American Home Shield 2007 Annual Report Download - page 137

accounts are limited to the securities of ServiceMaster. NCM has acquired shares of Common Stock of ServiceMaster on behalf of
these managed accounts and has the power to vote and dispose of such shares pursuant to the account management agreements. In
addition, NCM and Starboard Value and Opportunity Master Fund Ltd. are parties to an arrangement pursuant to which NCM
receives a fee equal to 8.5% of the net profits of Starboard and its affiliates derived from their investment in ServiceMaster.
Pursuant to letter agreements dated February 15, 2007, Newcastle agreed to indemnify each of Messrs. Schwarz, Risher,
Booth and Leatherman against any and all claims of any nature arising from the solicitation of proxies from ServiceMaster's
stockholders at the Annual Meeting and any related transactions.
Other than as stated above, there are no arrangements or understandings between Newcastle and each Nominee or any other
person or persons pursuant to which the nomination of the Nominees and submission of the business proposal described herein are
to be made.
Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no Nominee has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially
owns any securities of ServiceMaster; (iii) no Nominee owns any securities of ServiceMaster which are owned of record but not
beneficially; (iv) no Nominee has purchased or sold any securities of ServiceMaster during the past two years; (v) no Nominee is,
or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities
of ServiceMaster, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vi) no associate of any Nominee owns
beneficially, directly or indirectly, any securities of ServiceMaster; (vii) no Nominee owns beneficially, directly or indirectly, any
securities of any parent or subsidiary of ServiceMaster; (viii) no Nominee or any of his associates was a party to any transaction, or
series of similar transactions, since the beginning of ServiceMaster's last fiscal year, or is a party to any currently proposed
transaction, or series of similar transactions, to which ServiceMaster or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (ix) no Nominee or any of his associates has any arrangement or understanding with any
person with respect to any future employment by ServiceMaster or its affiliates, or with respect to any future transactions to which
ServiceMaster or any of its affiliates will or may be a party; and (x) no person, including the Nominees, who is a party to an
arrangement or understanding pursuant to which the Nominees are proposed to be elected has a substantial interest, direct or
indirect, by security holdings or otherwise in any matter to be acted on at the Annual Meeting.
Please address any correspondence to Newcastle Partners, L.P., Attention: Mark E. Schwarz, telephone [phone],
facsimile [phone] (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower,
65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone [phone], facsimile (212)
451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors or
the submission of business proposals to the ServiceMaster Board are legal, valid or binding, and Newcastle reserves the right to
challenge their validity.