger or consolidation or sale
or other  disposition of all or substantially all of the assets of ServiceMaster
(a  "Corporate  Transaction");   excluding,  however,  a  Corporate  Transaction
     ----------------------
pursuant to which (i) all or  substantially  all of the  individuals or entities
who are the beneficial owners, respectively, of the Outstanding Common Stock and
the  Outstanding   Voting   Securities   immediately  prior  to  such  Corporate
Transaction will  beneficially  own,  directly or indirectly,  more than 60% of,
respectively,  the outstanding  shares of common stock,  and the combined voting
power of the outstanding  securities  entitled to vote generally in the election
of directors (or similar  persons),  as the case may be, of the entity resulting
from such Corporate Transaction (including,  without limitation, an entity which
as a result of such transaction owns  ServiceMaster or all or substantially  all
of  ServiceMaster's  assets either directly or indirectly) in substantially  the
same proportions relative to each other as their


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<PAGE>

ownership, immediately prior to such Corporate Transaction,  of the Outstanding
Common Stock and the Outstanding Voting   Securities,   as  the  case  may  be,
(ii)  no  Person   (other  than: ServiceMaster;  any  employee  benefit  plan
(or  related  trust)  sponsored  or maintained by ServiceMaster or any entity
controlled by  ServiceMaster;  and any Person  which   beneficially   owned,
immediately   prior  to  such  Corporate Transaction, directly or indirectly,
25% or more of the Outstanding Common Stock or the Outstanding Voting
Securities, as the case may be) will beneficially own, directly or indirectly,
25% or more of, respectively,  the outstanding shares of common stock of the
entity  resulting  from such  Corporate  Transaction  or the combined voting
power of the  outstanding  securities of such entity entitled to vote  generally
in the  election of directors  and (iii)  individuals  who were members of the
Incumbent  Board  will  constitute  at least a  majority  of the members of the
board of directors (or similar body) of the entity resulting from such Corporate
Transaction; or

     (4) the  consummation  of a plan of complete  liquidation or dissolution of
ServiceMaster.

     (c)  Notwithstanding the exercise period(s) of any Option set forth in this
Plan or in any Agreement and  notwithstanding the expiration date of the term of
any Option,  in the event  ServiceMaster  is involved in a business  combination
which is  intended  to be  treated  as a  pooling  of  interests  for  financial
accounting purposes (a "Pooling Transaction"),  pursuant to which a Non-Employee
                        -------------------
Director  receives a  substitute  option to purchase  securities  of any entity,
including an entity directly or indirectly  acquiring  ServiceMaster,  then each
Option (or option in substitution  thereof) held by such  Non-Employee  Director
shall  be  exercisable  to the  extent  set  forth in this  Plan or the  related
Agreement  until and including the latest of (x) the expiration date of the term
of the Option or, in the event of such  Non-Employee  Director's  termination of
service as a director of  ServiceMaster,  the date  determined  pursuant to this
Plan or the  related  Agreement,  (y) the date  which is nine  months  after the
consummation  of such  business  combination  and (z) the date  which is 90 days
after the date of  expiration  of any  period  during  which  such  Non-Employee
Director  may not  dispose of a security  issued in the Pooling  Transaction  in
order for the Pooling Transaction to be accounted for as a pooling of interests.

4.7. Rights as Stockholder. No person shall have any right as a stockholder of
     ---------------------
ServiceMaster with respect to any shares of Common Stock or other equity
security of ServiceMaster which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.

4.8. Designation of Beneficiary. A holder of an award may file with the
     --------------------------
Corporate Secretary a written designation of one or more persons as such
holder's beneficiary or beneficiaries (both primary and contingent) in the event
of the holder's death. To the extent an outstanding Option granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such Option.

     Each beneficiary designation shall become effective only when filed in
writing with the Corporate Secretary during the holder's lifetime on a form
prescribed by ServiceMaster. The filing with the Corporate Secretary of a new
beneficiary designation shall cancel all previously filed beneficiary
designations.


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<PAGE>

     If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding Option
held by such holder, to the extent exercisable, may be exercised by such
holder's executor, administrator, legal representative or similar person.

4.9. Governing Law. This Plan, each award hereunder and the related Agreement,
     -------------
and all determinations made and actions taken pursuant thereto shall be governed
by the laws of the State of Delaware and construed in accordance therewith
without giving effect to principles of conflicts of laws.


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<PAGE>