Exhibit 10.14(d)


EXECUTION COPY


This INDEMNIFICATION AGREEMENT, dated as of July 24,
2007 (the “Agreement”), is among ServiceMaster Global Holdings, Inc., a
Delaware corporation (the “Company”), The ServiceMaster Company, a
Delaware corporation (together with the Company, the “Company Entities”),
and J.P. Morgan Ventures Corporation (the “Investor”).  Capitalized terms used herein without
definition have the meanings set forth in Section 1 of this Agreement.


RECITALS


A.            The
Company is an acquisition vehicle formed by Clayton, Dubilier & Rice, Inc.
(“CD&R”) that has executed an Agreement and Plan of Merger, dated
March 18, 2007 (as the same may be amended from time to time in accordance with
its terms and the Stockholders Agreement, the “Merger Agreement”), to
acquire via merger, on the terms and subject to the conditions set forth in the
Merger Agreement, all of the capital stock of The ServiceMaster Company, a
Delaware corporation (such acquisition, the “Merger”).


B.            The
Company and certain of its stockholders have entered into a Stockholders
Agreement (as the same may be amended from time to time in accordance with the
terms thereof, the “Stockholders Agreement”), dated as of the date
hereof, setting forth certain agreements with respect to, among other things,
the management of the Company and transfers of its shares in various
circumstances.


C.            In
connection with the Merger, each Committing Investor (as defined in the
Stockholders Agreement) entered into a Commitment Letter (as defined in the
Stockholders Agreement), pursuant to which such Committing Investor has agreed,
subject to the conditions set forth therein, to purchase stock of the Company
for an aggregate purchase price equal to its Commitment (as defined in the
Commitment Letter).


D.            Concurrently
with the execution and delivery of this Agreement, the Company and certain
other parties have entered into a Transaction Fee Agreement with the Investor
(or one of its Affiliates), dated as of the date hereof (as the same may be
amended from time to time in accordance with its terms and the Stockholders
Agreement, the “Transaction Fee Agreement”).


E.             In
order to finance the Merger and related transactions, the Company is selling
shares of its common stock, par value US$0.01 per share (“Shares”), to
the Committing Investors, including the Investor, and to certain co-investors
and such other stockholders of the Company as are listed in the signature pages
of the Stockholders Agreement or as otherwise become stockholders of the
Company prior to the Merger pursuant to the terms thereof (the “Equity
Offering”).













F.             In
order to finance the Merger, the Company and/or one or more of its wholly-owned
Subsidiaries intend to enter into the Debt Financing (as defined in the Merger
Agreement).


G.            Investor
(or its Affiliates)  has performed
the Initial Services (as defined in the Transaction Fee Agreement) for the
Company.


H.            The
Company or one or more of its Subsidiaries from time to time in the future may
(i) offer and sell or cause to be offered and sold equity or debt
securities (such offerings, collectively, the “Subsequent Offerings”),
including without limitation (a) offerings of shares of capital
stock of the Company or any of its Subsidiaries, and/or options to purchase
such shares to employees, directors, managers, dealers, franchisees and
consultants of and to the Company or any of its Subsidiaries (any such
offering, a “Management Offering”), and (b) one or more offerings
of debt securities for the purpose of refinancing any indebtedness of the
Company or any of its Subsidiaries or for other corporate purposes, and (ii)
repurchase, redeem or otherwise acquire certain securities of the Company or
any of its Subsidiaries or engage in recapitalization or structural
reorganization transactions relating thereto (any such repurchase, redemption,
acquisition, recapitalization or reorganization, a “Redemption”), in
each case subject to the terms and conditions of the Stockholders Agreement and
any other applicable agreement.


I.              The
parties hereto recognize the possibility that claims might be made against and
liabilities incurred by the Investor or related Persons or Affiliates under
applicable securities laws or otherwise in connection with the Transactions
(including the Initial Services) or the Securities Offerings, or relating to
other actions or omissions of or by members of the Company Group  and the parties hereto accordingly wish to provide for the
Investor and related Persons and Affiliates to be indemnified in respect of any
such claims and liabilities.


J.             The
parties hereto recognize that claims might be made against and liabilities
incurred by directors and officers of any member of the Company Group in
connection with their acting in such capacity, and accordingly wish to provide
for such directors and officers to be indemnified to the fullest extent
permitted by law in respect of any such claims and liabilities.


NOW, THEREFORE, in consideration of the foregoing
premises, and the mutual agreements and covenants and provisions herein set
forth, the parties hereto hereby agree as follows:



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1.             Definitions.


(a)           “Affiliate”
means, with respect to any Person, (i) any other Person directly or
indirectly Controlling, Controlled by or under common Control with, such
Person, (ii) any Person directly or indirectly owning or Controlling
10% or more of any class of outstanding voting securities of such Person or (iii)
any officer, director, general partner, special limited partner or trustee of
any such Person described in clause (i) or (ii).  “Control” of any Person shall consist
of the power to direct the management and policies of such Person (whether
through the ownership of voting securities, by contract, as trustee or
executor, or otherwise).


(b)           “Change in Control”
means the first to occur of the following events after the closing date of the
Merger:


(i)  the acquisition by any Person or “group” (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of
50% or more of the combined voting power of the Company’s then outstanding
voting securities, other than any such acquisition by any member of the Company
Group, any Committing Investors or their Affiliate Co-Investors (as defined in
the Stockholders Agreement), any employee benefit plan of the Company or any of
its Subsidiaries, or any Affiliates of any of the foregoing;


(ii)  the merger, consolidation or other similar
transaction involving the Company, as a result of which Persons who were
stockholders of the Company immediately prior to such merger, consolidation, or
other similar transaction do not, immediately thereafter, own, directly or
indirectly, more than 50% of the combined voting power entitled to vote
generally in the election of directors of the merged or consolidated company;


(iii)  within any 24-month period, the persons who
were directors of the Company at the beginning of such period (the “Incumbent
Directors”) shall cease to constitute at least a majority of the votes of
the total authorized membership of the board of directors of the Company, provided
that any director elected or nominated for election to the board of directors
of the Company by a majority vote of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director for purposes of this clause
(iii); or


(iv)  the sale, transfer or other disposition of
all or substantially all of the assets of the Company to one or more 



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Persons that are not,
immediately prior to such sale, transfer or other disposition, Affiliates of
the Company.


Notwithstanding the foregoing, a Public Offering shall
not constitute a Change in Control.


(c)           “Claim” means,
with respect to any Indemnitee, any claim by or against such Indemnitee
involving any Obligation with respect to which such Indemnitee may be entitled
to be indemnified by any member of the Company Group under this Agreement.


(d)           “Commission”
means the United States Securities and Exchange Commission or any successor
entity thereto.


(e)           “Company Group”
means the Company and any of its Subsidiaries.


(f)            “Determination”
means a determination that either (i) there is a reasonable basis for
the conclusion that indemnification of an Indemnitee is proper in the
circumstances because such Indemnitee met a particular standard of conduct (a “Favorable
Determination”) or (ii) solely in the case of an Indemnitee making a
Claim in such Indemnitee’s capacity as director or officer of the Company
Group, there is no reasonable basis for the conclusion that indemnification of
an Indemnitee is proper in the circumstances because such Indemnitee met a
particular standard of conduct (an “Adverse Determination”).  Except as required by law, no Adverse
Determination shall be made in the case of any Indemnitee that is not a
director or officer of the Company or in connection with any Indemnitee Claim
not made in its capacity as a director or officer of the Company Group.  An Adverse Determination shall include the
decision that a Determination was required in connection with indemnification
and the decision as to the applicable standard of conduct.


(g)           “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


(h)           “Expenses” means
all attorneys’ fees and expenses, retainers, court, arbitration and mediation
costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting
and producing documents, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, appealing or otherwise participating in a
Proceeding.


(i)            “Indemnitee”
means the Investor, its Affiliates, its successors and assigns, and the
respective directors, officers, partners, members, employees, agents, advisors,
consultants, representatives and controlling persons (within the meaning of the
Securities Act) of each of them, or of their partners, members and controlling
persons, and each 



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other person who
is or becomes a director or an officer of any member of the Company Group, in
each case irrespective of the capacity in which such person acts.


(j)            “Independent Legal
Counsel” means an attorney or firm of attorneys competent to render an
opinion under the applicable law, selected in accordance with the provisions of
Section 4(e), who has not otherwise performed any services for any member
of the Company Group or for any Indemnitee within the last three years (other
than with respect to matters concerning the rights of an Indemnitee under this
Agreement or other indemnitees under indemnity agreements similar to this
Agreement).


(k)           “Obligations”
means, collectively, any and all claims, obligations, liabilities, causes of
actions, Proceedings, investigations, judgments, decrees, losses, damages
(including punitive and exemplary damages), fees, fines, penalties, amounts
paid in settlement, costs and Expenses (including without limitation interest,
assessments and other charges in connection therewith and disbursements of
attorneys, accountants, investment bankers and other professional advisors), in
each case whether incurred, arising or existing with respect to third parties
or otherwise at any time or from time to time.


(l)            “Person” means
an individual, corporation, limited liability company, limited or general
partnership, trust or other entity, including a governmental or political
subdivision or an agency or instrumentality thereof.


(m)          “Proceeding”
means a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including without limitation
a claim, demand, discovery request, formal or informal investigation, inquiry,
administrative hearing, arbitration or other form of alternative dispute resolution,
including an appeal from any of the foregoing.


(n)           “Public Offering”
means the first day as of which (i) sales of Shares are made to the
public in the United States pursuant to an underwritten public offering led by
one or more underwriters at least one of which is an underwriter of nationally
recognized standing or (ii) the board of directors of the Company has
determined that Shares otherwise have become publicly-traded for this purpose.


(o)           “Related Document”
means any agreement, certificate, instrument or other document to which any
member of the Company Group may be a party or by which it or any of its
properties or assets may be bound or affected from time to time relating in any
way to the Transactions or any Securities Offering or any of the transactions
contemplated thereby, including without limitation, in each case as the same
may be amended from time to time, (i) any registration statement
filed by or on behalf of any member of the Company Group with the Commission in
connection with the Transactions or any Securities Offering, including all
exhibits, financial statements and 



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schedules
appended thereto, and any submissions to the Commission in connection
therewith, (ii) any prospectus, preliminary, free-writing or
otherwise, included in such registration statements or otherwise filed by or on
behalf of any member of the Company Group in connection with the Transactions
or any Securities Offering or used to offer or confirm sales of their
respective securities in any Securities Offering, (iii) any private
placement or offering memorandum or circular, information statement or other
information or materials distributed by or on behalf of any member of the
Company Group or any placement agent or underwriter in connection with the
Transactions or any Securities Offering, (iv) any federal, state or
foreign securities law or other governmental or regulatory filings or
applications made in connection with any Securities Offering, the Transactions
or any of the transactions contemplated thereby, (v) any
dealer-manager, underwriting, subscription, purchase, stockholders, option or
registration rights agreement or plan entered into or adopted by any member of
the Company Group in connection with any Securities Offering, (vi) any
purchase, repurchase, redemption, recapitalization or reorganization or other
agreement entered into by any member of the Company Group in connection with
any Redemption, or (vii) any quarterly, annual or current reports
or other filing filed, furnished or supplementally provided by any member of
the Company Group with or to the Commission or any securities exchange,
including all exhibits, financial statements and schedules appended thereto,
and any submission to the Commission or any securities exchange in connection
therewith.


(p)           “Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


(q)           “Securities
Offerings” means the Equity Offering, the Notes Offering, any Management
Offering, any Redemption and any Subsequent Offering.


(r)            “Subsidiary”
means each corporation or other Person in which a Person owns or Controls,
directly or indirectly, capital stock or other equity interests representing
more than 50% of the outstanding voting stock or other equity interests.


(s)           “Transactions”
means the Merger, the Equity Offering and the Debt Financing.


2.             Indemnification.


(a)           Each of the Company
Entities (each an “Indemnifying Party” and collectively the “Indemnifying
Parties”), jointly and severally, agrees to indemnify, defend and hold
harmless each Indemnitee:


(i)            from
and against any and all Obligations, whether incurred with respect to third
parties or otherwise, in any way resulting from, arising out of or in
connection with, based upon or relating to (A) the Securities Act, the
Exchange 



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Act or any other applicable securities or
other laws, in connection with any Securities Offering, the Debt Financing, any
other Transactions, any Related Document or any of the transactions
contemplated thereby, (B) any other action or failure to act of any
member of the Company Group or any of their predecessors, whether such action
or failure has occurred or is yet to occur, or (C) the performance
by the Investor (or its Affiliates) of the Initial Services pursuant to the
Transaction Fee Agreement; and


(ii)           to
the fullest extent permitted by the law specified herein as governing this
agreement, by the law of the place of incorporation of an Indemnifying Party,
or by any other applicable law in effect as of the date hereof or as amended to
increase the scope of permitted indemnification, whichever is greater (except,
with respect to any Indemnifying Party, to the extent that such indemnification
may be prohibited by the law of the place of incorporation of such Indemnifying
Party), from and against any and all Obligations whether incurred with respect
to third parties or otherwise, in any way resulting from, arising out of or in
connection with, based upon or relating to (A) the fact that such
Indemnitee is or was a director or an officer of any member of the Company
Group or is or was serving at the request of such corporation as a director,
officer, member, employee or agent of or advisor or consultant to another
corporation, partnership, joint venture, trust or other enterprise, (B) any
breach or alleged breach by such Indemnitee of his or her fiduciary duty as a
director or an officer of any member of the Company Group or (C) any
payment by the Investor or its Affiliates  in
connection with any of the foregoing in this Section 2(a)(ii);


in each case including but not limited to any and all
fees, costs and Expenses (including without limitation fees and disbursements
of attorneys and other professional advisers) incurred by or on behalf of any
Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement or the  Transaction
Fee Agreement.


(b)           Without in any way
limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees,
jointly and severally, to indemnify, defend and hold harmless each Indemnitee
from and against any and all Obligations resulting from, arising out of or in
connection with, based upon or relating to liabilities under the Securities
Act, the Exchange Act or any other applicable securities or other laws, rules
or regulations in connection with (i) the inaccuracy or breach of
or default under any representation, warranty, covenant or agreement in any
Related Document, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any Related Document or (iii) any
omission or alleged omission to state in any Related Document a material fact
required to be stated therein or necessary to make the statements therein not
misleading.  Notwithstanding the
foregoing, the Indemnifying Parties shall not be obligated to indemnify such
Indemnitee from and against any such Obligation to the 



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extent that
such Obligation arises out of or is based upon an untrue statement or omission
made in such Related Document in reliance upon and in conformity with written
information furnished to the Indemnifying Parties, as the case may be, in an
instrument duly executed by such Indemnitee and specifically stating that it is
for use in the preparation of such Related Document.


(c)           Without limiting the
foregoing, in the event that any Proceeding is initiated by an Indemnitee or
any member of the Company Group to enforce or interpret this Agreement or any
rights of such Indemnitee to indemnification or advancement of expenses (or
related Obligations of such Indemnitee) under any member of the Company Group’s
certificate of incorporation or bylaws, any other agreement to which Indemnitee
and any member of the Company Group are party, any vote of directors of any
member of the Company Group, the Delaware General Corporate Law, any other
applicable law or any liability insurance policy, the Indemnifying Parties
shall indemnify such Indemnitee against all costs and Expenses incurred by such
Indemnitee or on such Indemnitee’s behalf (including by Investor or its Affiliates
for all costs and Expenses incurred by such Person) in connection with such
Proceeding, whether or not such Indemnitee is successful in such Proceeding,
except to the extent that the court presiding over such Proceeding determines
that material assertions made by such Indemnitee in such proceeding were in bad
faith or were frivolous.


3.             Contribution.


(a)           If for any reason the
indemnity provided for in Section 2(a) is unavailable or is insufficient to
hold harmless any Indemnitee from any of the Obligations covered by such
indemnity, then the Indemnifying Parties, jointly and severally, shall
contribute to the amount paid or payable by such Indemnitee as a result of such
Obligation in such proportion as is appropriate to reflect (i) the
relative fault of each member of the Company Group, on the one hand, and such
Indemnitee, on the other, in connection with the state of facts giving rise to
such Obligation, (ii) if such Obligation results from, arises out
of, is based upon or relates to the Transactions or any Securities Offering,
the relative benefits received by each member of the Company Group, on the one
hand, and such Indemnitee, on the other, from such Transaction or Securities
Offering and (iii) if required by applicable law, any other relevant
equitable considerations.


(b)           If for any reason the
indemnity specifically provided for in Section 2(b) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations
covered by such indemnity, then the Indemnifying Parties, jointly and
severally, shall contribute to the amount paid or payable by such Indemnitee as
a result of such Obligation in such proportion as is appropriate to reflect (i) the
relative fault of each of the members of the Company Group, on the one hand,
and such Indemnitee, on the other, in connection with the information contained
in or omitted from any Related Document, which inclusion or omission resulted
in the inaccuracy or breach of or default 



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under any
representation, warranty, covenant or agreement therein, or which information
is or is alleged to be untrue, required to be stated therein or necessary to
make the statements therein not misleading, (ii) the relative
benefits received by the members of the Company Group, on the one hand, and
such Indemnitee, on the other, from such Transaction or Securities Offering and
(iii) if required by applicable law, any other relevant equitable
considerations.


(c)           For purposes of Section
3(a), the relative fault of each member of the Company Group, on the one hand,
and of an Indemnitee, on the other, shall be determined by reference to, among
other things, their respective relative intent, knowledge, access to
information and opportunity to correct the state of facts giving rise to such
Obligation.  For purposes of Section
3(b), the relative fault of each of the members of the Company Group, on the
one hand, and of an Indemnitee, on the other, shall be determined by reference
to, among other things, (i) whether the included or omitted
information relates to information supplied by the members of the Company
Group, on the one hand, or by such Indemnitee, on the other, (ii) their
respective relative intent, knowledge, access to information and opportunity to
correct such inaccuracy, breach, default, untrue or alleged untrue statement,
or omission or alleged omission, and (iii) applicable law.  For purposes of Section 3(a) or 3(b), the
relative benefits received by each member of the Company Group, on the one
hand, and an Indemnitee, on the other, shall be determined by weighing the
direct monetary proceeds to the Company Group, on the one hand, and such
Indemnitee, on the other, from such Transaction or Securities Offering.


(d)           The parties hereto
acknowledge and agree that it would not be just and equitable if contributions pursuant
to Section 3(a) or 3(b) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to in such respective Section.  No Indemnifying Party shall be liable under Section
3(a) or 3(b), as applicable, for contribution to the amount paid or payable by
any Indemnitee except to the extent and under such circumstances such
Indemnifying Party would have been liable to indemnify, defend and hold
harmless such Indemnitee under the corresponding Section 2(a) or 2(b), as
applicable, if such indemnity were enforceable under applicable law.  No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the event that
such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) in connection with such Obligation and the Indemnifying Parties are not
guilty of such fraudulent misrepresentation.


4.             Indemnification
Procedures.


(a)           Whenever any Indemnitee
shall have actual knowledge of the assertion of a Claim against it, such
Indemnitee shall notify the appropriate member of the Company 



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Group in
writing of the Claim (the “Notice of Claim”) with reasonable promptness
after such Indemnitee has such knowledge relating to such Claim; provided
the failure or delay of such Indemnitee to give such Notice of Claim shall not
relieve any Indemnifying Party of its indemnification obligations under this
Agreement except to the extent that such omission results in a failure of
actual notice to it and it is materially injured as a result of the failure to
give such Notice of Claim.  The Notice of
Claim shall specify all material facts known to such Indemnitee relating to
such Claim and the monetary amount or an estimate of the monetary amount of the
Obligation involved if such Indemnitee has knowledge of such amount or a
reasonable basis for making such an estimate. 
The Indemnifying Parties shall, at their expense, undertake the defense
of such Claim with attorneys of their own choosing reasonably satisfactory in
all respects to such Indemnitee, subject to the right of such Indemnitee to
undertake such defense as hereinafter provided. 
An Indemnitee  may
participate in such defense with counsel of such Indemnitee’s choosing at the
expense of the Indemnifying Parties.  In
the event that the Indemnifying Parties do not undertake the defense of the
Claim within a reasonable time after such Indemnitee has given the Notice of
Claim, or in the event that such Indemnitee shall in good faith determine that
the defense of any claim by the Indemnifying Parties is inadequate or may
conflict with the interest of any Indemnitee (including without limitation,
Claims brought by or on behalf of any member of the Company Group), such
Indemnitee may, at the expense of the Indemnifying Parties and after giving
notice to the Indemnifying Parties of such action, undertake the defense of the
Claim and compromise or settle the Claim, all for the account of and at the
risk of the Indemnifying Parties.  In the
defense of any Claim against an Indemnitee, no Indemnifying Party shall, except
with the prior written consent of such Indemnitee, consent to entry of any
judgment or enter into any settlement that includes any injunctive or other
non-monetary relief or any payment of money by such Indemnitee, or that does
not include as an unconditional term thereof the giving by the Person or Persons
asserting such Claim to such Indemnitee of an unconditional release from all
liability on any of the matters that are the subject of such Claim and an
acknowledgement that Indemnitee denies all wrongdoing in connection with such
matters.  The Indemnifying Parties shall
not be obligated to indemnify Indemnitee against amounts paid in settlement of
a Claim if such settlement is effected by such Indemnitee without the prior
written consent of the Company (on behalf of all Indemnifying Parties), which
shall not be unreasonably withheld.  In
each case, each Indemnitee seeking indemnification hereunder will cooperate
with the Indemnifying Parties, so long as an Indemnifying Party is conducting
the defense of the Claim, in the preparation for and the prosecution of the
defense of such Claim, including making available evidence within the control
of such Indemnitee, as the case may be, and persons needed as witnesses who are
employed by such Indemnitee, as the case may be, in each case as reasonably
needed for such defense and at cost, which cost, to the extent reasonably
incurred, shall be paid by the Indemnifying Parties.


(b)           An Indemnitee shall
notify the Indemnifying Parties in writing of the amount requested for advances
(“Notice of Advances”).  The
Indemnifying Parties 



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hereby agree
to advance reasonable costs and Expenses incurred by any Indemnitee in
connection with any Claim (but not for any Claim initiated or brought
voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c))
in advance of the final disposition of such Claim without regard to whether
Indemnitee will ultimately be entitled to be indemnified for such costs and
expenses upon receipt of an undertaking by or on behalf of such Indemnitee to
repay amounts so advanced if it shall ultimately be determined in a decision of
a court of competent jurisdiction from which no appeal can be taken that such
Indemnitee is not entitled to be indemnified by the Indemnifying Parties as
authorized by this Agreement.  The
Indemnifying Parties shall make payment of such advances no later than 10 days
after the receipt of the Notice of Advances.


(c)           An Indemnitee shall
notify the Indemnifying Parties in writing of the amount of any Claim actually
paid by such Indemnitee (the “Notice of Payment”).  The amount of any Claim actually paid by such
Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase
Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from
the date the Indemnifying Parties receive the Notice of Payment to the date on
which any Indemnifying Party shall repay the amount of such Claim plus interest
thereon to such Indemnitee.  The
Indemnifying Parties shall make indemnification payments to the such Indemnitee
no later than 30 days after receipt of the Notice of Payment.


(d)           Determination.  The members of the Company Group intend that
Indemnitee shall be indemnified to the fullest extent permitted by law as
provided in Section 2 and that no Determination shall be required in connection
with such indemnification.  In no event
shall a Determination be required in connection with advancement of Expenses
pursuant to Section 4(b) or in connection with indemnification for expenses
incurred as a witness or incurred in connection with any Claim or portion thereof
with respect to which an Indemnitee has been successful on the merits or
otherwise.  Any decision that a
Determination is required by law in connection with any other indemnification
of an Indemnitee, and any such Determination, shall be made within 30 days
after receipt of a Notice of Claim, as follows:


(i)            if
no Change in Control has occurred, (x) by a majority vote of the
directors of the Indemnifying Parties who are not parties to such Claim, even
though less than a quorum, or (y) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (z) if there are no such directors, or if such directors so direct,
by Independent Legal Counsel in a written opinion to the Indemnifying Party and
such Indemnitee; and


(ii)           if
a Change in Control has occurred, by Independent Legal Counsel in a written
opinion to the Indemnifying Parties (or their successors) and such Indemnitee.



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The Indemnifying Parties shall pay all expenses
incurred by Indemnitee in connection with a Determination.


(e)           Independent Legal
Counsel.  If there has not been
a Change in Control, Independent Legal Counsel shall be selected by the
board of directors of the Company and approved by Indemnitee (which approval
shall not be unreasonably withheld or delayed). 
If there has been a Change in Control, Independent Legal Counsel
shall be selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld or delayed). 
The Indemnifying Parties shall pay the fees and expenses of Independent
Legal Counsel and indemnify Independent Legal Counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to its
engagement.


(f)            Consequences of
Determination; Remedies of Indemnitee. 
The Indemnifying Parties shall be bound by and shall have no right to
challenge a Favorable Determination.  If
an Adverse Determination is made, or if for any other reason the Indemnifying
Parties do not make timely indemnification payments or advances of expenses,
Indemnitee shall have the right to commence a Proceeding before a court of
competent jurisdiction to challenge such Adverse Determination and/or to
require the Indemnifying Parties to make such payments or advances.  An Indemnitee shall be entitled to be
indemnified for all Expenses incurred in connection with such a Proceeding in
accordance with Section 2 and to have such Expenses advanced by the Company in
accordance with Section 4(b).  If an
Indemnitee fails to timely challenge an Adverse Determination, or if an
Indemnitee challenges an Adverse Determination and such Adverse Determination
has been upheld by a final judgment of a court of competent jurisdiction from
which no appeal can be taken, then, to the extent and only to the extent
required by such Adverse Determination or final judgment, the Indemnifying
Parties shall not be obligated to indemnify or advance expenses to such
Indemnitee under this Agreement.


(g)           Presumptions; Burden
and Standard of Proof.  In connection
with any Determination, or any review of any Determination, by any person,
including a court:


(i)            It
shall be a presumption that a Determination is not required.


(ii)           It
shall be a presumption that an Indemnitee has met the applicable standard of
conduct and that indemnification of such Indemnitee is proper in the
circumstances.


(iii)          The
burden of proof shall be on the Indemnifying Parties to overcome the
presumptions set forth in the preceding clauses (i) and (ii), and each 



 12
 









such presumption shall only be overcome if
the Indemnifying Parties establish that there is no reasonable basis to support
it.


(iv)          The
termination of any Proceeding by judgment, order, finding, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall
not create a presumption that indemnification is not proper or that an
Indemnitee did not meet the applicable standard of conduct or that a court
has determined that indemnification is not permitted by this Agreement or
otherwise.


(v)           Neither
the failure of any person or persons to have made a Determination nor an
Adverse Determination by any person or persons shall be a defense to an
Indemnitee’s claim or create a presumption that an Indemnitee did not meet the
applicable standard of conduct, and any Proceeding commenced by an Indemnitee
pursuant to Section 4(f) shall be de novo
with respect to all determinations of fact and law.


5.             Certain
Covenants.  The rights of each
Indemnitee to be indemnified under any other agreement, document, certificate
or instrument or applicable law are independent of and in addition to any
rights of such Indemnitee to be indemnified under this Agreement.  The rights of each Indemnitee and the
obligations of the Indemnifying Parties hereunder shall remain in full force
and effect regardless of any investigation made by or on behalf of such
Indemnitee.  Following the Transactions,
each of the Company Entities, and each of their corporate successors, shall
implement and maintain in full force and effect any and all corporate charter
and by-law provisions that may be necessary or appropriate to enable it to
carry out its obligations hereunder to the fullest extent permitted by
applicable law, including without limitation a provision of its certificate of
incorporation (or comparable organizational document under its jurisdiction of
incorporation) eliminating liability of a director for breach of fiduciary duty
to the fullest extent permitted by applicable law, as amended from time to
time.  So long as the Company or any other
member of the Company Group maintains liability insurance for any directors,
officers, employees or agents of any such Person, the Indemnifying Parties
shall ensure that each Indemnitee serving in such capacity is covered by such
insurance in such a manner as to provide Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company’s and the
Company Group’s then current directors and officers.  For the avoidance of doubt, this Agreement
shall not cover or apply with respect to any Indemnitee in its or its
Affiliates’ capacity as (i) a provider of Debt Financing (or as agents for the
lenders thereunder) or in the performance of services pursuant to (x) the
Engagement Letter, dated March 18, 2007, among CDRSVM Acquisition Co., Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Banc of America
Securities LLC or (y) the Engagement Letter, dated April 9, 2007, among CDRSVM
Acquisition Co., Inc., Citigroup Global Markets Inc., J.P. Morgan Securities
Inc., Banc of America Securities LLC, Goldman, Sachs & Co., and Morgan 



 13
 









Stanley & Co.,
Incorporation, it being understood that the performance of such services will
be subject to the separate indemnification provisions of the Debt Financing
and/or those engagement letters or (ii) a provider of financial advisory
services to the Company in connection with the Merger pursuant to  the Engagement Letter, dated March 26, 2007, between the
Company and J.P. Morgan Securities Inc.


6.             Notices.  All notices and other communications
hereunder shall be in writing and shall be delivered by certified or registered
mail (first class postage prepaid and return receipt requested), telecopier,
overnight courier or hand delivery, as follows:


(a)  If to any Company Entity,
to:


ServiceMaster Global
Holdings, Inc.


c/o Clayton, Dubilier & Rice Fund VII, L.P.


1403 Foulk Road, Suite 106


Wilmington, Delaware 
19803


Attention: 
David H. Wasserman


Facsimile:  (302) 427-7398


with a copy to (which shall not constitute
notice):


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York  10152

Attention:  Mr. David H. Wasserman

Facsimile:  (212) 893-7061


with a copy to (which shall not constitute
notice) each other Committing Investor.


(b) 
If to the Investor, to:


J.P. Morgan
Ventures Corporation

270 Park Avenue

New York, New York, 10017

Attention: Lisa Fitzgerald, Vice President

Facsimile: (212) 270-0819


With a copy
to (which shall not constitute notice):


Simpson
Thacher & Bartlett LLP



 14
 









425 Lexington
Avenue


New York, New
York 10017


Attention:
John C. Ericson, Esq.


Facsimile: (212) 455-2502


or to such other address or such other person as the
Company Entities or the Investor, as the case may be, shall have designated by
notice to the other parties hereto.  All
communications hereunder shall be effective upon receipt by the party to which
they are addressed.  A copy of any notice
or other communication given under this Agreement shall also be given to:


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York  10022

Attention:  Franci J. Blassberg, Esq.

Facsimile:  (212) 909-6836


7.             Arbitration


(a)           Any dispute, claim or
controversy arising out of, relating to, or in connection with this contract,
or the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this agreement to
arbitrate, shall be finally determined by arbitration.  The arbitration shall be administered by
JAMS.  If the disputed claim or
counterclaim exceeds $250,000, not including interest or attorneys’ fees, the
JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive
Rules”) in effect at the time of the arbitration shall govern the
arbitration, except as they may be modified herein or by mutual written
agreement of the parties.  If no disputed
claim or counterclaim exceeds $250,000, not including interest or attorneys’
fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS
Streamlined Rules”) in effect at the time of the arbitration shall govern
the arbitration, except as they may be modified herein or by mutual written
agreement of the parties.


(b)           The seat of the
arbitration shall be New York, New York. 
The parties submit to jurisdiction in the state and federal courts of
the State of New York for the limited purpose of enforcing this agreement to
arbitrate.


(c)           The arbitration shall
be conducted by one neutral arbitrator unless the parties agree otherwise.  The parties agree to seek to reach agreement
on the identity of the arbitrator within thirty (30) days after the initiation
of arbitration.  If the parties are
unable to reach agreement on the identity of the arbitrator within such time,
then the appointment of the arbitrator shall be made in accordance with the
process set forth in JAMS Comprehensive Rule 15.



 15
 









(d)           The arbitration award
shall be in writing, state the reasons for the award, and be final and binding
on the parties.  The arbitrator may, in
the award, allocate all or part of the costs of the arbitration, including the
fees of the arbitrator and the attorneys’ fees of the prevailing party.  Judgment on the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the relevant
party or its assets.  Notwithstanding
applicable state law, the arbitration and this agreement to arbitrate shall be
governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.


(e)           The parties agree that
the arbitration shall be kept confidential and that the existence of the
proceeding and any element of it (including but not limited to any pleadings,
briefs or other documents submitted or exchanged, any testimony or other oral
submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS,
the parties, their counsel, accountants and auditors, insurers and re-insurers,
and any person necessary to the conduct of the proceeding.  The confidentiality obligations shall not
apply (i) if disclosure is required by law, or in judicial or
administrative proceedings, or (ii) as far as disclosure is necessary to
enforce the rights arising out of the award.


8.             Governing
Law; Jurisdiction, Waiver of Jury Trial. 
This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the law of the State of New York, regardless of
the law that might be applied under principles of conflict of laws to the
extent such principles would require or permit the application of the laws of
another jurisdiction.


9.             Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.


10.           Successors;
Binding Effect.  Each Indemnifying
Party will require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business and assets of such Indemnifying Party, by agreement in form and
substance satisfactory to the Investor and its counsel, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
such Indemnifying Party would be required to perform if no such succession had
taken place.  This Agreement shall be
binding upon and inure to the benefit of each party hereto and its successors
and permitted assigns, and each other Indemnitee, but neither this Agreement
nor any right, interest or obligation hereunder shall be assigned, whether by
operation of law or otherwise, by the Company without the prior written consent
of the Investor.


11.           Miscellaneous.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This
Agreement is not intended to confer any right or remedy hereunder upon any Person
other than each of the parties hereto and their respective successors and 



 16
 









permitted assigns and
each other Indemnitee.  No amendment,
modification, supplement or discharge of this Agreement, and no waiver
hereunder shall be valid and binding unless set forth in writing and duly
executed by the party or other Indemnitee against whom enforcement of the
amendment, modification, supplement or discharge is sought.  Neither the waiver by any of the parties
hereto or any other Indemnitee of a breach of or a default under any of the
provisions of this Agreement, nor the failure by any party hereto or any other
Indemnitee on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right, powers or privilege hereunder, shall be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any provisions hereof, or any rights, powers or privileges
hereunder.  The rights, indemnities and
remedies herein provided are cumulative and are not exclusive of any rights,
indemnities or remedies that any party or other Indemnitee may otherwise have
by contract, at law or in equity or otherwise. 
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.


[The remainder of this page has been left blank
intentionally.]



 17















IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by their authorized representatives as of the date
first above written.


	
  

  	
   

  	
  J.P. MORGAN VENTURES 

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Lisa Fitzgerald

  
	
   

  	
   

  	
   

  	
  Name: Lisa Fitzgerald

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 













 


	
  

  	
   

  	
  SERVICEMASTER GLOBAL 

  
	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President, Treasurer,

  
	
   

  	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SERVICEMASTER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Eric Zarnikow

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Eric Zarnikow

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President &

  
	
   

  	
   

  	
   

  	
   

  	
  Treasurer