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, 2004.

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. 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:

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.

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=100 (or 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 based upon the most recent CPI then available for a 12-month comparison. 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. Further, Executive shall not be eligible to participate in the Rural/Metro Management Incentive Program (MIP) or any similar or successor plan.

On the Effective Date, Rural/Metro shall pay Executive a sum (the Retention Bonus) equal to $1,000,000 plus an additional amount in cash equal to the sum of all taxes including, without limitation, any federal, state and local income taxes, payable by Executive as a result of the receipt of the Retention Bonus. The purpose of the Retention Bonus is to provide additional encouragement for Executive to maintain the employment relationship during the entire term of this Agreement. If, nevertheless, Executive terminates the employment relationship without Good Reason (as defined in Section 6A), or Rural/Metro terminates the employment relationship for Cause (as defined in Section 5A), Executive shall pay Rural/Metro an amount equal to the Retention Bonus. If Executive terminates the employment relationship with Good Reason, or Rural/Metro terminates the employment relationship without Cause or due to Disability (as defined in Section 7), Executive shall pay Rural/Metro that fraction of the Retention Bonus having a numerator equal to the number of days between the termination date and December 31, 2010, and a denominator of 2,555. Any payment required from Executive pursuant to this Section 3 shall be made in a lump sum, in the full amount, not later than thirty (30) days after the effective date of termination. Amounts payable under this Section 3 that are delinquent shall bear interest at the prime lending rate of Citibank, N.A., as published in the Wall Street Journal on the close of business on the last business day prior to the date payment was due hereunder (Interest Rate). Executives receipt of the Retention Bonus shall be taken into account in evaluating the level of Executives participation and award, if any, in any future equity incentive programs established by Rural/Metro.

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