EMPLOYMENT AGREEMENT

This Employment Agreement (Agreement) is made and entered into by and between JACK BRUCKER (Executive) and RURAL/METRO CORPORATION, its subsidiaries, affiliates, joint ventures and partnerships (Rural/Metro). The Effective Date of this Agreement is January 1, 2005.

R E C I T A L S

A. The Board of Directors of Rural/Metro believes it is in the best interests of Rural/Metro to employ Executive as the President and Chief Executive Officer of Rural/Metro. The Board of Directors believes that Executive has been, is and is expected to continue to be, a key contributor to the success of Rural/Metro. Due to Executives experience as the Chief Executive Officer, President and the former Chief Operating Officer of Rural/Metro, Executive has particular skills and knowledge that the Board of Directors believes is imperative to retain for the benefit of Rural/Metro, its customers and all of its financial stakeholders.

B. In view of recent changes in the marketplace in which Rural/Metro competes and other factors deemed relevant by its Board of Directors, Rural/Metro has decided to offer Executive an amended and restated employment agreement, the terms and provisions of which are set forth below. Rural/Metro and Executive each desire to enter into this Agreement and, by doing so, mutually establish and maintain a meaningful long-term commitment to each other based upon the terms and provisions herein.

NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. POSITION AND DUTIES.

Executive will be employed as the President and Chief Executive Officer of Rural/Metro and shall report only to the Board of Directors of Rural/Metro (the Board). Executive shall perform the duties of his position, as determined by the Board, in accordance with the policies, practices and bylaws of Rural/Metro. Executive shall serve Rural/Metro faithfully, loyally, honestly and to the best of his ability. Executive will devote his best efforts to the performance of his duties for, and in the business and affairs of, Rural/Metro. Rural/Metro reserves the right, in its sole discretion, to change or modify Executives position, title and duties during the term of this Agreement, subject to Executives rights under Section 6.

2. COMPENSATION.

As of the Effective Date, Executives annual compensation will be $1,200,000 (Base Salary). The Base Salary shall be adjusted annually for increases (but not decreases) in the 12-month percent change in the Consumer Price Index maintained by the US Department of Labors Bureau of Labor Statistics (BLS) for the following Consumer Price Index (CPI): population coverage is CPI-U; area coverage is Unadjusted US City Average; series title is All Items; and base period index is 1982-1984=l00 (or, if the foregoing is no longer available, such other more recent base period index that is maintained by the BLS and that will permit a fair and reasonable analysis of the 12-month percent change). Such adjustment to Executives Base Salary shall be made effective January 1 of each year (commencing January 1, 2006) based upon a comparison of the CPI for the September immediately preceding the effective date of the adjustment (initially, September 2005) to the CPI for the September of the preceding year (initially, September 2004). Executives Base Salary will be paid in substantially equal periodic installments as determined by Rural/Metro. Except as provided in the second sentence of this Section, it is the specific intention of the parties that the Base Salary shall not be increased during the term of this Agreement.

Throughout the term of this Agreement, Executive shall be eligible to participate in the Rural/Metro Management Incentive Program (MIP) and to receive additional compensation based upon Rural/Metros actual net income from continuing operations each fiscal year (as determined from Rural/Metros annual audited financial statements) as compared to the annual budget approved by the Board of Directors for such fiscal year, in the potential amount indicated in the table immediately below:

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