Exhibit 99.5

                        Charter and Operating Guidelines

                 Audit and Finance Committee (Finance Capacity)
                            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 Audit
and Finance Committee in its capacity as a finance committee of the Board (the
"Committee"). Through it, the Board has sought to establish practices and
policies for the Committee.

The primary function of the Committee is to serve as a committee of special
expertise on financial matters affecting 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 comprised of at least three directors as determined by the
Board, all of whom shall be independent. An independent director is defined as
one who has no relationship to the Company that may interfere with the exercise
of their independence from management and the Company. Members of the Committee
shall have a basic understanding of finance and accounting, be able to read and
understand fundamental financial statements and at least one member of the
Committee shall have accounting or related financial management expertise. In
addition, no former member of management can serve on the Committee. The
Committee shall be chaired by the person designated as 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, Chief Financial Officer,
Controller, Treasurer 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 financial reports and analyses and shall make recommendations
          on financial matters to the Board or the Executive Committee;


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     2.   periodically review the Company's Commitment Authority Policy and make
          recommendations to the Board with respect thereto;

     3.   review the Company's dividend policy and make recommendations to the
          Board with respect thereto;

     4.   review management's requests for new financing arrangements, whether
          debt or equity, and make determinations or recommendations to the
          Board with respect thereto in accordance with the Company's Commitment
          Authority Policy;

     5.   review management's recommendations concerning significant
          acquisitions, dispositions, capital investments, venture fund
          investments and other significant financial commitments and make
          determinations or recommendations to the Board with respect thereto in
          accordance with the Company's Commitment Authority Policy;

     6.   review proposed major contracts or programs and make determinations or
          recommendations to the Board with respect thereto in accordance with
          the Company's Commitment Authority Policy;

     7.   review matters relating to the repurchase of stock or the repurchase
          or redemption of debt and make recommendations to the Board with
          respect thereto in accordance with the Company's Commitment Authority
          Policy;

     8.   review financial transactions or arrangements 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;

     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 fulfilling its oversight responsibilities, the Committee may, in the name and
on behalf of the Company, retain a firm to act as a financial advisor (and in
that capacity to provide customary reports and opinions) in accordance with the
Company's Commitment Authority Policy.


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