Exhibit 99.7

                        Charter and Operating Guidelines

                       Governance and Nominating Committee
                            The ServiceMaster Company
             (as adopted by the Board of Directors on July 19, 2002)

The Board of Directors of the Company (the "Board") has developed and approved
this Charter and Operating Guidelines to set forth a clear mission of the
Governance and Nominating Committee (the "Committee"). Through it, the Board has
sought to establish practices and policies for the Committee.

The primary functions of the Committee are to recommend to the Board persons to
serve as members of the Board; to assist the Chairman of the Board in evaluating
the performance of the Board; and to review and make recommendations to the
Board on corporate governance and similar matters relevant to the Company.

The authority, responsibilities and membership of the Committee are set forth in
the Bylaws of the Company. It is the intent of this Charter and Operating
Guidelines to clarify the relationship of the Committee to the Board and
management.


Composition

The members of the Committee are appointed as provided in the Bylaws. The
Committee shall be made up of at least three members of the Board who are
neither current nor former members of management of the Company. The Committee
shall be chaired by the person designated as the Chairman of the Committee.


Meetings

The Committee will meet at least three times annually, or more frequently as
circumstances may warrant. Generally, and as appropriate, the Committee will
meet with and receive reports from the Company's Chairman and Chief Executive
Officer, President and Chief Operating Officer and General Counsel and other
members of management. The Committee may hold executive sessions to discuss any
matters that the Committee believes should be discussed privately.


Authority and Responsibilities

The Board delegates certain responsibilities and duties to the Committee to
assist the Board in fulfilling its oversight responsibilities. The Committee
shall have the authority to:

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


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     2.   in connection with its recommendations on director nominees, accept
          nomination of candidates to fill the Board from the stockholders of
          the Company if such nominations are submitted within the time limits
          and in the manner prescribed in the Bylaws;

     3.   after initiation by the Chairman of the Board, recommend appointments
          to committees of the Board;

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

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

     6.   recommend to the Board a methodology for evaluating the performance of
          the Board and of members of the Board who are not employees of the
          Company;

     7.   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 in accordance with the Company's Commitment
          Authority Policy;

     8.   review other corporate governance and similar matters relevant to the
          Company, including, without limitation, the Statement on Scope and
          Organization of the Board of Directors of The ServiceMaster Company,
          this Charter and Operating Guidelines and affiliations of all
          directors, and recommend policies, changes or other action it deems
          advisable;

     9.   determine through its Chairman the agenda of its meetings; and

     10.  exercise such other authority which shall be delegated to the
          Committee by the Board, including pursuant to the Company's Commitment
          Authority Policy, or which the Committee shall deem reasonably related
          to any authority delegated to the Committee in or pursuant to the
          Bylaws.

In addition, the Chairman of the Governance and Nominating Committee serves with
the Chairman of the Board in the process of conducting performance reviews of
the Board, its committees and directors.

In fulfilling its oversight responsibilities, the Committee may, in the name and
on behalf of the Company, retain a firm specializing in the recruitment of board
members in accordance with the Company's Commitment Authority Policy.

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