EXHIBIT 99.4


                   GOVERNANCE AND NOMINATING COMMITTEE CHARTER

                            The ServiceMaster Company
            (as adopted by the Board of Directors on July 19, 2002,
                           revised October 24, 2003)

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 Governance and Nominating Committee.

Purpose and Responsibilities

The purpose and responsibilities of the Committee are to (1) develop and
recommend to the Board a set of corporate governance principles applicable to
the Company, (2) identify individuals qualified to become Board members,
consistent with criteria approved by the Board, and to select, or to recommend
that the Board select, the director nominees for the next annual meeting of
shareholders and (3) oversee the evaluation of the Board and management.

Number of Members and Independence Requirements

The members of the Committee are nominated and appointed as provided in the
Bylaws and this Charter. The Committee shall have at least three directors.
After considering the recommendation of the 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.

Process for Considering Director Candidates Recommended by Shareholders

As set forth in Section 4.5 of the Bylaws, only qualified candidates may be
elected to the Board. The Committee will review the nomination by a shareholder
of the Company of a qualified candidate for election to the Board if all of the
requirements set forth in Section 4.5 of the Bylaws are satisfied. Section 4.5
of the Bylaws is attached as Exhibit A to this Charter.

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.   develop  and  recommend  to the  Board a set of  corporate  governance
          principles  applicable  to the Company,  and  periodically  review the
          adequacy of such principles;

     2.   recommend  to the Board  guidelines  and  criteria  to  determine  the
          qualifications to serve and continue to serve as a director;

     3.   identify and review the qualifications of, and recommend to the Board,
          (i) individuals to be nominated by the Board for election to the Board
          by  shareholders  at each  annual  meeting  of  shareholders  and (ii)
          individuals  to be elected to any  vacancy  on the Board  which  shall
          occur for any reason;

     4.   review the  nomination by a shareholder  of the Company of a qualified
          candidate  for election to the Board if such  nomination  is submitted
          within the time limits and in the manner  prescribed  in this  Charter
          and the Bylaws;

     5.   recommend to the Board appointments to committees of the Board;

     6.   periodically  review the size,  composition  and  organization  of the
          Board and its  committees  and  recommend  policies,  changes or other
          action it deems necessary or appropriate, including recommendations to
          the Board  regarding  retirement  age,  resignation  or  removal  of a
          director,  stock  ownership  guidelines,   independence  requirements,
          frequency of Board meetings and terms of directors;

     7.   oversee the evaluation of the performance of the Board, its committees
          and of members of the Board who are not employees of the Company;

     8.   review other corporate  governance and similar matters relevant to the
          Company,   including,   without  limitation,  the  Charters  of  other
          committees  of the  Board  and  the  independence  of  directors,  and
          recommend  policies,  changes or other  action it deems  necessary  or
          appropriate;

     9.   review the Company's charitable contributions budget;

     10.  review and  periodically  assess the adequacy of the Company's code of
          conduct,  including  compliance  with (i) the New York Stock  Exchange
          listing  standards  which  requires a code of  conduct  for the Board,
          officers and employees that  addresses (1) conflicts of interest;  (2)
          corporate  opportunities;  (3) confidentiality;  (4) fair dealing; (5)
          protection and proper use of Company assets; (6) compliance with laws,
          rules,  and  regulations  (including  insider  trading laws);  and (7)
          encouraging  the  reporting of any illegal or  unethical  behavior and
          (ii) Item 406 of  Regulation  S-K which  requires  the  disclosure  of
          whether the Company has adopted a code of conduct  that applies to the
          Chief  Executive  Officer,  Chief  Financial  Officer,  Controller  or
          persons  performing

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          similar  functions  that addresses (1) honest and
          ethical conduct; (2) full, fair,  accurate,  timely and understandable
          disclosure in  Securities  and Exchange  Commission  reports and other
          public  communications;  (3) compliance with  applicable  governmental
          laws,  rules and  regulations;  (4) prompt  internal  reporting of any
          violation of the code of conduct to an appropriate  person  identified
          in the code of conduct;  and (5)  accountability  for adherence to the
          code of conduct;

     11.  review  transactions or arrangements  (financial or otherwise) between
          the Company and one or more  directors  or corporate  officers,  other
          than compensation  decisions,  and make  recommendations  to the Board
          with respect thereto;

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

     13.  the  Committee  has sole  authority to retain and terminate any search
          firm  to be used  to  identify  director  candidates,  including  sole
          authority to approve the search firm's fees and other retention terms;

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

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

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

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

     18.  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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                                    EXHIBIT A

Section 4.5  Election of Directors by Stockholders.

     (a)  Election by  Plurality  Vote.  Qualified  candidates  (as  hereinafter
defined) for election as  directors  at any meeting of the  stockholders  of the
Company shall be elected by plurality vote.  Accordingly,  if votes are cast for
more individuals than the number of positions to be filled at that meeting, then
a qualified  candidate  shall be deemed elected to one of those positions if the
number of qualified  candidates who received more votes than that individual are
less than the number of  positions  on the Board  which are to be filled at that
meeting.  (For example,  if five  positions on the Board were up for election at
any particular  stockholders  meeting,  then the five  qualified  candidates who
receive more votes than any other qualified  candidates  shall be deemed elected
at  that  meeting).  Without  limiting  by  implication  the  generality  of the
preceding provision,  it shall not be necessary for election to the Board that a
candidate  receive a majority of the votes comprising the quorum for the meeting
so long as the  individual  receives a number of votes  sufficient  for election
under the terms of this paragraph (a).

     (b)  Number  of Votes  Cast by a  Stockholder.  Each  stockholder  shall be
entitled  to cast with  respect to each  position  on the Board to be elected by
stockholders at that meeting a number of votes attributable to the record shares
in the common  voting class held of record by that  stockholder  at the relevant
record date and such  stockholder  may  distribute  those votes among  qualified
candidates for election to that position in such manner as such  stockholder may
wish.

     (c) No Cumulative  Voting.  Voting for directors  shall not be  cumulative.
Accordingly, the maximum number of votes a stockholder shall be entitled to cast
for any  particular  qualified  candidate  shall not  exceed the number of votes
attributable  to the record  shares in the common voting class held of record by
that stockholder at the relevant record date.

     (d)  Effective  Voting  Limited to  Qualified  Candidates.  Only  qualified
candidates may be elected to the Board at any particular  stockholders  meeting.
Votes cast in favor of an individual who is not a qualified  candidate shall not
be effective to elect that  individual  to the Board  regardless  of whether (i)
that individual receives a greater number of votes than qualified candidates who
are elected to the Board under the preceding  provisions of this section or (ii)
no other individual  receives any votes at that meeting (which might be the case
if an individual were proposed for election to a vacant position on the Board at
a special  meeting which was not called by the Board for the purpose of electing
directors or for which no qualified candidate was nominated).

     (e) Identification of Qualified Candidates. An individual shall be deemed a
qualified  candidate  for election to the Board at any  particular  stockholders
meeting if that  individual  (i) is younger than age 70 at the date he or she is
to be elected and (ii) shall have been  nominated  for  election by the Board or
shall have been  nominated  for election in a manner which  satisfies all of the
requirements specified in paragraph (g) of this Section 4.5.

     (f) Status of  Non-Independent  Candidates.  As used in this paragraph (f),
the term  "non-independent  candidate" as applied to any particular  election of
directors  means an individual

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who satisfies the  conditions of clauses (i) and
(ii) of paragraph (e) above but who is not an  "independent  director" under the
standard prescribed in Section 7.5.2 of the Certificate of Incorporation. In the
event  that  in any  particular  election  of  directors  Section  7.5.1  of the
Certificate   of   Incorporation   would   permit   some  but  not  all  of  the
non-independent  candidates  for director at that  election to be elected to the
Board, then paragraph (d) of this Section 4.5 shall be applied to fill positions
on  the  Board  as if  all  of the  non-independent  candidates  were  qualified
candidates until all positions available for non-independent  candidates at that
election under Section 7.5.1 of the Certificate of Incorporation are filled. The
remaining non-independent  candidates shall, in accordance paragraph (d) of this
Section 4.5, be deemed to be not qualified candidates.

     (g) Candidates  Not Nominated by the Board.  In order for an individual not
nominated by the Board to be a "qualified  candidate"  for election to the Board
at any particular  meeting of  stockholders,  all of the following  requirements
must be satisfied:

     (1)  The  nomination  must be made for an  election to be held at an annual
          meeting of  stockholders or a special meeting of stockholders in which
          the Board has determined that candidates will be elected by the common
          voting class to one or more positions on the Board;

     (2)  The  individual  must be nominated by a  stockholder  who shall be the
          record  owner on the record date for that  meeting and at that meeting
          of shares  entitled to be voted at that  meeting  for the  election of
          directors (a "nominating stockholder");

     (3)  The nominating  stockholder  must deliver a timely written  nomination
          notice  to the  office of the  Company's  Corporate  Secretary  at the
          Company's  principal  executive  office which provides the information
          required by these Bylaws;

     (4)  To be timely for an annual  meeting,  a  stockholder's  notice must be
          actually delivered to the Corporate  Secretary's office not later than
          the close of business  on the 75th day nor  earlier  than the close of
          business  on the  105th  day  prior to the  first  anniversary  of the
          preceding year's annual meeting; provided, however, that:

               (i)  if the  date of the  annual  meeting  is  more  than 30 days
                    before or more than 60 days  after  such  anniversary  date,
                    notice by the  stockholder to be timely must be so delivered
                    not  earlier  than the  close of  business  on the 105th day
                    prior to such annual meeting and not later than the close of
                    business  on the later of the 75th day prior to such  annual
                    meeting or the 10th day  following  the day on which  public
                    announcement  of the date of such  meeting  is first made by
                    the Company, and

               (ii) if the  number of  directors  to be  elected to the Board is
                    increased and there in no public announcement by the Company
                    naming all of the nominees for  director or  specifying  the
                    size of the  increased  Board at least 115 days prior to the
                    first anniversary of the preceding year's annual meeting,  a
                    stockholder's nominating notice required by this Bylaw shall
                    also be

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                    considered timely, but only with respect to nominees
                    for any new positions  created by such increase,  if (x) the
                    stockholder  shall have  nominated  candidates in accordance
                    with  the   requirements  in  these  Bylaws  for  all  Board
                    positions   not  covered  by  such   increase  and  (y)  the
                    nomination  notice  for  candidates  to  fill  the  expanded
                    positions  shall  be  actually  delivered  to the  Corporate
                    Secretary at the Company's  principal  executive  office not
                    later than the close of business  on the 10th day  following
                    the day on which such public  announcement  is first made by
                    Company;

     (5)  If the  election is to be held at a special  stockholders  meeting,  a
          stockholder's  nominating  notice  required  by this  Bylaw  shall  be
          considered  timely for that meeting if it shall be actually  delivered
          to  the  Corporate  Secretary's  office  at  the  Company's  principal
          executive  office not later than the close of business on the 10th day
          following the day on which the Company shall first  publicly  announce
          the date of the special meeting and that a vote by  stockholders  will
          be taken at that meeting to elect a director or directors;

     (6)  In no event  shall the public  announcement  of an  adjournment  of an
          annual  meeting  commence  a new  time  period  for  the  giving  of a
          stockholder's notice as described above. For purposes of these Bylaws,
          "public  announcement"  shall  mean  disclosure  in  a  press  release
          reported by the Dow Jones News Service, Associated Press or comparable
          national news service or in a document  publicly  filed by the Company
          with the Securities and Exchange Commission pursuant to Section 13, 14
          or 15(d) of the Exchange Act;

     (7)  Such stockholder's nomination notice shall --

               (i)  set forth as to each person whom the stockholder proposes to
                    nominate  for  election  or  re-election  as a director  all
                    information  relating  to such person that is required to be
                    disclosed  in  solicitations  of  proxies  for  election  of
                    directors in an election contest,  or is otherwise required,
                    in each case pursuant to  Regulation  14A under the Exchange
                    Act and Rule 14a-11 thereunder;

               (ii) be accompanied by each  nominee's  written  consent to being
                    named in the proxy  statement as a nominee and to serving as
                    a director if elected;

               (iii)set forth the name and  address  of the  stockholder  giving
                    the notice and the  beneficial  owner of the shares owned of
                    record by the beneficial  owner, and the telephone number at
                    which the Company will be able to reach the stockholder, the
                    beneficial  owner and each  nominee  during  usual  business
                    hours  during the period  through  the  meeting at which the
                    nomination is to take place;


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               (iv) set  forth the  class  and  number of shares of the  Company
                    which  are  owned   beneficially   and  of  record  by  such
                    stockholder and such beneficial owner; and

               (v)  be accompanied by each nominee's  undertaking to affirm,  at
                    the time of his or her  election  to the  Board,  his or her
                    independence under the standard prescribed in Section 7.5 of
                    the Certificate of  Incorporation,  or if the nominee cannot
                    affirm  his or her  independence,  then  the  nominee  shall
                    explain in  reasonable  detail why he or she is unable to do
                    so; and

     (8)  The  nominating  stockholder,  the  beneficial  owner and each nominee
          shall provide such other  information  as any Executive  Officer shall
          reasonably  deem  relevant  within such time  limits as any  Executive
          Officer shall reasonably impose for such information.






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