EXHIBIT 99.2


                       AUDIT AND FINANCE COMMITTEE CHARTER

                            The ServiceMaster Company
                   (adopted by the Board of Directors June 9, 2000,
           revised July 19, 2002, July 18, 2003 and January 30, 2004)

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 Audit and Finance Committee.

Purposes

The purpose of the Committee in its capacity as an audit committee is to assist
the Board in its oversight of (1) the integrity of the Company's financial
statements, (2) the Company's compliance with legal and regulatory requirements,
(3) the independent auditor's qualifications and independence and (4) the
performance of the Company's internal audit function and independent auditor.
The purpose of the Committee in its capacity as a finance committee is to assist
the Board in its oversight of financial matters affecting the Company.

Number of Members and Independence Requirements

The members of the Committee are nominated and appointed as provided in the
Bylaws and Charter of the Governance and Nominating Committee. The Committee
shall have at least three directors. After considering the recommendation of the
Governance and Nominating Committee, the Board will designate one person to
serve as Chairman of the Committee. Committee members may not simultaneously
serve on the audit committees of more than two other public companies.

Each member of the Committee shall be independent within the meaning of Rule
10A-3(b)(1) under the Securities Exchange Act of 1934 and the New York Stock
Exchange listing standards. Specifically, no Committee member may (1) accept
directly or indirectly any consulting, advisory, or other compensation fee from
the Company or any subsidiary, other than fees for serving as a director or (2)
be an affiliated person of ServiceMaster or any subsidiary. Additionally, 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



<PAGE>

         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;

(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.

Finance and Accounting Requirements

Each member of the Committee must in the judgment of the Board be financially
literate, such as having a basic understanding of finance and accounting and be
able to read and understand fundamental financial statements. At least one
member of the Committee must in the judgment of the Board have accounting or
related financial management expertise in accordance with the New York Stock
Exchange listing standards, which requirement may be met by the Board
determining that one member is an audit committee financial expert as described
below. The


                                       2
<PAGE>

Committee will review and recommend to the Board that financial
literacy and accounting or related financial management expertise of the members
of the Committee.

The Company will disclose in its proxy statement whether at least one member of
the Committee is in the judgment of the Board an audit committee financial
expert. The audit committee financial expert must have each of the following
five attributes:

     (1) an understanding of generally accepted accounting principles and
         financial statements;

     (2) the ability to assess the general application of such principles in
         connection with the accounting for estimates, accruals and reserves;

     (3) experience preparing, auditing, analyzing or evaluating financial
         statements that present a breadth and level of complexity of accounting
         issues that are generally comparable to the breadth and complexity of
         issues that can reasonably be expected to be raised by the Company's
         financial statements, or experience actively supervising one or more
         persons engaged in such activities;

     (4) an understanding of internal controls and procedures for financial
         reporting; and

     (5) an understanding of audit committee functions.

The audit committee financial expert must have acquired the above five
attributes through (1) education and experience as a chief financial officer,
controller, public accountant or auditor; (2) experience actively supervising a
chief financial officer, controller, public accountant or auditor; (3)
experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements; or (4) other relevant experience.

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 internal audit department
and the Company's independent auditor. The Committee will meet separately,
periodically, with management, with internal audit and with the independent
auditor to discuss any matters that the Committee or any of these groups believe
should be discussed privately. The Committee may hold executive sessions without
management to discuss any matters that the Committee believes should be
discussed privately.

Duties and Responsibilities

The Committee has the following duties and responsibilities which may not be
delegated to another Committee:

                                       3
<PAGE>

A.            General

     1.   regularly  report to the Board any issues  that arise with  respect to
          the quality or integrity of the Company's  financial  statements,  the
          Company's  compliance  with  legal  or  regulatory  requirements,  the
          performance and independence of the Company's  independent  auditor or
          the performance of the internal audit function;

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

     3.   receive appropriate funding, as determined by the Committee,  from the
          Company  for  payment  of  compensation  to the  independent  auditor,
          independent  counsel or other  advisers  retained by the Committee and
          ordinary  administrative  expenses of the Committee that are necessary
          or appropriate in carrying out its duties;

     4.   prepare the audit  committee  report to be  included in the  Company's
          proxy statement  relating,  among other matters,  to whether the audit
          committee has reviewed and discussed the audited financial  statements
          with  management and discussed  certain  matters with the  independent
          auditor;

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

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

     7.   periodically  review the  adequacy  of this  Charter  and submit  this
          Charter to the Board for its approval  and,  thereafter,  include this
          Charter in the Company's  proxy  statement as required by the rules of
          the Securities and Exchange Commission; and

     8.   perform  any  other  activities  consistent  with  this  Charter,  the
          Company's  Bylaws,  and applicable  laws as the Committee or the Board
          deems necessary or appropriate.

B.            Financial Information and Reporting; Risk Management

     1.   discuss  the  annual  audited   financial   statements  and  quarterly
          financial   statements  with   management,   including  the  Company's
          disclosures under  "Management's  Discussion and Analysis of Financial
          Condition and Results of Operations" which should include a discussion
          of all material trends, demands, commitments,  uncertainties or events
          that are reasonably  likely to have a material effect on the Company's
          results of operations or financial condition;

     2.   discuss  generally  earnings  press  releases with  management and the
          independent  auditor  prior to the  issuance  of such press  releases,
          including  pro  forma or  adjusted  non-GAAP  information,  and  other
          financial  information and earnings  guidance provided to analysts and
          rating agencies;

     3.   review major issues  regarding  accounting  principles  and  financial
          statement  presentations,  including  any  significant  changes in the
          Company's selection or application of accounting principles, and major
          issues regarding the adequacy of the Company's  internal  controls and
          any  special  audit  steps  adopted  in  light  of  material


                                       4
<PAGE>

          control deficiencies;

     4.   review analyses prepared by management and/or the independent  auditor
          setting forth  significant  financial  reporting  issues and judgments
          made in connection with the  preparation of the financial  statements,
          including  analyses of the effects of alternative  GAAP methods on the
          financial statements;

     5.   review the effect of regulatory and accounting initiatives, as well as
          off-balance  sheet  structures,  on the  financial  statements  of the
          Company;

     6.   recommend to the Board,  based on the reviews and  discussions  of the
          annual  audited  financial  statements,  the  matters  required  to be
          communicated in accordance with American Institute of Certified Public
          Accountants  ("AICPA") Statements of Auditing Standards ("SAS") 61 and
          the  independent  auditor's  independence,  that  the  annual  audited
          financial  statements  be included in the  Company's  Annual Report on
          Form 10-K;

     7.   discuss  policies with respect to risk assessment and risk management,
          including  guidelines and policies to govern the process by which risk
          assessment and risk management is undertaken;

     8.   discuss the Company's  major  financial  risk  exposures and the steps
          management has taken to monitor and control such exposures;

     9.   discuss  material   consultations  made  by  management  with  outside
          accountants  (other than the independent  auditor) with respect to the
          financial  and/or tax  accounting  treatment of a particular  event or
          completed transaction;

     10.  discuss  significant  issues related to tax  accounting,  reporting or
          payment;

     11.  discuss  significant  issues  related to  operation,  development  and
          implementation of information systems;

     12.  periodically  review  with  management  the  adequacy  of, and related
          disclosures  in  the  Company's  quarterly  and  annual  reports,  the
          Company's disclosure controls and procedures and internal control over
          financial reporting;

     13.  review  disclosures  to the  Committee  made  by the  Company's  Chief
          Executive Officer and Chief Financial Officer during the certification
          process  relating  to the  annual  and  quarterly  reports  about  any
          significant  deficiencies  or  material  weaknesses  in the  design or
          operation of internal  control over financial  reporting and any fraud
          involving management or other employees who have a significant role in
          the Company's internal control over financial reporting;

     14.  review  management's  annual report on internal control over financial
          reporting; and

     15.  regularly review internal audit reports to management  prepared by the
          internal audit


                                       5
<PAGE>

          and review the internal audit department's function and
          performance,  including  organizational  structure and qualifications,
          responsibilities,   budget  and   staffing  and  seek  to  ensure  the
          effectiveness and independence of this department.

C.            Independent Auditor

     1.   the Committee must (i) directly appoint, retain, compensate,  evaluate
          and terminate the Company's  independent auditor,  including resolving
          any  disagreement  between  management  and  the  independent  auditor
          regarding  financial  reporting,  and (ii) the  Company's  independent
          auditor shall report directly to the Committee;

     2.   review with the independent auditor in advance the scope of its annual
          audit;

     3.   discuss  the  annual  audited   financial   statements  and  quarterly
          financial  statements  with the  independent  auditor,  including  the
          Company's  disclosures under "Management's  Discussion and Analysis of
          Financial  Condition and Results of Operations" which should include a
          discussion of all material trends, demands, commitments, uncertainties
          or events that are reasonably  likely to have a material effect on the
          Company's results of operations or financial condition;

     4.   obtain and  review,  at least  annually,  a report by the  independent
          auditor describing (i) all critical  accounting policies and practices
          to be used; (ii) all alternative  treatments of financial  information
          within GAAP that have been discussed with management, ramifications of
          the  use  of  such  alternative  disclosure  and  treatments  and  the
          treatment  preferred  by the  independent  auditor;  and  (iii)  other
          material written  communications  between the independent  auditor and
          management, including the management letter and schedule of unadjusted
          differences;

     5.   review with the independent auditor any audit problems or difficulties
          and management's response, including (i) any restrictions on the scope
          of  the  independent  auditor's  activities  or  access  to  requested
          information; (ii) any significant disagreements with management; (iii)
          any  accounting  adjustments  that  were  noted  or  proposed  by  the
          independent  auditor but were passed as immaterial or otherwise;  (iv)
          any  communications   between  the  audit  team  and  the  independent
          auditor's  national office  respecting  auditing or accounting  issues
          presented by the  engagement;  (v) any management or internal  control
          letter issued, or proposed to be issued, by the independent auditor to
          the  Company;  and (vi) the  responsibilities,  budget and staffing of
          internal audit;

     6.   review and discuss  with the  independent  auditor or  management  the
          matters  required to be  communicated  to the  Committee in accordance
          with AICPA SAS 61;

     7.   review the independent  auditor's  attestation  report on management's
          assessment of internal control over financial reporting;

     8.   review the Company's  compliance with the Company's Public  Accounting
          Firm  Policy,  including  (i) the  prohibitions  on certain  non-audit
          services  that  the

                                       6
<PAGE>

          independent  auditor  may not  perform;  (ii) the
          pre-approval  of all audit and  non-audit  services to be performed by
          the  independent  auditor;  (iii) the rotation of the lead partner and
          concurring partner; (iv) receipt of regular reports from management of
          all audit and non-audit services performed by the independent auditor;
          and (v) the limitations on employing  employees or former employees of
          the independent auditor;

     9.   review and discuss with the independent auditor whether any officer or
          director of the Company, or persons acting under their direction, have
          or may have  taken  any  action  to  coerce,  manipulate,  mislead  or
          fraudulently  influence the independent  auditor within the meaning of
          Rule 13b2-2 under the Securities Exchange Act of 1934;

     10.  obtain and  review,  at least  annually,  a report by the  independent
          auditor  describing (i) the  independent  auditor's  internal  quality
          control procedures; (ii) any material issues raised by the most recent
          internal  quality control review,  or peer review,  of the independent
          auditor,  or by  any  inquiry  or  investigation  by  governmental  or
          professional authorities, within the preceding five years, relating to
          one or more independent  audits conducted by the independent  auditor,
          and any  steps  taken to deal  with any such  issues;  and  (iii)  all
          relationships  between  the  independent  auditor  and the Company (to
          assess the independence of the independent auditor);

     11.  obtain and review,  at least  annually,  a letter from the independent
          auditor regarding the independent auditor's  independence;  review and
          discuss  the  independent   auditor's   independence,   including  all
          significant  consulting and other  relationships with the Company that
          could impair the independent auditor's independence;

     12.  review the independent  auditor's work for the company,  including the
          review and evaluation of the lead partner of the independent  auditor,
          taking into account the opinions of management and internal audit; and

     13.  based upon the reviews  described in the preceding  two  subparagraphs
          relating to the review and  evaluation  of the  independent  auditor's
          qualifications,  performance and independence, present the Committee's
          conclusions with respect to the independent auditor to the Board.

D.            Financial Matters

     1.   periodically  review and approve the  Company's  Commitment  Authority
          Policy;

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

     3.   review   management's   recommendations   concerning   new   financing
          arrangements,  whether  debt or  equity,  and make  determinations  or
          recommendations to the Board with respect thereto;

     4.   review    management's    recommendations    concerning    significant
          acquisitions,   dispositions,   capital   investments,   venture  fund
          investments  and  other  significant

                                       7
<PAGE>

          financial  commitments  and make
          determinations or recommendations to the Board with respect thereto;

     5.   review proposed major contracts or programs and make determinations or
          recommendations to the Board with respect thereto;

     6.   review  matters  relating to the repurchase of stock or the repurchase
          or  redemption  of debt and make  recommendations  to the  Board  with
          respect thereto; and

     7.   review financial reports and analyses.

E.            Other Matters

     1.   in accordance with the New York Stock Exchange  listing  standards and
          Rule  10A-3(b)(3)  under  the  Securities  Exchange  Act of 1934,  the
          Committee  must establish  procedures for (i) the receipt,  retention,
          and  treatment  of  complaints   received  by  the  Company  regarding
          accounting,  internal accounting  controls,  or auditing matters;  and
          (ii)  the  confidential,  anonymous  submission  by  employees  of the
          Company of  concerns  regarding  questionable  accounting  or auditing
          matters;

     2.   review situations involving actual,  potential or alleged conflicts of
          interest, misconduct or similar activities;

     3.   periodically review environmental stewardship standards and practices,
          the  Company's  compliance  systems  and  controls  to  enforce  these
          standards, and significant cases of variance from these standards;

     4.   periodically  review legal compliance  matters,  including  securities
          trading practices and policies; and

     5.   periodically review any significant  pending,  threatened or potential
          litigation  matters,  including with regulatory  agencies,  that could
          have a significant impact on the Company's financial statements.



                                       8