8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2003

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8401 East Indian School Road Scottsdale, Arizona	85251
(Address of Principal Executive Offices)	(Zip Code)

(480) 994-3886

(Registrant’s telephone number, including area code)

Item 5. Other Events and Required FD Disclosure.

As previously announced in our September 29, 2003 press release, Rural/Metro Corporation, a Delaware corporation (the “Company”), entered into a Reaffirmation and First Amendment to Second Amended and Restated Credit Agreement dated as of September 26, 2003 with our bank lenders which, among other provisions, extended the maturity date of the facility from December 31, 2004 through December 31, 2006, required no principal payments until maturity; waived all previous non-compliance, and required the issuance to the lenders an 11% equity stake in the Company through a grant of 283,979 shares of Series C preferred that are convertible into the Company’s common shares, pending stockholder approval of an increase in the number of authorized common shares.

Item 7C. Exhibits

3.1(a)	Second Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 18, 1995, as amended by the Certificate of Designation, Preferences, and Rights of Series C Preferred Stock filed with the Secretary of State of Delaware on September 26, 2003.
3.1(d)	Amendment No. 2 dated as of September 26, 2003 to the Rights Agreement dated as of August 23, 1995 between the Company and Computershare Trust Company, Inc. (successor to American Securities Transfer, Inc.), the Rights Agent
4.5(a)	Amendment to the Registration Rights Agreement dated as of September 26, 2003 by and among the Company, Tennenbaum & Co., LLC, General Electric Capital Corporation, Highland Crusader Offshore Partners, L.P., Cerberus Partners, L.P., and Pam Capital Funding LP.
10.67	Reaffirmation and First Amendment to Second Amended and Restated Credit Agreement dated as of September 26, 2003 by and among the Company as borrower, certain of its subsidiaries as guarantors, the lenders referred to therein, and Wachovia Bank, National Association, as agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: October 1, 2003	By:	/s/    JOHN S. BANAS III
		John S. Banas III Senior Vice President

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1(a)	Second Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 18, 1995, as amended by the Certificate of Designation, Preferences, and Rights of Series C Preferred Stock filed with the Secretary of State of Delaware on September 26, 2003.
3.1(d)	Amendment No. 2 dated as of September 26, 2003 to the Rights Agreement dated as of August 23, 1995 between the Company and Computershare Trust Company, Inc. (successor to American Securities Transfer, Inc.), the Rights Agent.
4.5(a)	Amendment to the Registration Rights Agreement dated as of September 26, 2003 by and among the Company, Tennenbaum & Co., LLC, General Electric Capital Corporation, Highland Crusader Offshore Partners, L.P., Cerberus Partners, L.P., and Pam Capital Funding LP.
10.67	Reaffirmation and First Amendment to Second Amended and Restated Credit Agreement dated as of September 26, 2003 by and among the Company as borrower, certain of its subsidiaries as guarantors, the lenders referred to therein, and Wachovia Bank, National Association, as agent.

EX-3.1(A)

Exhibit 3.1(a)

SECOND RESTATED CERTIFICATE OF INCORPORATION

OF

RURAL/METRO CORPORATION

1. The name of the corporation (which is hereinafter referred to as the “Corporation”) is RURAL/METRO CORPORATION.

2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 26, 1993, under the name RURAL/METRO CORPORATION, and a Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 21, 1993.

3. This Second Restated Certificate of Incorporation has been duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation, duly adopted by the stockholders of the Corporation at a meeting duly called, and duly executed and acknowledged by the officers of the Corporation in accordance with the provisions of Sections 103 and 245 of the General Corporation Law of the State of Delaware and, restates and integrates the provisions of the Restated Certificate of Incorporation of the Corporation and, upon filing with the Secretary of State in accordance with Section 103, shall thenceforth supersede the Restated Certificate of Incorporation and all amendments thereto, and shall, as it may thereafter be amended in accordance with its terms and applicable law, be the Certificate of Incorporation of the Corporation.

4. The text of the Restated Certificate of Incorporation of the Corporation is hereby restated to read in its entirety as follows:

ARTICLE I

Name

The name of the Corporation is: Rural/Metro Corporation

ARTICLE II

Registered Office

The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, and the name of the Corporation’s registered agent at that address is The Corporation Trust Company.

ARTICLE III

Business

The purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “GCL”).

ARTICLE IV

Authorized Capital Stock

The total number of shares of stock that the Corporation shall have the authority to issue is Twenty-five million (25,000,000), consisting of Twenty-three million (23,000,000) shares of Common Stock, par value $.01 per share (“Common Stock”) and Two million (2,000,000) shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the GCL (hereinafter referred to as “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

A. the designation of the series, which may be by distinguishing number, letter or title;

B. the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

C. whether dividends, if any, shall be cumulative or noncumulative and the rights with respect to dividends of the series;

D. dates at which dividends, if any, shall be payable;

E. the redemption rights and price or prices, if any, for shares of the series;

F. the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

G. the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

H. whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the

specification of such other class or series of such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;

I. restrictions on the issuance of shares of the same series or of any other class or series; and

J. the voting rights, if any, of the holders of shares of the series.

The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. The holders of shares of Common Stock shall be entitled to one (1) vote for each such share upon all questions presented generally to the stockholders.

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V

Election of Directors

A. The business and affairs of the Corporation shall be conducted and managed by, or under the direction of, the Board. Subject to any rights to elect directors set forth in any Preferred Stock Designation, the total number of directors constituting the entire Board shall be not less than one (1) nor more than fifteen (15), with the then-designated number of directors being fixed from time to time by or pursuant to a resolution passed by the Board. Members of the Board shall hold office until their successors are elected and qualified or until their earlier death, resignation, disqualification or removal.

B. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

C. Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Restated Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional directors, and subject to the provisions hereof, newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

D. During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation, then upon commencement and for the duration of the period during which such right continues (1) the then otherwise total designated number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors

so provided for or fixed pursuant to said provisions, and (2) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total designated number of directors of the Corporation shall be reduced accordingly.

E. Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation, any director may be removed from office with or without cause only by: (1) the affirmative vote of sixty six and two-thirds percent (66 2/3%) or more of the combined voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class; or (2) the affirmative vote of sixty six and two-thirds percent (66 2/3%) or more of the then serving directors of the Corporation.

ARTICLE VI

Meetings of Stockholders

A. Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, or the Board pursuant to a resolution adopted by the Board. Special meetings of stockholders may not be called by any other person or persons or in any other manner.

B. In addition to the powers conferred on the Board by this Second Restated Certificate of Incorporation and by the GCL, and without limiting the generality thereof, the Board is specifically authorized from time to time, by resolution of the Board without additional authorization by the stockholders of the Corporation, to adopt, amend or repeal the Bylaws of the Corporation, in such form and with such terms as the Board may determine, including, without limiting the generality of the foregoing, Bylaws relating to: (1) regulation of the procedure for submission by stockholders of nominations of persons to be elected to the Board; (2) regulation of the attendance at annual or special meetings of the stockholders of persons other than holders of record or their proxies; and (3) regulation of the business that may properly be brought by a stockholder of the Corporation before an annual or special meeting of stockholders of the Corporation.

ARTICLE VII

Stockholder Consent

No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders, unless the action to be effected by written consent of stockholders and the taking of such action by such written consent have expressly been approved in advance by the Board.

ARTICLE VIII

Limitation of Liability

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE IX

Business Combinations; Fair Price

A. In addition to any affirmative vote required by law or this Second Restated Certificate of Incorporation, and except as otherwise expressly provided in paragraph B of this Article IX:

1. any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined), or (b) any other corporation, partnership or other entity (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder other than a merger enacted in accordance with Section 253 of the GCL or any successor thereof; or

2. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder, including all Affiliates of the Interested Stockholder, of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of ten million dollars ($10,000,000) or more; or

3. the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder, including all Affiliates of the Interested Stockholder, in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of ten million dollars ($10,000,000) or more (other than on a pro rata basis to all holders of Voting

Stock of the same class held by the Interested Stockholder pursuant to a stock split, stock dividend or distribution of warrants or rights and other than in connection with the exercise or conversion of securities exercisable for or convertible into securities of the Corporation of any of its subsidiaries which securities have been distributed pro rata to all holders of Voting Stock); or

4. the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliates of an Interested Stockholder; or

5. any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not an Interested Stockholder is a party thereto) which has the effect, directly or indirectly, of increasing the proportionate share by more than one percent (1%) of the issued and outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which are directly or indirectly owned by any Interested Stockholder or one or more Affiliates of the Interested Stockholder;

shall require the affirmative vote of the holders of at least sixty six and two-thirds percent (66 ²/3%) of the voting power of the then issued and outstanding Voting Stock, as hereinafter defined, voting together as a single class, including the affirmative vote of the holders of at least sixty six and two-thirds percent (66 ²/3%) of the voting power of the then issued and outstanding Voting Stock not Beneficially Owned directly or indirectly by an Interested Stockholder or any Affiliate of any Interested Stockholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be permitted, by law or in any agreement with any national securities exchange or otherwise.

B. The provisions of Section A of this Article IX shall not be applicable to any particular Business Combination (as hereinafter defined), and such Business Combination shall require only such affirmative vote as is required by law or any other provision of this Second Restated Certificate of Incorporation, if the conditions specified in either of the following paragraph 1 or 2 are met:

1. the Business Combination shall have been approved by a majority of the Continuing Directors (as hereinafter defined); or

2. all of the following price and procedural conditions shall have been met:

(a) the aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash, to be received per share by the holders of Common Stock in such Business Combination, shall be at least equal to the highest of the following:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it (A) within the two (2) year period immediately prior to the first public announcement of the proposal of such Business Combination (the

“Announcement Date”), or (B) in the transaction in which it became an Interested Stockholder, whichever is higher;

(ii) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), whichever is higher; and

(iii) (if applicable) the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to paragraph 2(a)(ii) above, multiplied by the ratio of (A) the highest per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it within the two (2) year period immediately prior to the Announcement Date to (B) the Fair Market Value per share of Common Stock on the first day in such two (2) year period upon which the Interested Stockholder acquired any shares of Common Stock; and

(b) the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any other class, other than Common Stock or Excluded Preferred Stock, of issued and outstanding Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph 2(b) shall be required to be met with respect to every such class of issued and outstanding Voting Stock, whether or not the Interested Stockholder has previously acquired any shares of a particular class of Voting Stock):

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it (A) within the two (2) year period immediately prior to the Announcement Date, or (B) in the transaction in which it became an Interested Stockholder, whichever is higher;

(ii) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock arc entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(iii) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher; and

(iv) (if applicable) the price per share equal to the Fair Market Value per share of such class of Voting Stock determined pursuant to paragraph 2(b)(iii) above, multiplied by the ratio of (A) the highest per

share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it within the two (2) year period immediately prior to the Announcement Date to (B) the Fair Market Value per share of such class of Voting Stock on the first day in such two (2) year period upon which the Interested Stockholder acquired any shares of such class of Voting Stock; and

(c) the consideration to be received by holders of a particular class of issued and outstanding Voting Stock (including Common Stock and other than Excluded Preferred Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock (if the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it); and

(d) after such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (i) there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any issued and outstanding preferred stock, except as approved by a majority of the Continuing Directors; (ii) there shall have been no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Continuing Directors; (iii) there shall have been an increase in the annual rate of dividends as necessary fully to reflect any recapitalization (including any reverse stock split), reorganization or any similar reorganization which has the effect of reducing the number of issued and outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors; and (iv) such Interested Stockholder shall not have become the Beneficial Owner of any additional Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder; and

(e) after such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise; and

(f) a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to shareholders of the Corporation at least thirty (30) days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be marked pursuant to such Act or subsequent provisions).

C. For purposes of this Article IX the following terms shall have the following meanings:

1. “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 19, 1993.

2. “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as in effect on May 19, 1993. In addition, a Person shall be the “Beneficial Owner” of any Voting Stock which such Person or any of its Affiliates or Associates has: (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (b) the right to vote pursuant to any agreement, arrangement or understanding (but neither such Person nor any such Affiliate or Associate shall be deemed to be the Beneficial Owner of any shares of Voting Stock solely by reason of a revocable proxy granted for a particular meeting of the stockholders, pursuant to a public solicitation of proxies for such meeting, and with respect to which shares neither such Person nor any such Affiliate of Associate is otherwise deemed the Beneficial Owner).

3. “Business Combination” shall mean any transaction described in any one or more of clauses (1) through (5) of Section A of this Article IX.

4. “Continuing Director” shall mean any member of the Board who is unaffiliated with and is not the Interested Stockholder and was a member of the Board prior to the lime that the Interested Stockholder became an Interested Stockholder, and any director who is thereafter chosen to fill any vacancy on the Board or who is elected and who, in either event, is unaffiliated with the Interested Stockholder and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of Continuing Directors then on the Board.

5. “Excluded Preferred Stock” means any series of Preferred Stock with respect to which a majority of the Continuing Directors have approved a Preferred Stock Designation creating such series that expressly provides that the provisions of this Article IX shall not apply.

6. “Fair Market Value” shall mean: (a) in the case of stock, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange listed stocks, or, if such stock is

not quoted on the composite tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the thirty (30) day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use in its stead, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in accordance with Section D of this Article IX; and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in accordance with Section D of this Article IX.

7. “Interested Stockholder” shall mean any Person to or which:

(a) itself, or along with its Affiliates, is the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the then issued and outstanding Voting Stock; or

(b) is an Affiliate of the Corporation and at any time within the two (2) year period immediately prior to the date in question was itself, or along with its Affiliates, the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the then issued and outstanding Voting Stock; or

(c) is an assignee of or has otherwise succeeded to any Voting Stock which was at any time within the two (2) year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

For the purpose of determining whether a Person is an Interested Stockholder pursuant to paragraph 7 of this Section C, the number of shares of Voting Stock deemed to be issued and outstanding shall include shares deemed owned through application of paragraph 2 of this Section C but shall not include any other shares of Voting Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options or otherwise.

Notwithstanding anything to the contrary contained in this Second Restated Certificate of Incorporation, for purposes of this Second Restated Certificate of Incorporation, the term “Interested Stockholder” shall not, for any purpose, include, and the provisions of Article IX(A) hereof shall not apply to: (a) the Corporation or any Subsidiary; or (b) any employee stock ownership plan of the Corporation or any Subsidiary.

8. In the event of any Business Combination in which the Corporation survives, the phrase “other consideration to be received” as used in paragraphs 2(a) and (b) and paragraph B of this Article IX shall include the shares of Common Stock and/or the shares of any other class of issued and outstanding Voting Stock retained by the holders of such shares.

9. “Person” shall mean any individual, firm, corporation, partnership or other entity.

10. “Subsidiary” shall mean any corporation or other entity of which the Corporation owns, directly or indirectly, securities that enable the Corporation to elect a majority of the board of directors or other persons performing similar functions of such corporation or entity or that otherwise give to the Corporation the power to control such corporation or entity.

11. “Voting Stock” means all issued and outstanding shares of capital stock of the Corporation that pursuant to or in accordance with this Second Restated Certificate of Incorporation are entitled to vote generally in the election of directors of the Corporation, and each reference herein, where appropriate, to a percentage or portion of shares of Voting Stuck shall refer to such percentage or portion of the voting power of such shares entitled to vote. The issued and outstanding shares of Voting Stock shall not include any shares of Voting Stock that may be issuable pursuant to any agreement, or upon the exercise or conversion of any rights, warrants or options or otherwise.

D. The Continuing Directors of the Corporation shall have the power and duty to determine for the purposes of this Article IX, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article IX, including, without limitation: (i) whether a Person is an Interested Stockholder; (ii) the number of shares of Voting Stock beneficially owned by any Person; (iii) whether a Person is an Affiliate or Associate of another; (iv) whether the applicable conditions set forth in paragraph 2 of paragraph B of this Article IX have been met with respect to any Business Combination; (v) the Fair Market Value of stock or other property in accordance with paragraph 6 of paragraph C of this Article IX; and (vi) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of ten million dollars ($10,000,000) or more.

E. No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained in this Article IX shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

ARTICLE X

Amendment of Corporate Documents

A. In addition to any affirmative vote required by applicable law and in addition to any vote of the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation, any alteration, amendment, repeal or rescission (a “Change”) of any provision of this Second Restated Certificate of Incorporation must be approved by at least a majority of the then serving directors and by the affirmative vote of the holders of at least a majority of the combined voting power of the issued and outstanding shares of Voting Stock, voting together as a single class; provided, however, that if any such Change relates to Articles IV, V, VI, VII, VIII, IX, XI or XII hereof or to this Article X, such Change must also be approved by the affirmative vote of the holders of at least sixty six and

two-thirds percent (66 2/3%) of the combined voting power of the issued and outstanding shares of Voting Stock, voting together as a single class.

Subject to the provisions hereof, the Corporation reserves the right at any time, and from time to time, to amend, alter, repeal or rescind any provision contained in this Second Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereinafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Second Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article X.

B. In addition to any affirmative vote required by law, any Change of the Bylaws of the Corporation may be adopted either: (i) by the Board; or (ii) by the stockholders by the affirmative vote of the holders of at least sixty six and two-thirds percent (66 2/3%) of the combined voting power of the issued and outstanding shares of Voting Stock, voting together as a single class.

ARTICLE XI

Board Considerations Upon Significant Events

The Board, when evaluating any (A) tender offer or invitation for tenders, or proposal to make a tender offer or request or invitation for tenders, by another party, for any equity security of the Corporation, or (B) proposal or offer by another party to (1) merge or consolidate the Corporation or any subsidiary with another corporation or other entity, (2) purchase or otherwise acquire all or a substantial portion of the properties or assets of the Corporation or any subsidiary, or sell or otherwise dispose of to the Corporation or any subsidiary all or a substantial portion of the properties or assets of such other party, or (3) liquidate, dissolve, reclassify the securities of, declare an extraordinary dividend of, recapitalized or reorganize the Corporation, shall take into account all factors that the Board deems relevant, including, without limitation, to the extent so deemed relevant, the potential impact on employees, customers, suppliers, partners, joint venturers and other constituents of the Corporation and the communities in which the Corporation operates.

ARTICLE XII

Structure of Board of Directors

A. The Board (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (“Preferred Stock Directors”) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the 1995 meeting of stockholders; Class II directors shall initially serve until the 1996 meeting of stockholders; and Class III directors shall initially serve until the 1997 meeting of stockholders. Commencing with the annual meeting of stockholders in 1995, directors of each class, the term of which shall then expire, shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from

time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

B. Any director chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified or until their earlier death, resignation, disqualification or removal.

IN WITNESS WHEREOF, this Second Restated Certificate of Incorporation has been signed this 17^th day of January, 1995.

RURAL/METRO CORPORATION
By:	/s/    ROBERT H. MANSCHOT
	President

[SEAL]

Attest:

/s/    LOUIS G. JEKEL        

Secretary

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF

RURAL/METRO CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

The undersigned officers of Rural/Metro Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Second Restated Certificate of Incorporation of the said Corporation, the said Board of Directors on August 10, 1995, adopted the following resolution creating a series of 15,000 shares of Preferred Stock designated as Series A Junior Participating Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Second Restated Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 15,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after August

10, 1995 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it. declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and f or the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(ii) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.

(iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (C) (iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after

such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C) (iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C) (ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C) (ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares, of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock;

(iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received 1,000 times the exercise price per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as

appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any Dividend Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Amendment. The Second Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class

Section 11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders’ fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 21^st day of August, 1995.

RURAL/METRO CORPORATION
	/s/    JAMES H. BOLIN
Name:	James H. Bolin
Title:	President

Attest:
By:	/s/    STEVEN M. LEE
Name:	Steven M. Lee
Title:

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF SERIES B PREFERRED STOCK

of

RURAL/METRO CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware Rural/Metro Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151 thereof, does hereby certify that pursuant to the authority conferred upon the Board of Directors by the Second Restated Certificate of Incorporation of the Corporation, the said Board of Directors on September 25, 2002, adopted the following resolution creating three new series of Preferred Stock, par value $.01 per share, designated as Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock and Series B-3 Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Second Restated Certificate of Incorporation, three series of Preferred Stock of the Corporation be and hereby are created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:

Section 1. Designation and Amount. 211,549 shares shall be designated as “Series B-1 Voting Preferred Stock”, 211,549 shares shall be designated as “Series B-2 Non-Voting Preferred Stock” and 211,549 shares shall be designated as “Series B-3 Preferred Stock” (the Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock and Series B-3 Preferred Stock are collectively referred to herein as the “Series B Preferred Stock”). The total number of shares of Series B Preferred Stock the Corporation shall have the authority to issue is 634,647.

Section 2. Dividends and Distributions.

.

(a) The holders of shares of Series B Preferred Stock shall be entitled to receive dividends payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.

(b) No dividends shall be paid on any Common Stock of the Corporation, par value $.01 per share (the “Common Stock”), unless a dividend (including the amount of any dividends paid pursuant to the above provisions of this section) is paid with respect to all outstanding shares of Series B Preferred Stock in an amount for each such share of Series B Preferred Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series B Preferred Stock could then be converted.

(c) The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared

thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights.

(a) Series B-1 Voting Preferred Stock. Each share of Series B-1 Voting Preferred Stock shall entitle the holder thereof to that number of votes equal to the number of shares of Common Stock into which one share of Series B-1 Voting Preferred Stock would then be converted if automatically converted pursuant to Section 8(a) hereof, regardless of whether there were sufficient shares of Common Stock authorized for such conversion, and shall entitle the holder to vote on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise provided herein or by law, the holders of shares of Series B-1 Voting Preferred Stock, the holders of shares of Series B-3 Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Series B-2 Non-Voting Preferred Stock. Except as set forth herein or as otherwise required by law, holders of outstanding shares of the Series B-2 Non-Voting Preferred Stock shall not be entitled to vote on any matter on which the stockholders of the Corporation shall be entitled to vote, and shares of the Series B-2 Non-Voting Preferred Stock shall not be included in determining the number of shares voting or entitled to vote on any such matters; provided, however, that notwithstanding the foregoing, holders of shares of Series B-2 Non-Voting Preferred Stock shall be entitled to vote on any amendment to this Section 3 and on any amendment, repeal or modification of any provision of the Second Restated Certificate of Incorporation of the Corporation that adversely affects the powers, preferences or special rights of the Series B-2 Non-Voting Preferred Stock.

(c) Series B-3 Preferred Stock. Each share of Series B-3 Preferred Stock shall entitle the holder thereof to that number of votes equal to the number of shares of Common Stock into which one share of Series B-3 Preferred Stock would then be converted if automatically converted pursuant to Section 8(a) hereof, regardless of whether there were sufficient shares of Common Stock authorized for such conversion, and shall entitle the holder to vote on all matters submitted to a vote of the stockholders of the Corporation; provided, however, that such number of votes shall automatically be voted, whether at a stockholder meeting or pursuant to an action by written consent, in accordance with the majority of the stockholders of the Corporation, or, if no such majority is obtained, then such votes shall be voted in accordance with the vote of the Board of Directors. Except as otherwise provided herein or by law, the holders of shares of Series B-3 Preferred Stock, the holders of shares of Series B-1 Voting Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of the stockholders of the Corporation.

Section 4. Certain Restrictions.

(a) So long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent by the holders of at least a majority of the then outstanding shares of the Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock and Series B-3 Preferred Stock, voting as one class:

(i) declare or pay dividends on, make any other distributions on, or redeem, purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

(ii) purchase or otherwise acquire for consideration (or pay into or set aside for a sinking fund for such purpose) any shares of Series B Preferred Stock, except in accordance with Section 7;

(iii) authorize, issue or obligate itself to issue shares of any equity security, including securities exercisable into equity securities, which rank senior to or on a parity with the Series B Preferred Stock with respect to rights to receive distributions upon liquidation, with respect to dividends or with respect to redemption or in any other manner;

(iv) increase or decrease the number of authorized shares of Series B-1 Voting Preferred Stock, the Series B-2 Non-Voting Preferred Stock or the Series B-3 Preferred Stock;

(v) redeem, purchase, or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any of the Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares at cost or at cost plus interest upon the occurrence of certain events, such as the termination of employment; or

(vi) amend, alter or repeal any provision of its Second Restated Certificate of Incorporation, by-laws, or the resolution providing for the issuance of the Series B Preferred Stock, or pass any stockholder resolutions, including such action effected by merger or similar transaction in which the Corporation is the surviving corporation, if such amendment or resolution would change any of the rights, preferences or privileges provided for herein for the benefit of any shares of the Series B Preferred Stock.

(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(a) Upon the commencement of any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior and in preference thereto, the holders of shares of Series B

Preferred Stock shall have received their pro rata share of the greater of (i) the amount of money or other consideration to which all of the holders of the Series B Preferred Stock would have been entitled had the Series B Preferred Stock been converted in accordance with Section 8, regardless of whether there were sufficient shares of Common Stock authorized for such conversion, or (ii) if such distribution is to be received by the holders of the Series B Preferred Stock before January 31, 2003, then $10,000,000, if such distribution is to be received by the holders of the Series B Preferred Stock during the period from January 31, 2003 to and including December 31, 2003, then $12,500,000 and if such distribution is to be received by the holders of the Series B Preferred Stock at any time thereafter, then $15,000,000, plus, in the case of both clause (i) and clause (ii), all accrued or declared but unpaid dividends on the Series B Preferred Stock (the “Series B Liquidation Preference”).

(b) In the event that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series B Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

(c) For purposes of this Section 6, (i) any acquisition of the Corporation by means of merger, consolidation or other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a mere reincorporation transaction), (ii) any acquisition by any person or group of persons acting in concert of more than 50% of the voting control of the Corporation, or (iii) a sale of all or substantially all of the assets of the Corporation, shall be treated as a liquidation, dissolution or winding up of the Corporation and shall entitle the holders of Series B Preferred Stock to receive at the closing the amount set forth in Section 6(a); provided, however, that the holders of a majority of the Series B Preferred Stock may determine that the occurrence of any event described in this Section 6(c) shall not be deemed a liquidation, dissolution or winding up of the Corporation.

(d) Written notice of any liquidation, dissolution or winding up of the Corporation (including pursuant to paragraph (c) of this Section 6 stating the payment date or dates and the place where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 days prior to any payment date stated therein, to the holders of record of the shares of Series B Preferred Stock at their address as the same shall appear in the records of the Corporation.

Section 7. Redemption.

(a) Mandatory Redemption. The Corporation shall redeem all outstanding shares of Series B Preferred Stock on December 31, 2004 (the “Mandatory Redemption Date”). All shares of Series B Preferred Stock to be redeemed shall be redeemed by paying to each holder of Series B Preferred Stock its pro rata share of an aggregate amount equal to the greater of (i) $15,000,000, plus accrued dividends, if any, on the Series B Preferred Stock, or (ii) the value of the Common Stock then issuable upon conversion of the Series B Preferred Stock, based on the average closing price of the Common Stock as reported in the Wall Street Journal for the twenty (20) consecutive trading days prior to December 24, 2004 (the “Trading Value”). If the capital of the Corporation

on the Mandatory Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series B Preferred Stock to be redeemed on the Mandatory Redemption Date, the holders of shares of Series B Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full prior to any payments to the holders of Series B Preferred Stock, and any shares of Series B Preferred Stock not so redeemed shall remain issued and outstanding, with all rights and preferences applicable thereto, until such time as such Series B Preferred Stock is redeemed by the Corporation pursuant to this Section 7. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem such shares of Series B Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares of Series B Preferred Stock, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

(b) Redemption Mechanics.

(i) At least 10 days but not more than 30 days prior to the Mandatory Redemption Date, written notice (the “Redemption Notice”) shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Redemption Notice is given) of shares of Series B Preferred Stock, notifying such holder of the redemption and specifying the number of shares of Series B Preferred Stock to be redeemed, the Series B Liquidation Preference, the pro rata portion of the Series B Liquidation Preference per share of Series B Preferred Stock, the number of outstanding shares of Series B Preferred Stock, the Mandatory Redemption Date and the place where said Series B Liquidation Preference or Trading Value, as the case may be, shall be payable. The Redemption Notice shall be addressed to each holder at his or her or its address as shown by the records of the Corporation. On the Mandatory Redemption Date, the Corporation shall be obligated to redeem all of the issued and outstanding shares of Series B Preferred Stock and all funds necessary for such redemption shall be set aside by the Corporation.

(ii) On or before the Mandatory Redemption Date, the Corporation shall deposit the amount of the Series B Liquidation Preference as of December 24, 2004, or the Trading Value, whichever amount is greater, with a nationally recognized bank or trust company with $100,000,000 or more of tangible net assets having an office in the City of New York, designated in the Redemption Notice, irrevocably in trust for the benefit of the holders of Series B Preferred Stock and thereafter each share of Series B Preferred Stock shall be deemed to have been redeemed on the Mandatory Redemption Date, whether or not the certificate for such share of Series B Preferred Stock shall be surrendered for redemption and canceled. Upon surrender to the Corporation by the holder of such share of Series B Preferred Stock of the certificate representing such Series B Preferred Stock, the Corporation shall immediately pay the applicable pro rata portion of the Series B Liquidation Preference or the Trading Value, as the case may be, to such holder. In the event that the capital of the Corporation is insufficient under applicable law to redeem the total number of outstanding shares of Series B Preferred Stock pursuant to Section 7(a) on the Mandatory Redemption Date, the Corporation shall deposit, irrevocably in trust for the

benefit of the holders of Series B Preferred Stock, such amount as is legally available for redemption of such shares on the Mandatory Redemption Date.

Section 8. Conversion.

(a) Forced Conversion. The Corporation shall have the right, exercisable at any time prior to December 31, 2004 and upon at least 10 days but not more than 30 days prior written notice (the “Conversion Notice”), to cause all, but not less than all, of the then outstanding shares of Series B Preferred Stock to be converted into such number of fully paid and nonassessable shares of the Common Stock of the Corporation as is obtained by multiplying the number of shares of Series B Preferred Stock to be so converted by the quotient, the numerator of which is ten multiplied by $2.55 (the “Original Price”) and the denominator of which is the Series B Preferred Stock Conversion Price as last adjusted and in effect at the date any share or shares of Series B Preferred Stock are surrendered for conversion.

(b) Series B Preferred Stock Conversion Price.

(i) The initial “Series B Preferred Stock Conversion Price” shall be the Original Price. In order to prevent dilution of the conversion rights granted under this Section 8, the Series B Preferred Stock Conversion Price will be subject to adjustment from time to time pursuant to this Section 8(b).

(ii) Except as provided below, if and whenever the Corporation shall issue or sell, or in accordance with Section 8(b)(vi) is deemed to have issued or sold, any shares of its Common Stock without consideration or for a consideration per share less than the Fair Market Value on the date of such issuance or sale, then the Series B Preferred Stock Conversion Price shall be determined by multiplying (A) the Series B Preferred Stock Conversion Price in effect on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such sale or issuance and (2) the number of shares of Common Stock calculated by dividing the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued (or into or for which the rights, options, warrants or other securities are convertible, exercisable or exchangeable) by the Fair Market Value, and the denominator of which shall be the sum of (x) the total number of shares of Common Stock Deemed Outstanding immediately prior to such sale or issue and (y) the number of additional shares of Common Stock issued (or into or for which the rights, options, warrants or other securities may be converted, exercised or exchanged). In case any portion of the consideration to be received by the Corporation shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors.

(iii) If the Corporation at any time subdivides (by any stock split, stock split-up, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of its Common Stock into a greater number of shares, the Series B Preferred Stock Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of its Common Stock, the Series B Preferred Stock Conversion Price in effect immediately prior to such combination will be proportionately increased.

(iv) If the Corporation at any time subdivides (by any stock split, stock split-up; stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of its Series B Preferred Stock into a greater number of shares, the Series B Preferred Stock Conversion Price in effect immediately prior to such subdivision will be proportionately increased, and if the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of its Series B Preferred Stock, the Series B Preferred Stock Conversion Price in effect immediately prior to such combination will be proportionately reduced.

(v) In case the Corporation shall declare a dividend or make any distribution upon any stock of the Corporation payable in Common Stock or Options or Convertible Securities (as defined in subsection (vi) below) to purchase Common Stock without making a ratable distribution thereof to holders of Series B Preferred Stock (based upon the number of shares of Common Stock into which such Series B Preferred Stock would be convertible, assuming conversion), then the Series B Preferred Stock Conversion Price in effect immediately prior to the declaration of such dividend or distribution shall be reduced to the quotient obtained by dividing (1) the product of (x) the Common Stock Deemed Outstanding immediately prior to such declaration and (y) the then effective Series B Preferred Stock Conversion Price, by (2) the number of shares of Common Stock Deemed Outstanding immediately prior to such declaration, plus the number of shares of Common Stock issued or deemed issued in connection with such declaration.

(vi) Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Series B Preferred Stock Conversion Price, the following will be applicable:

(A) Issuance of Rights or Options. If the Corporation in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock, other than shares of Common Stock issued or issuable to officers, directors or employees of, or consultants and advisors to, the Corporation pursuant to a stock grant, option plan or purchase plan or other stock incentive program or arrangement approved by the Board of Directors for employees, directors, consultants or advisors to the Corporation (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Series B Preferred Stock Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing (y) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon

exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (z) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series B Preferred Stock Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(B) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Series B Preferred Stock Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing (y) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (z) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Series B Preferred Stock Conversion Price will be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series B Preferred Stock Conversion Price had been or are to be made pursuant to other provisions of this Section 8, no further adjustment of the Series B Preferred Stock Conversion Price will be made by reason of such issue or sale.

(C) Change in Number of Options, Option Price or Conversion Rate. If the number of Options available, the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock shall change at any time (other than a change resulting from the antidilution provisions thereof), the Series B Preferred Stock Conversion Price in effect at the time of such change will be readjusted to the Series B Preferred Stock Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed number, purchase price, additional

consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(D) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series B Preferred Stock Conversion Price then in effect hereunder will be adjusted to the Series B Preferred Stock Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(vii) For the purposes of this Section 8:

(A) Calculation of Consideration Received. If any Common Stock is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Corporation therefor. In case any Common Stock is issued or sold or deemed to have been issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the market value thereof as of the date of sale or issuance. If any Common Stock is issued or deemed to be issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the nonsurviving corporation as is attributable to such Common Stock. The fair value of any consideration other than cash and securities will be determined jointly by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an independent appraiser jointly selected by the Corporation and the holders of a majority of the outstanding Series B Preferred Stock and if such persons are unable to agree upon an appraiser, such appraiser will be selected by (i) an independent appraiser selected by the Corporation and (ii) an independent appraiser selected by the holders of a majority of the outstanding Series B Preferred Stock; the cost of such independent appraiser determining the fair value of such consideration shall be borne by the Corporation.

(B) Integrated Transactions. In case any Option or Convertible Security is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option or Convertible Security by the parties thereto, the Option or Convertible Security will be deemed to have been issued without consideration.

(C) Reorganization, Reclassification, Consolidation, Merger or Sale. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation’s assets to another person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or

assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Corporation will make appropriate provisions to insure that each of the holders of Preferred Stock will thereafter have the right to acquire and receive such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Preferred Stock immediately prior to such Organic Change. The Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Corporation) resulting from consolidation or merger or the Corporation purchasing such assets assumes by written instrument the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(c) Certain Definitions. For purposes of this Section 8, “Common Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon the exercise, exchange, or conversion of all outstanding securities exercisable or exchangeable for, or convertible into, shares of Common Stock but excluding issued and outstanding options to purchase Common Stock with an exercise price per share in excess of $6.70 (as adjusted for stock splits, consolidations and the like). For purposes of this Section 8, “Fair Market Value” means, with respect to any shares of stock or other securities, (i) if such stock or securities are listed or admitted to trading on a national securities exchange or on NASDAQ, the arithmetic average per share of the closing bid prices for such security on each of the five (5) consecutive trading days immediately preceding such date of determination (all such determinations to be appropriately adjusted for any stock dividend, stock split or similar transaction during the pricing period) and (ii) if such stock or security is not so listed or admitted to unlisted trading privileges, the current fair market value of such stock or security as determined in good faith by the Board of Directors of the Corporation; provided that in the case of clause (i), if the issuance of such stock or securities is publicly announced prior to the date of issuance, but not more than 30 days prior to such issuance, the date of determination shall be the date of such announcement.

(d) Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions, then the Corporation’s Board of Directors will make an appropriate adjustment in the Series B Preferred Stock Conversion Price so as to protect the rights of the holders of Series B Preferred Stock; provided, however, that no such adjustment will increase the Series B Preferred Stock Conversion Price as otherwise determined pursuant to this Section 8 or decrease the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock.

(e) Mechanics of Forced Conversion. The Conversion Notice shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Conversion Notice is given) of shares of Series B Preferred Stock, notifying such holder of the conversion, specifying the effective date for the conversion (the “Conversion Date”) and the number of shares of Common Stock (and other property, securities and/or assets) issuable upon conversion of each share of Series B Preferred Stock, and certifying to the holders of the Series B Preferred Stock that the Corporation has authorized and reserved a sufficient number of shares of Common Stock to support the conversion of all of the then outstanding shares of Series B Preferred

Stock. The Conversion Notice shall be addressed to each holder at his, her or its address as shown by the records of the Corporation. No fractional shares of Common Stock shall be issued upon conversion of shares of Series B Preferred Stock. All shares of Common Stock issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the conversion would result in the issuance of a fractional share, the Corporation shall, in lieu of issuing any fractional share, pay the holder a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board of Directors, based on the average closing price of the Common Stock as reported in the Wall Street Journal for the twenty (20) consecutive trading days prior to the date of conversion). From and after the Conversion Date, each certificate for the Series B Preferred Stock shall represent such number of shares of Common Stock (and the right to receive any other property, securities and/or assets) issued upon conversion of the number of shares of Series B Preferred Stock represented by such certificate. Each holder of Series B Preferred Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock on or as soon as practicable after the Conversion Date. The Corporation shall, on the Conversion Date or as soon as practicable thereafter, subject to receipt of the stock certificate for the Series B Preferred Stock, issue and deliver to each holder of shares of Series B Preferred Stock, a certificate or certificates for the number of shares of Common Stock (and such other property, securities and/or assets) to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(f) Optional Conversion between Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock and Series B-3 Preferred Stock. Each share of Series B-2 Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for such stock, into one fully paid and nonassessable share of Series B-1 Voting Preferred Stock or Series B-3 Preferred Stock. Each share of Series B-1 Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for such stock, into one fully paid and nonassessable share of Series B-2 Non-Voting Preferred Stock or Series B-3 Preferred Stock. Each share of Series B-3 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for such stock, into one fully paid and nonassessable share of Series B-2 Non-Voting Preferred Stock or Series B-1 Voting Preferred Stock. Before any holder shall be entitled to convert its Series B-2 Non-Voting Preferred Stock, Series B-1 Voting Preferred Stock or Series B-3 Preferred Stock, as the case may be, into shares of another series of Series B Preferred Stock, as the case may be, and receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock and shall give written notice to the Corporation at such office that such holder elects to convert the same. Any shares of Series B Preferred Stock presented for conversion pursuant to this paragraph (b) shall be deemed converted as of the close of business on the date certificates are so surrendered. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of shares of Series B-2 Non-Voting Preferred Stock, Series B-1 Voting Preferred Stock or Series

B-3 Preferred Stock, as the case may be, a certificate or certificates for the number of shares of Series B Preferred Stock, as the case may be, to which such holder shall be entitled as aforesaid.

(g) Reservation of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purpose, including engaging in commercially reasonable efforts to obtain the requisite stockholder approval; provided, however, that the rights contained in this Certificate, including but not limited to the right of redemption pursuant to Section 7, shall constitute the Series B Preferred Stock holders’ sole remedy in the event that the Corporation fails to obtain the requisite stockholder approval to increase the number of authorized but unissued shares of Common Stock in a manner sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock.

Section 9. Ranking. The Series B Preferred Stock shall rank senior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Fractional Shares. Series B Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders’ fractional shares to exercise voting rights, receive dividends, convert, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock.

Section 11. General Authorization. The Chief Executive Officer or the Vice President and the Secretary or any Assistant Secretary of the Corporation are each authorized to do or cause to be done all such acts or things and to make, execute and deliver or cause to be made, executed and delivered all such agreements, documents, instruments and certificates in the name of and on behalf of the Corporation or otherwise as they deem necessary, desirable or appropriate to execute or carry out the purpose and intent of the foregoing.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 26^th day of September, 2002.

RURAL/METRO CORPORATION
By:	/s/    JACK E. BRUCKER
Name:	Jack E. Brucker
Title:	President and Chief Executive Officer

Attest:
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Assistant Secretary

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CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF SERIES C PREFERRED STOCK

of

RURAL/METRO CORPORATION

Pursuant to Section 151 of the General Corporation Law of the State of Delaware Rural/Metro Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151 thereof, does hereby certify that pursuant to the authority conferred upon the Board of Directors by the Second Restated Certificate of Incorporation of the Corporation, the said Board of Directors on September 25, 2003, adopted the following resolution creating one new series of Preferred Stock, par value $.01 per share, designated as Series C Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Second Restated Certificate of Incorporation, one series of Preferred Stock of the Corporation be and hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, are as follows:

Section 12. Designation and Amount. 283,979 shares shall be designated as “Series C Preferred Stock” (the “Series C Preferred Stock”).

Section 13. Dividends and Distributions.

(a) The holders of shares of Series C Preferred Stock shall be entitled to receive dividends payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.

(b) No dividends shall be paid on any Common Stock of the Corporation, par value $.01 per share (the “Common Stock”), unless a dividend (including the amount of any dividends paid pursuant to the above provisions of this section) is paid with respect to all outstanding shares of Series C Preferred Stock in an amount for each such share of Series C Preferred Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series C Preferred Stock could then be converted. No dividends shall be paid on any Series B Preferred Stock of the Corporation, par value $.01 per share (the “Series B Preferred Stock”), unless a dividend is paid with respect to all outstanding shares of Series C Preferred Stock in an amount for each such share of Series C Preferred Stock equal to or greater than such dividend per share of Series B Preferred Stock.

(c) The Board of Directors may fix a record date for the determination of holders of shares of Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

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Section 14. Voting Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to that number of votes equal to the number of shares of Common Stock into which one share of Series C Preferred Stock would then be converted if automatically converted pursuant to Section 8(a) hereof, regardless of whether there were sufficient shares of Common Stock authorized for such conversion, and shall entitle the holder to vote on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise provided herein or by law, the holders of shares of Series C Preferred Stock, the holders of shares of Common Stock and the holders of shares of Series B Preferred Stock (to the extent entitled to vote) shall vote together as one class on all matters submitted to a vote of the stockholders of the Corporation.

Section 15. Certain Restrictions.

(a) So long as any shares of Series C Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent by the holders of at least a majority of the then outstanding shares of the Series C Preferred Stock voting as one class:

(i) declare or pay dividends on, make any other distributions on, or redeem, purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock;

(ii) purchase or otherwise acquire for consideration (or pay into or set aside for a sinking fund for such purpose) any shares of Series C Preferred Stock, except in accordance with Section 7;

(iii) authorize, issue or obligate itself to issue shares of any equity security, including securities exercisable into equity securities, which rank senior to or on a parity with the Series C Preferred Stock with respect to rights to receive distributions upon liquidation, with respect to dividends or with respect to redemption or in any other manner;

(iv) increase or decrease the number of authorized shares of Series C Preferred Stock;

(v) redeem, purchase, or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any of the Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares at cost or at cost plus interest upon the occurrence of certain events, such as the termination of employment;

(vi) amend, alter or repeal any provision of its Second Restated Certificate of Incorporation, by-laws, or the resolution providing for the issuance of the Series C Preferred Stock, or pass any stockholder resolutions, including such action effected by merger or similar transaction in which the Corporation is the surviving corporation, if such amendment or resolution would change any of the rights, preferences or privileges provided for herein for the benefit of any shares of the Series C Preferred Stock; or

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(vii) issue or sell, or take any action that in accordance with Section 8(b)(vi) would be deemed to constitute the issuance or sale of, any shares of its Common Stock if the limitation contained in the last sentence of Section 8(b)(ii) would apply to such issuance or sale.

(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 16. Reacquired Shares. Any shares of Series C Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 17. Liquidation, Dissolution or Winding Up.

.

(a) Upon the commencement of any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock unless, prior and in preference thereto, the holders of shares of Series C Preferred Stock shall have received their pro rata share of the greater of (i) the amount of money or other consideration to which all of the holders of the Series C Preferred Stock would have been entitled had the Series C Preferred Stock been converted in accordance with Section 8, regardless of whether there were sufficient shares of Common Stock authorized for such conversion, or (ii) if such distribution is to be received by the holders of the Series C Preferred Stock before January 31, 2004, then $11,000,000, if such distribution is to be received by the holders of the Series C Preferred Stock during the period from January 31, 2004 to and including December 31, 2004, then $13,750,000 and if such distribution is to be received by the holders of the Series C Preferred Stock at any time thereafter, then $16,500,000, plus, in the case of both clause (i) and clause (ii), all accrued or declared but unpaid dividends on the Series C Preferred Stock (the “Series C Liquidation Preference”).

(b) In the event that there are not sufficient assets available to permit payment in full of the Series C Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series C Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.

(c) For purposes of this Section 6, (i) any acquisition of the Corporation by means of merger, consolidation or other form of corporate reorganization in which outstanding shares of the Corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a mere reincorporation transaction), (ii) any acquisition by any person or group of persons acting in concert of more than 50% of the voting control of the Corporation, or (iii) a sale of all or substantially all of the assets of the Corporation, shall be treated as a liquidation, dissolution or winding up of the Corporation and shall entitle the

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holders of Series C Preferred Stock to receive at the closing the amount set forth in Section 6(a); provided, however, that the holders of a majority of the Series C Preferred Stock may determine that the occurrence of any event described in this Section 6(c) shall not be deemed a liquidation, dissolution or winding up of the Corporation.

(d) Written notice of any liquidation, dissolution or winding up of the Corporation (including pursuant to paragraph (c) of this Section 6 stating the payment date or dates and the place where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 days prior to any payment date stated therein, to the holders of record of the shares of Series C Preferred Stock at their address as the same shall appear in the records of the Corporation.

Section 18. Redemption.

(a) Mandatory Redemption. The Corporation shall redeem all outstanding shares of Series C Preferred Stock on December 31, 2006 (the “Mandatory Redemption Date”). All shares of Series C Preferred Stock to be redeemed shall be redeemed by paying to each holder of Series C Preferred Stock its pro rata share of an aggregate amount equal to the greater of (i) $10,000,000, plus accrued dividends, if any, on the Series C Preferred Stock, or (ii) the value of the Common Stock then issuable upon conversion of the Series C Preferred Stock, based on the average closing price of the Common Stock as reported in the Wall Street Journal for the twenty (20) consecutive trading days prior to December 24, 2006 (the “Trading Value”). If the capital of the Corporation on the Mandatory Redemption Date is insufficient under applicable law to redeem the total number of outstanding shares of Series C Preferred Stock to be redeemed on the Mandatory Redemption Date, the holders of shares of Series C Preferred Stock shall share ratably in any payment legally available for redemption of such shares on the Mandatory Redemption Date according to the respective amounts which would be payable with respect to the full number of shares owned by such holders if all such outstanding shares were redeemed in full prior to any payments to the holders of Series C Preferred Stock, and any shares of Series C Preferred Stock not so redeemed shall remain issued and outstanding, with all rights and preferences applicable thereto, until such time as such Series C Preferred Stock is redeemed by the Corporation pursuant to this Section 7. At any time thereafter when the capital of the Corporation is sufficient under applicable law to redeem such shares of Series C Preferred Stock, the Corporation shall make such payments as are legally available for redemption of such shares to redeem the balance of such shares of Series C Preferred Stock, or such portion thereof for which capital is then legally sufficient, on the basis set forth above.

(b) Redemption Mechanics.

(i) At least 10 days but not more than 30 days prior to the Mandatory Redemption Date, written notice (the “Redemption Notice”) shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Redemption Notice is given) of shares of Series C Preferred Stock, notifying such holder of the redemption and specifying the number of shares of Series C Preferred Stock to be redeemed, the Series C Liquidation Preference, the pro rata portion of the Series C Liquidation Preference per share of Series C Preferred Stock, the number of outstanding shares of Series C Preferred Stock, the

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Mandatory Redemption Date and the place where said Series C Liquidation Preference or Trading Value, as the case may be, shall be payable. The Redemption Notice shall be addressed to each holder at his or her or its address as shown by the records of the Corporation. On the Mandatory Redemption Date, the Corporation shall be obligated to redeem all of the issued and outstanding shares of Series C Preferred Stock and all funds necessary for such redemption shall be set aside by the Corporation.

(ii) On or before the Mandatory Redemption Date, the Corporation shall deposit the amount of the Series C Liquidation Preference as of December 24, 2006, or the Trading Value, whichever amount is greater, with a nationally recognized bank or trust company with $100,000,000 or more of tangible net assets having an office in the City of New York, designated in the Redemption Notice, irrevocably in trust for the benefit of the holders of Series C Preferred Stock and thereafter each share of Series C Preferred Stock shall be deemed to have been redeemed on the Mandatory Redemption Date, whether or not the certificate for such share of Series C Preferred Stock shall be surrendered for redemption and canceled. Upon surrender to the Corporation by the holder of such share of Series C Preferred Stock of the certificate representing such Series C Preferred Stock, the Corporation shall immediately pay the applicable pro rata portion of the Series C Liquidation Preference or the Trading Value, as the case may be, to such holder. In the event that the capital of the Corporation is insufficient under applicable law to redeem the total number of outstanding shares of Series C Preferred Stock pursuant to Section 7(a) on the Mandatory Redemption Date, the Corporation shall deposit, irrevocably in trust for the benefit of the holders of Series C Preferred Stock, such amount as is legally available for redemption of such shares on the Mandatory Redemption Date.

Section 19. Conversion.

(a) Forced Conversion. The Corporation shall have the right, exercisable at any time prior to December 31, 2006 and upon at least 10 days but not more than 30 days prior written notice (the “Conversion Notice”), to cause all, but not less than all, of the then outstanding shares of Series C Preferred Stock to be converted into such number of fully paid and nonassessable shares of the Common Stock of the Corporation as is obtained by multiplying the number of shares of Series C Preferred Stock to be so converted by the quotient, the numerator of which is ten multiplied by $2.55 (the “Original Price”) and the denominator of which is the Series C Preferred Stock Conversion Price as last adjusted and in effect at the date any share or shares of Series C Preferred Stock are surrendered for conversion.

(b) Series C Preferred Stock Conversion Price.

(i) The initial “Series C Preferred Stock Conversion Price” shall be the Original Price. In order to prevent dilution of the conversion rights granted under this Section 8, the Series C Preferred Stock Conversion Price will be subject to adjustment from time to time pursuant to this Section 8(b).

(ii) Except as provided below, if and whenever the Corporation shall issue or sell, or in accordance with Section 8(b)(vi) is deemed to have issued or sold, any shares of its Common Stock without consideration or for a consideration per share less than the Fair Market Value on the date of such issuance or sale, then the Series C Preferred Stock Conversion Price shall

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be determined by multiplying (A) the Series C Preferred Stock Conversion Price in effect on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such sale or issuance and (2) the number of shares of Common Stock calculated by dividing the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued (or into or for which the rights, options, warrants or other securities are convertible, exercisable or exchangeable) by the Fair Market Value, and the denominator of which shall be the sum of (x) the total number of shares of Common Stock Deemed Outstanding immediately prior to such sale or issue and (y) the number of additional shares of Common Stock issued (or into or for which the rights, options, warrants or other securities may be converted, exercised or exchanged). In case any portion of the consideration to be received by the Corporation shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors. Notwithstanding the foregoing, no adjustment will be made to the Series C Preferred Stock Conversion Price pursuant to this Section 8(b)(ii) to the extent, but only to the extent, such adjustment would entitle the holders of the Series C Preferred Stock to receive upon conversion thereof an aggregate number of shares of Common Stock in an amount equaling 20% or more of the total number of shares of Common Stock outstanding on the date the Series C Preferred Stock is first issued (the “Outstanding Common Number”), as the Outstanding Common Number may be adjusted to reflect any subdivision (by stock split, stock split-up, stock dividend, recapitalization or otherwise), combination (by reverse stock split or otherwise) or dividend or distribution contemplated by Section 8(b)(v).

(iii) If the Corporation at any time subdivides (by any stock split, stock split-up, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of its Common Stock into a greater number of shares, the Series C Preferred Stock Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of its Common Stock, the Series C Preferred Stock Conversion Price in effect immediately prior to such combination will be proportionately increased.

(iv) If the Corporation at any time subdivides (by any stock split, stock split-up, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of its Series C Preferred Stock into a greater number of shares, the Series C Preferred Stock Conversion Price in effect immediately prior to such subdivision will be proportionately increased, and if the Corporation at any time combines (by reverse stock split or otherwise) its outstanding shares of its Series C Preferred Stock, the Series C Preferred Stock Conversion Price in effect immediately prior to such combination will be proportionately reduced.

(v) In case the Corporation shall declare a dividend or make any distribution upon any stock of the Corporation payable in Common Stock or Options or Convertible Securities (as defined in subsection (vi) below) to purchase Common Stock without making a ratable distribution thereof to holders of Series C Preferred Stock (based upon the number of shares of Common Stock into which such Series C Preferred Stock would be convertible, assuming conversion), then the Series C Preferred Stock Conversion Price in effect immediately prior to the declaration of such dividend or distribution shall be reduced to the quotient obtained by dividing (1) the product of (x) the Common Stock Deemed Outstanding immediately prior to such

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declaration and (y) the then effective Series C Preferred Stock Conversion Price, by (2) the number of shares of Common Stock Deemed Outstanding immediately prior to such declaration, plus the number of shares of Common Stock issued or deemed issued in connection with such declaration.

(vi) Effect on Conversion Price of Certain Events. For purposes of determining the adjusted Series C Preferred Stock Conversion Price, the following will be applicable:

(A) Issuance of Rights or Options. If the Corporation in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock, other than shares of Common Stock issued or issuable to officers, directors or employees of, or consultants and advisors to, the Corporation pursuant to a stock grant, option plan or purchase plan or other stock incentive program or arrangement approved by the Board of Directors for employees, directors, consultants or advisors to the Corporation (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Series C Preferred Stock Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing (y) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (z) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Series C Preferred Stock Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(B) Issuance of Convertible Securities. If the Corporation in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Series C Preferred Stock Conversion Price in

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effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing (y) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (z) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Series C Preferred Stock Conversion Price will be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Series C Preferred Stock Conversion Price had been or are to be made pursuant to other provisions of this Section 8, no further adjustment of the Series C Preferred Stock Conversion Price will be made by reason of such issue or sale.

(C) Change in Number of Options, Option Price or Conversion Rate. If the number of Options available, the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock shall change at any time (other than a change resulting from the antidilution provisions thereof), the Series C Preferred Stock Conversion Price in effect at the time of such change will be readjusted to the Series C Preferred Stock Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed number, purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(D) Treatment of Expired Options and Unexercised Convertible Securities. Upon the expiration of any Option or the termination of any Option or the termination of any right to convert or exchange any Convertible Security without the exercise of any such Option or right, the Series C Preferred Stock Conversion Price then in effect hereunder will be adjusted to the Series C Preferred Stock Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(vii) For the purposes of this Section 8:

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(A) Calculation of Consideration Received. If any Common Stock is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Corporation therefor. In case any Common Stock is issued or sold or deemed to have been issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the market value thereof as of the date of sale or issuance. If any Common Stock is issued or deemed to be issued in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the nonsurviving corporation as is attributable to such Common Stock. The fair value of any consideration other than cash and securities will be determined jointly by the Corporation and the holders of a majority of the outstanding Series C Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an independent appraiser jointly selected by the Corporation and the holders of a majority of the outstanding Series C Preferred Stock and if such persons are unable to agree upon an appraiser, such appraiser will be selected by (i) an independent appraiser selected by the Corporation and (ii) an independent appraiser selected by the holders of a majority of the outstanding Series C Preferred Stock; the cost of such independent appraiser determining the fair value of such consideration shall be borne by the Corporation.

(B) Integrated Transactions. In case any Option or Convertible Security is issued in connection with the issue or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to such Option or Convertible Security by the parties thereto, the Option or Convertible Security will be deemed to have been issued without consideration.

(C) Reorganization, Reclassification, Consolidation, Merger or Sale. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation’s assets to another person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Corporation will make appropriate provisions to insure that each of the holders of Preferred Stock will thereafter have the right to acquire and receive such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted its Preferred Stock immediately prior to such Organic Change. The Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Corporation) resulting from consolidation or merger or the Corporation purchasing such assets assumes by written instrument the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

(c) Certain Definitions. For purposes of this Section 8, “Common Stock Deemed Outstanding” shall mean the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock issuable upon the exercise, exchange, or conversion of all outstanding securities exercisable or exchangeable for, or convertible into, shares of

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Common Stock but excluding issued and outstanding options to purchase Common Stock with an exercise price per share in excess of $6.70 (as adjusted for stock splits, consolidations and the like). For purposes of this Section 8, “Fair Market Value” means, with respect to any shares of stock or other securities, (i) if such stock or securities are listed or admitted to trading on a national securities exchange or on NASDAQ, the arithmetic average per share of the closing bid prices for such security on each of the five (5) consecutive trading days immediately preceding such date of determination (all such determinations to be appropriately adjusted for any stock dividend, stock split or similar transaction during the pricing period) and (ii) if such stock or security is not so listed or admitted to unlisted trading privileges, the current fair market value of such stock or security as determined in good faith by the Board of Directors of the Corporation; provided that in the case of clause (i), if the issuance of such stock or securities is publicly announced prior to the date of issuance, but not more than 30 days prior to such issuance, the date of determination shall be the date of such announcement.

(d) Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions, then the Corporation’s Board of Directors will make an appropriate adjustment in the Series C Preferred Stock Conversion Price so as to protect the rights of the holders of Series C Preferred Stock; provided, however, that no such adjustment will increase the Series C Preferred Stock Conversion Price as otherwise determined pursuant to this Section 8 or decrease the number of shares of Common Stock issuable upon conversion of each share of Series C Preferred Stock.

(e) Mechanics of Forced Conversion. The Conversion Notice shall be given by the Corporation by mail, postage prepaid, or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Conversion Notice is given) of shares of Series C Preferred Stock, notifying such holder of the conversion, specifying the effective date for the conversion (the “Conversion Date”) and the number of shares of Common Stock (and other property, securities and/or assets) issuable upon conversion of each share of Series C Preferred Stock, and certifying to the holders of the Series C Preferred Stock that the Corporation has authorized and reserved a sufficient number of shares of Common Stock to support the conversion of all of the then outstanding shares of Series C Preferred Stock. The Conversion Notice shall be addressed to each holder at his, her or its address as shown by the records of the Corporation. No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. All shares of Common Stock issuable upon conversion of more than one share of Series C Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after aggregation, the conversion would result in the issuance of a fractional share, the Corporation shall, in lieu of issuing any fractional share, pay the holder a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board of Directors, based on the average closing price of the Common Stock as reported in the Wall Street Journal for the twenty (20) consecutive trading days prior to the date of conversion). From and after the Conversion Date, each certificate for the Series C Preferred Stock shall represent such number of shares of Common Stock (and the right to receive any other property, securities and/or assets) issued upon conversion of the number of shares of Series C Preferred Stock represented by such certificate. Each holder of Series C Preferred Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred Stock on or as soon as practicable after the

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Conversion Date. The Corporation shall, on the Conversion Date or as soon as practicable thereafter, subject to receipt of the stock certificate for the Series C Preferred Stock, issue and deliver to each holder of shares of Series C Preferred Stock, a certificate or certificates for the number of shares of Common Stock (and such other property, securities and/or assets) to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(f) Reservation of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of Series C Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation shall use its best efforts to obtain the requisite stockholder approval, including using its best efforts to present a proposal to increase its authorized but unissued shares of Common Stock two times during calendar year 2004 (if the proposal is not approved upon first presentation). The rights contained in this Certificate, including but not limited to the right of redemption pursuant to Section 7, shall constitute the Series C Preferred Stock holders’ sole remedy in the event that the Corporation fails to obtain the requisite stockholder approval to increase the number of authorized but unissued shares of Common Stock in a manner sufficient to effect the conversion of all outstanding shares of Series C Preferred Stock.

Section 20. Ranking. The Series C Preferred Stock shall rank senior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 21. Fractional Shares. Series C Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders’ fractional shares to exercise voting rights, receive dividends, convert, participate in distributions and to have the benefit of all other rights of holders of Series C Preferred Stock.

Section 22. General Authorization. The Chief Executive Officer or the Vice President and the Secretary or any Assistant Secretary of the Corporation are each authorized to do or cause to be done all such acts or things and to make, execute and deliver or cause to be made, executed and delivered all such agreements, documents, instruments and certificates in the name of and on behalf of the Corporation or otherwise as they deem necessary, desirable or appropriate to execute or carry out the purpose and intent of the foregoing.

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IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 26^th day of September, 2003.

RURAL/METRO CORPORATION
	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Senior Vice President

Attest:

By:	/s/    MICHAEL S. ZARRIELLO
Name:	Michael S. Zarriello
Title:	Senior Vice President and Chief Financial Officer

EX-3.1(D)

Exhibit 3.1(d)

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of September 26, 2003, is made between Rural/Metro Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, Inc., a Colorado corporation (f/k/a American Securities Transfer, Inc.) (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of August 23, 1995, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of October 30, 2002 (the “Rights Agreement”);

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company has the right to amend the Rights Agreement, and the Rights Agent is required to approve such amendment upon the direction of the Company; and

WHEREAS, the Company hereby directs an amendment to the Rights Agreement, and the Rights Agent consents to such amendment of the Rights Agreement as set forth in this Amendment.

NOW THEREFORE, the parties hereto mutually agree as follows:

1. Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and restated, in its entirety, to read as follows:

“(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding except the term “Acquiring Person” shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such benefit plan; provided, however, if the Board of Directors of the Company determines in good faith that a Person that would otherwise qualify as an “Acquiring Person” has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” then such Person shall not be deemed to be or have been an “Acquiring Person” for any purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, any Lender or any Affiliate thereof who would otherwise be an Acquiring Person shall not be an Acquiring Person so long as such Person is the Beneficial Owner of any or all of the shares of Common Stock issued or issuable upon the conversion of the Company’s Series B Preferred Stock, par value $0.01 per share, or the Company’s Series C Preferred Stock, par value $0.01 per share, and no other shares of Common Stock; provided, however, that in the exercise of (and without otherwise limiting) its authority granted pursuant to Section 28

hereof, the Board of Directors of the Company (i) may request from such Person, on or after the date upon which any filing (or amendment thereto) is due under Section 13 or Section 16 of the Exchange Act reporting that such Person is the Beneficial Owner of 15% or more of the Common Stock then outstanding, such information as is reasonably required to determine whether such shares were issued or are issuable upon such conversion, and (ii) may, if reasonable, determine that some or all such shares were not so issued or are not so issuable if such Person fails to promptly comply with such request.”

2. Amendment to Section 1. Section 1 of the Rights Agreement is hereby amended to add the following at the end thereof:

“(n) “Lender” shall mean any of the Lenders or the Agent that is a party to the Second Amended and Restated Credit Agreement dated as of September 30, 2002 by and among the Company and the Lenders and Agent named therein (as such Second Amended and Restated Credit Agreement is amended, restated, renewed, extended, modified, supplemented, deferred or otherwise changed on or after September 26, 2003 and from time to time).”

3. Survival of Terms and Provisions of Rights Agreement. Except as expressly modified and superseded by this Amendment, all terms and provisions of the Rights Agreement shall continue in full force and effect. The Company and the Rights Agent agree that the Rights Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable against each party hereto, in accordance with the terms of the Rights Agreement, as amended hereby.

4. Final Agreement. The Rights Agreement, as amended hereby, represents the entire expression of the parties with respect to the subject matter therein and herein, on the date this Amendment is executed.

5. Counterparts. This Amendment may be executed in any number of counterparts or via facsimile, all of which taken together, shall constitute an original and one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on date set forth above.

THE COMPANY: RURAL/METRO CORPORATION
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Senior Vice President

THE RIGHTS AGENT: COMPUTERSHARE TRUST COMPANY, INC.
By:	/s/    KELLIE GWINN
Name:	Kellie Gwinn
Title:	Vice President
By:	/s/    THERESA HENSHAW
Name:	Theresa Henshaw
Title:	Trust Officer – Operations Mngr.

EX-4.5(A)

Exhibit 4.5(a)

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Amendment to Registration Rights Agreement (this “Amendment”), dated as of September 26, 2003, is made by and among Rural/Metro Corporation, a Delaware corporation (the “Company”), and the Persons listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

WHEREAS, the Company and the Holders are parties to that certain Registration Rights Agreement, dated as of September 30, 2002 (the “Registration Rights Agreement”);

WHEREAS, the Company and the Holders are parties to that certain Reaffirmation and First Amendment to the Second Amended and Restated Credit Agreement, dated as of the date hereof (the “Amendment to the Credit Agreement”); and

WHEREAS, the parties hereto acknowledge that the terms of the Amendment to the Credit Agreement require a corresponding amendment to the Registration Rights Agreement and agree that the terms of such amendment shall be governed hereunder.

NOW THEREFORE, the parties hereto mutually agree as follows:

1. Amendment to Recitals. Paragraphs A and B are hereby amended and restated, in their entirety, to read as follows:

“A. The Holders acquired approximately 211,549 shares of Series B-1 Voting Preferred Stock, Series B-2 Non-Voting Preferred Stock, and Series B-3 Preferred Stock, par value $.01 per share, of the Company (collectively, the “Series B Preferred Stock”) and are acquiring 283,979 shares of Series C Preferred Stock (the “Series C Preferred Stock”), which Series B Preferred Stock and Series C Preferred Stock are convertible into shares of Common Stock of the Company, par value $.01 per share (the “Common Stock”), pursuant to the terms of that certain Second Amended and Restated Credit Agreement, dated as of September 30, 2002, and as amended by that certain Reaffirmation and First Amendment to the Second Amended and Restated Credit Agreement, dated September 26, 2003 (the “Credit Agreement”).

B. It is a condition to the obligations of the lenders party to the Credit Agreement that this Agreement be executed by the parties hereto in order to provide the Holders with certain registration rights with respect to the Registrable Securities (as defined below), and the parties are willing to execute this Agreement and to be bound by the provision hereof.”

2. Amendment to Section 1. The definition of “Registrable Securities” is hereby amended and restated, in its entirety, to read as follows:

““Registrable Securities” means (i) all of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock owned by the Holders; (ii) any Common Stock issued in respect of the shares described in clause (i) upon any stock split, stock dividend, recapitalization or other similar event or otherwise on account of or in exchange for such securities; (iii) all of the shares of Series B Preferred Stock or Series C Preferred Stock owned or hereafter acquired by the Holders; (iv) any Series B Preferred Stock or Series C Preferred Stock issued in respect of the shares described in clause (i) upon any stock split, stock dividend, recapitalization or other similar event or otherwise on account of or in exchange for such securities. Registrable Securities will cease to be Registrable Securities when (a) they have been registered under the Securities Act, the registration statement in connection therewith has been declared effective and they have been disposed of pursuant to such effective registration statement, (b) they are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (c) the Holder thereof may sell all of such Holder’s Registrable Securities without restriction pursuant to Rule 144(k) under the Securities Act, or (d) they have been otherwise transferred and new certificates or other evidences of ownership for them (not bearing a legend to the effect that such securities have not been registered under the Securities Act and may not be sold or transferred in the absence of registration or an exemption therefrom under the Securities Act, and not subject to any stop transfer order or other restriction on transfer) have been delivered by or on behalf of the Company, and they may be resold without subsequent registration under the Securities Act.”

3. Amendment to Section 6(d). Section 6(d) of the Registration Rights Agreement is hereby amended and restated, in its entirety, to read as follows:

(d) in connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2 hereof, the Company will enter into any underwriting agreement reasonably necessary to effect the offer and sale of the Series B Preferred Stock, the Series C Preferred Stock and/ or the Common Stock, provided such underwriting agreement contains customary underwriting provisions and is entered into by the Holders participating in such registration and provided further that, if the underwriter so requests, the underwriting agreement will contain customary contribution provisions on the part of the Company;

4. Amendment to Section 15(b). Section 15(b) of the Registration Rights Agreement is hereby amended and restated, in its entirety, to read as follows:

(b) Parties in Interest; Assignment. Except as otherwise set forth herein, all covenants, agreements, representations, warranties and undertakings contained in this Agreement shall be binding on and shall inure to the benefit of the respective successors and assigns of the parties hereto (including transferees of any Registrable Securities) whether so expressed or not. The rights granted to a Holder of Series B Preferred Stock, Series C Preferred Stock or Common Stock under this Agreement may be transferred by

such Holder (or his successor) to any affiliate or transferee of such Holder; provided, however, that the Company is given written notice by the transferee at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned.

5. Survival of Terms and Provisions of Registration Rights Agreement. Except as expressly modified and superseded by this Amendment, all terms and provisions of the Registration Rights Agreement shall continue in full force and effect. The parties hereto agree that the Registration Rights Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable against each party hereto, in accordance with the terms of the Registration Rights Agreement, as amended hereby.

6. Final Agreement. The Registration Rights Agreement, as amended hereby, represents the entire expression of the parties with respect to the subject matter therein and herein, on the date this Amendment is executed.

7. Counterparts. This Amendment may be executed in any number of counterparts or via facsimile, all of which taken together, shall constitute an original and one and the same instrument.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on date set forth above.

COMPANY: RURAL/METRO CORPORATION, A DELAWARE CORPORATION
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Senior Vice President

HOLDERS:
SPECIAL VALUE BOND FUND II, LLC
By:	SVIM/MSM II, LLC Its Managing Member
By:	TENNENBAUM & CO., LLC Its Managing Member
By:	/s/    HOWARD LEVKOWITZ
Name:	Howard Levkowitz
Title:	Principal

SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
By:	SVAR/MM, LLC Its Managing Member
By:	TENNENBAUM CAPITAL PARTNERS, LLC Its Managing Member
By:	TENNENBAUM & CO., LLC Its Managing Member
By:	/s/    HOWARD LEVKOWITZ
Name:	Howard Levkowitz
Title:	Principal

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/    WILLIAM E. MAGEE
Name:	William E. Magee
Title:	Duly Authorized Signatory

CERBERUS PARTNERS, L.P.
By:	CERBERUS ASSOCIATES, L.L.C. Its General Partner
By:	/s/    STEPHEN FEINBERG
Name:	Stephen Feinberg
Title:	Managing Member

PAM CAPITAL FUNDING LP
By:	HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager
By:	/s/    TODD TRAVERS
Name:	Todd Travers
Title:	Senior Portfolio Manager

EX-10.67

Exhibit 10.67

REAFFIRMATION AND FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This REAFFIRMATION AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), effective as of September 26, 2003 (the “First Amendment Effective Date”), is entered into by and among RURAL/METRO CORPORATION, a Delaware corporation, as borrower (“Borrower”), the Subsidiaries of Borrower signatory hereto, as subsidiary guarantors (the “Subsidiary Guarantors”), the banks and other financial institutions signatory to or that join the Credit Agreement (defined below) as a Lender from time to time (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), a national banking association, as the Agent for the Lenders (in such capacity, the “Agent”).

RECITALS

WHEREAS, the Lenders agreed to extend certain credit facilities to the Borrower pursuant to the Second Amended and Restated Credit Agreement dated as of September 30, 2002 by and among the Borrower, the Lenders and the Agent (as amended, restated, renewed, extended, modified, supplemented, deferred or otherwise changed from time to time, the “Credit Agreement”);

WHEREAS, the Borrower and the Credit Parties acknowledge, stipulate and agree that certain Defaults and Events of Default under the Credit Agreement have occurred and are continuing as of the First Amendment Effective Date, as set forth on Schedule A attached hereto (collectively, the “Acknowledged Defaults”);

WHEREAS, the Borrower has requested that the Agent and the Lenders waive the Acknowledged Defaults and amend the Credit Agreement in accordance with the terms and conditions set forth herein; and

WHEREAS, the Agent and the Lenders desire to waive the Acknowledged Defaults and to amend the Credit Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Defined Terms. Except as specifically amended in this First Amendment, all defined terms in the Credit Agreement shall have the same meanings when used in this First Amendment.

2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Credit Agreement shall be amended as follows:

(a) Section 1.1 of the Credit Agreement is amended by adding the following defined terms in alphabetical order or amending and restating the following defined terms in their entirety, as applicable:

(i) “Annualized Basis” means for purposes of determining the Consolidated EBITDA, the Consolidated EBIRTA and Consolidated Fixed Charges calculation in Sections 10.1 and 10.3: (a) for the fiscal quarter ending September 30, 2003, such amount for such fiscal quarter multiplied by four (4), (b) for the fiscal quarter ending December 31, 2003, such amount for such fiscal quarter together with the immediately preceding fiscal quarter multiplied by two (2), (c) for the fiscal quarter ending March 31, 2004, such amount for such fiscal quarter, together with the immediately preceding two (2) fiscal quarters multiplied by four-thirds (4/3), and (d) for the fiscal quarter ending June 30, 2004 and for each subsequently occurring fiscal quarter, such amount for such fiscal quarter, together with the three (3) immediately preceding fiscal quarters on a rolling four (4) fiscal quarter basis.

(ii) “Business Plan” means the “Fiscal 2003 Business and Financial Plan,” a copy of which has been provided to the Agent and the Lenders on September 17, 2002 and any modifications, revisions or updates to such plan as approved and adopted by resolution of the Board of Directors of the Borrower including, but not limited to, the Updated Business Plan (as defined in the First Amendment).

(iii) “Certificate of Designation” means the Certificate of Designation, Preferences and Rights of Series B Preferred Stock in the form set forth in Annex A, as the same may be amended, restated, modified or otherwise changed from time to time.

(iv) EBIRTA” means, for any period, (a) Net Income for such period, (b) plus the sum of the following, without duplication, to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization and other non-cash charges (including stock compensation expenses, impairment write-downs of goodwill, amortization of debt issuance or similar costs, amortization or impairment write-downs of intangible assets, but excluding write-downs of receivables and accruals of or reserves for items for which cash expenditures will be made in any future period), (iv) Net Rental and Operating Lease Expense, (v) non-cash expenses incurred in connection with any employee stock ownership plan of the Borrower, (vi) asset impairment charges, (vii) the cumulative effect of changes in accounting principle, and (viii) extinguishment losses recognized as a result of entering into the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an amount not to exceed $9,500,000 in the aggregate, and (c) plus losses or minus gains attributable to any fixed asset sales which have been included in arriving at Net Income for such period. The calculation of EBIRTA shall be based solely upon the operations of the Borrower and its Domestic Subsidiaries, determined on a consolidated basis.

(v) “EBITDA” means, for any period, (a) Net Income for such period, (b) plus the sum of the following, without duplication, to the extent deducted in the determination of Net Income: (i) income and franchise taxes, (ii) Interest Expense, (iii) amortization, depreciation and other non-cash charges (including stock compensation expenses, impairment write-downs of goodwill, amortization of debt issuance or similar costs, amortization or impairment write-downs

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of intangible assets, but excluding write-downs of receivables and accruals of or reserves for items for which cash expenditures will be made in any future period), (iv) non-cash expenses incurred in connection with any employee stock ownership plan of the Borrower, (v) asset impairment charges, (vi) extinguishment losses recognized as a result of entering into the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an amount not to exceed $9,500,000 in the aggregate, and (vii) the cumulative effect of changes in accounting principle, and (c) plus losses or minus gains attributable to any fixed asset sales which have been included in arriving at Net Income for such period. The calculation of EBITDA shall be based solely upon the operations of the Borrower and its Domestic Subsidiaries, determined on a consolidated basis.

(vi) “First Amendment” means that certain Reaffirmation and First Amendment to Second Amended and Restated Credit Agreement by and among the Borrower, the Lenders and the Agent.

(vii) “First Amendment Effective Date” means September 26, 2003.

(viii) “Series B Preferred Stock” means, collectively, (a) the Preferred Stock of the Borrower, designated as the Series B-1 Voting Preferred Stock, par value $.01 per share, (b) the Preferred Stock of the Borrower, designated the Series B-2 Non-Voting Preferred Stock, par value $.01 per share and (c) the Preferred Stock of the Borrower, designated the Series B-3 Preferred Stock, par value $.01 per share, which Preferred Stock shall be held by the Lenders, or to a designee of any Lender, on the First Amendment Effective Date, as applicable, in accordance with Annex D.

(ix) “Series C Preferred Stock” means the Preferred Stock of Borrower designated as Series C Preferred Stock, par value $.01 per share which Preferred Stock shall by held by the Lenders, or to a designee of any Lender, on the First Amendment Effective Date, as applicable, in accordance with Annex E.

(x) “Series C Certificate of Designation” means the Certificate of Designation, Preferences and Rights of Series C Preferred Stock in the form set forth in Annex F, as the same may be amended, restated, modified or otherwise changed from time to time.

(xi) “Tangible Net Worth” means stockholder’s equity of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP less (i) the total book value of all assets classified as intangible assets in accordance with GAAP, including such items as goodwill, trademarks, trade names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing, and (ii) the total book value of capitalized debt issuance costs. Notwithstanding the foregoing, the calculation of Tangible Net Worth for purposes of Article 10 shall exclude extinguishment losses recognized as a result of entering into the Second Amended and Restated Credit Agreement dated as of September 30, 2002 and the First Amendment in an amount not to exceed $9,500,000 in the aggregate, and the non-cash effects of (i) changes in accounting principle, (ii) the issuance of the Preferred Stock and (iii) the Latin American Divestiture.

(b) Section 3.3(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

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(ii) The Aggregate Commitment shall be reduced and the Loans repaid by an amount equal to one hundred percent (100%) of the gross cash proceeds, net of all reasonable cost of sale and taxes paid or payable as a result thereof by the Borrower and its Subsidiaries and net of such other liabilities, costs and expenses as are reasonably acceptable to the Agent and the Lenders, from the sale or other disposition of any assets or equity ownership interests by the Borrower or any of its Subsidiaries in accordance with this Agreement; provided, that the Borrower shall not be obligated to repay the Loans pursuant to this Section 3.3(b) unless and to the extent (x) such net proceeds are greater than $650,000 in the aggregate per fiscal quarter as permitted by Section 11.6 or (y) notwithstanding anything to the contrary in Section 11.6, the proceeds of assets sold, conveyed, leased, assigned, transferred or otherwise disposed of pursuant to a condemnation or taking are not reinvested in a Credit Party within 180 days following the receipt of such proceeds. Repayment of any of the Loans in connection with the reduction of the Aggregate Commitment pursuant to this clause (ii) shall be applied to the repayment of the Extensions of Credit in the manner and in the order set forth in subparagraph (i) directly above.

(c) Section 3.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 3.6 Termination of Credit Facility. The Credit Facility shall terminate on the earliest of (a) December 31, 2006, (b) the date of permanent reduction of the Aggregate Commitment in whole pursuant to Section 3.5, or (c) the date of termination by the Agent on behalf of the Lenders pursuant to Section 12.2(a). The termination of the Credit Facility shall not affect the survival of any of provision of this Agreement, the Existing Credit Agreement or the other Loan Documents which by its terms is intended to survive such termination.

(d) The last sentence of Section 4.1(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

The parties agree that notwithstanding any other term of this Agreement, each of the Letters of Credit shall contain provisions allowing for the automatic extension of its expiration date, absent notice from the Issuing Bank, and the Issuing Bank shall, so long as it has not received written notice of the occurrence of a Default or Event of Default that is outstanding, allow such extension unless, not later than fifteen (15) Business Days prior to the last day upon which notice of termination may be given under such Letter of Credit, the Required Lenders provide written instruction to the Issuing Bank to send such a notice; provided, that in no event shall (i) Wachovia Bank be required to extend the expiration of any Letter of Credit issued by Wachovia Bank beyond December 31, 2004 and (ii) any Issuing Bank, other than Wachovia Bank, be required to extend the expiration of any Letter of Credit beyond the Termination Date.

(e) Section 4.3 of the Credit Agreement is hereby amended by inserting an “(a)” before the first sentence thereof and inserting a new clause (b) to read as follows:

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(b) Notwithstanding anything to the contrary in this Agreement, the Borrower and the L/C Participants agree that if any Letter of Credit issued by Wachovia Bank under this Agreement is not replaced by another financial institution acceptable to the Borrower and the Lenders on or before October 15, 2004 and Wachovia Bank has honored a draft in accordance with the terms of any such Letter of Credit as a result thereof, then each of the L/C Participants shall pay Wachovia Bank for its respective Commitment Percentage of the Reimbursement Obligations arising with respect to each such draft in accordance with Section 4.2. The Borrower shall pay the Reimbursement Obligations arising in respect of such drafts honored by Wachovia Bank on or before the Termination Date. Each such payment shall be made to the Agent at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all Reimbursement Obligations remaining unpaid by the Borrower from the date such amounts are paid to the beneficiary of the Letters of Credit until payment in full to the Agent at the same interest rate applicable to the Term Loans.

(f) Section 7.1(ee) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(ee) Registration Exemption. Assuming the accuracy of the representations and warranties of the Lenders contained in Section 14.22 and Section 14.25, the offer and sale of the Series B Preferred Stock and the Series C Preferred Stock are exempt from the registration requirements of the Securities Act of 1933, as amended.

(g) Section 7.1 of the Credit Agreement is hereby amended by adding the following new clause (ff):

(ff) Series C Preferred Stock and Common Stock Issuable Upon Conversion. The Series C Preferred Stock is duly authorized and, when issued in compliance with the provisions of this Agreement, will be validly issued and outstanding, fully paid and nonassessable. Upon conversion of the Series C Preferred Stock into the common stock of the Borrower in accordance with the Series C Certificate of Designation, such common stock will be duly authorized, validly issued, fully paid and nonassessable.

(h) Section 8.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(a) Monthly Financial Statements. As soon as practicable and in any event within twenty (20) days after the end of each month of any given fiscal quarter of the Borrower (i) an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal month, (ii) unaudited Consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month and that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding budgeted figures set forth in the Business Plan for the portion of the Fiscal Year

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then ended and the corresponding figures for the preceding Fiscal Year for the portion of the Fiscal Year then ended and prepared by the Borrower in accordance with GAAP, subject to year end adjustments and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period which present fairly in all material respects the financial condition of the Borrower and its Subsidiaries as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments;

(i) Section 8.1(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(g) Accounts Payable and Accounts Receivable Report. No later than twenty (20) days after the last day of each fiscal month, a written report of accounts receivable and accounts payable including, without limitation, a written report with respect to the accounts receivable reserve by aging category, for the fiscal month then ending; and

(j) Section 9 of the Credit Agreement is hereby amended by adding the following new Section 9.18:

Section 9.18 SEC Filings. No later than September 29, 2003, the Borrower shall file with the SEC (i) the Borrower’s Form 10-K for the Fiscal Year ended June 30, 2003 and (ii) the Borrower’s Form 10-Q for the fiscal quarter ended March 31, 2003, each with footnotes and financial statements, not materially different from the drafts provided to the Lenders dated September 26, 2003. If required to be filed with the SEC or NASDAQ, the Borrower shall file with the SEC or NASDAQ on such date as required (i) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2001 and (ii) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2002.

(k) Section 9 of the Credit Agreement is hereby amended by adding the following new Section 9.19:

Section 9.19 Shareholder Approval. The Borrower shall use its best efforts to obtain the requisite stockholder approval, including using its best efforts to present a proposal to increase its authorized but unissued shares of common stock of the Borrower two times during calendar year 2004 (if the proposal is not approved upon first presentation).

(l) Section 10.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 10.1 Total Debt Leverage Ratio. As of any date of determination during any fiscal quarter as set forth below, permit the ratio of (a) the Consolidated Debt of the Borrower and its Domestic Subsidiaries on such date of determination to (b)

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Consolidated EBITDA of the Borrower and its Domestic Subsidiaries measured on an Annualized Basis for the fiscal quarter most recently ended on or before such date of determination, to exceed:

Fiscal Quarter Ending	Required Ratio
September 30, 2003	6.88:1.00
December 31, 2003	7.61:1.00
March 31, 2004	7.49:1.00
June 30, 2004	7.45:1.00
September 30, 2004	7.53:1.00
December 31, 2004	7.34:1.00
March 31, 2005	7.13:1.00
June 30, 2005	6.93:1.00
September 30, 2005	6.76:1.00
December 31, 2005	6.62:1.00
March 31, 2006	6.47:1.00
June 30, 2006	6.33:1.00
September 30, 2006	6.24:1.00
December 31, 2006	6.16:1.00

(m) Section 10.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 10.2 Minimum Tangible Net Worth. Permit the Tangible Net Worth of the Borrower and its Domestic Subsidiaries on a Consolidated basis in accordance with GAAP at the end of each fiscal quarter, of less than -$280,000,000.

(n) Section 10.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 10.3 Fixed Charge Coverage Ratio. As of the end of each fiscal quarter as set forth below, permit the ratio of (a) Consolidated EBIRTA of the Borrower and its Domestic Subsidiaries on such fiscal quarter end to (b) Consolidated Fixed Charges of the Borrower and its Domestic Subsidiaries, in each case measured on an Annualized Basis for such fiscal quarter, to be less than:

Fiscal Quarter Ending	Required Ratio
September 30, 2003	1.10:1.00
December 31, 2003	1.01:1.00
March 31, 2004	1.04:1.00
June 30, 2004	1.05:1.00
September 30, 2004	1.03:1.00
December 31, 2004	1.05:1.00
March 31, 2005	1.05:1.00
June 30, 2005	1.04:1.00
September 30, 2005	1.05:1.00

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December 31, 2005	1.05:1.00
March 31, 2006	1.06:1.00
June 30, 2006	1.08:1.00
September 30, 2006	1.11:1.00
December 31, 2006	1.10:1.00

(o) Section 10.4 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 10.4 Limitation on Capital Expenditures. The Borrower and its Domestic Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods:

Fiscal Year	Maximum Capital Expenditures per Fiscal Year
2004	$11,000,000
2005	$11,500,000
2006	$12,000,000
2007	$  6,500,000

(p) Section 11.4(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(f) investments by any Credit Party in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets, any combination thereof or any “pooling of interests”) of any other Person if each such acquisition meets all of the following requirements: (i) the Person to be acquired shall engage in the business conducted by the Borrower and its Subsidiaries as of the Closing Date or any other business reasonably related to the foregoing, (ii) a Wholly-Owned Subsidiary of the Borrower shall be the surviving Person and no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the acquisition, (iii) the Borrower shall have certified to the Agent that it is in pro forma compliance with each covenant contained in Section 9.11, Article 10 and Article 11 hereof prior to consummating the acquisition and, if any Lender requests in its sole discretion, the Borrower shall have provided evidence to the Agent of such pro forma compliance, (iv) the Fair Market Value of all Consideration (as defined below) paid in connection with such acquisition (or series of related acquisitions in the same Fiscal Year) shall not exceed $2,000,000; provided, that the Fair Market Value of all Consideration paid in connection with such acquisition of (x) a Foreign Subsidiary or of assets located outside of the United States or Canada shall not exceed $250,000 and (y) a Foreign Subsidiary or of assets located in Canada shall not exceed $750,000, and (v) the Fair Market Value of all Consideration paid in connection with all such acquisitions shall not exceed $3,000,000 in the aggregate for each Fiscal Year; provided that the Fair Market Value of all Consideration paid in connection with any such acquisitions of (x)

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Foreign Subsidiaries and assets located outside of the United States or Canada shall not exceed $250,000 in the aggregate for each Fiscal Year and (y) Foreign Subsidiaries and assets located in Canada shall not exceed $750,000 in the aggregate for each such Fiscal Year;

(q) Section 11.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Section 11.7 Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock or purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock; provided that (a) any Credit Party may pay dividends solely in shares of its own capital stock, (b) any Subsidiary may pay cash dividends to a Credit Party, (c) the Borrower may redeem the Series B Preferred Stock and the Series C Preferred Stock in accordance with the mandatory redemption provisions set forth in the Certificate of Designation and the Series C Certificate of Designation, as the case may be, (d) the Borrower may make contributions of (i) any amount of capital stock and (ii) cash in an aggregate amount not to exceed $1,000,000, in any Fiscal Year to its Employee Stock Ownership Plan; provided that, in connection with any distribution or payment pursuant to clauses (b), (c) and (d) above, no Default or Event of Default shall have occurred before and after giving effect to any such dividend or payment.

(r) Section 12.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(c) Default in Performance of Certain Covenants. (i) The Borrower shall default in the performance or observance of any covenant or agreement contained in Sections 8.2, 8.5(d), 9.1 (only if the default in the performance or observance of such covenant could reasonably be expected to have a Material Adverse Effect), 9.3, 9.11, 9.14 and Articles 10 and 11 of this Agreement and (ii) the Borrower shall default in the performance of Section 9.18 of this Agreement and such default shall continue for a period of fifteen (15) days after the occurrence thereof.

(s) Section 12.1(o) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(o) Redemption of Preferred Stock. The Borrower shall fail to redeem the Series B Preferred Stock or the Series C Preferred Stock by December 31, 2006.

(t) Section 14 of the Credit Agreement is hereby amended by adding the following new Section 14.25:

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Section 14.25 Representations Regarding the Series C Preferred Stock. Each Lender, on its own behalf or on behalf of its designee who is to receive any shares of Series C Preferred Stock, represents and warrants to the Borrower that:

(a) Purchase Entirely for Own Account. Such Lender, or such designee, is purchasing the Series C Preferred Stock for its own account, for investment purposes and not with a view to the resale or distribution of any part thereof. Such Lender, or such designee, will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Series C Preferred Stock or the common stock issuable upon conversion thereof, except in compliance with the Securities Act of 1933, as amended. By executing this Agreement, each Lender further represents that such Lender, or such designee, does not have any contract, undertaking, agreement or arrangement with any person to sell or transfer to such person or to any third person, the Series C Preferred Stock.

(b) Disclosure of Information. Such Lender, or such designee, further represents that it has had an opportunity to ask questions and receive answers from the Borrower regarding the terms and conditions of the Series C Preferred Stock and the business, properties and financial condition of the Borrower and to obtain additional information (to the extent the Borrower possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Lender or its designee solely in connection with the acquisition of the Series C Preferred Stock. The foregoing, however, does not limit or modify the representations and warranties of the Borrower in Article 7 of this Agreement or the right of such Lender or its designee to rely thereon.

(c) Investment Experience. Such Lender, or such designee, represents that it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. Such Lender, or its designee, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Series C Preferred Stock. Such Lender, or its designee, also represents it has not been organized solely for the purpose of acquiring the Series C Preferred Stock.

(d) Restricted Securities. Such Lender, or its designee, understands that shares of the Series C Preferred Stock are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. In addition, such Lender, or its designee, represents that it is familiar with SEC Rule 144, as currently in effect and understands the resale limitations imposed thereby. Each Lender, or its designee, understands that no

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public market currently exists for the Series C Preferred Stock and that there are no assurances that any such market will be created.

(u) Section 14 of the Credit Agreement is hereby amended by adding the following new Section 14.26:

Section 14.26 Covenant Regarding Voting the Series C Preferred Stock. At any meeting of Borrower’s stockholders prior to conversion of the Series C Preferred Stock, each Lender hereby agrees to vote, or cause its designee to vote, each share of its Series C Preferred Stock in favor of any proposal to increase Borrower’s authorized common stock to facilitate the conversion of the Series C Preferred Stock.

(v) Annex D of the Credit Agreement (Preferred Stock) is hereby amended and restated in its entirety as attached hereto.

(w) Annex E of the Credit Agreement (Series C Preferred Stock) and Annex F of the Credit Agreement (Series C Certificate of Designation) are each hereby added to the Credit Agreement as attached hereto.

3. Conditions to Effectiveness. The effectiveness of this First Amendment shall be subject to the satisfaction of the following conditions precedent:

(a) Execution and Delivery. Executed copies of the following, in form and substance reasonably satisfactory to the Agent, the Issuing Bank and each Lender:

(i) This First Amendment; and

(ii) an amended and restated Term Note for each Term Loan Lender (collectively, the “Amended and Restated Term Notes”).

(b) Opinion of Counsel. The Agent shall have received a favorable opinion of counsel to the Borrower and the Subsidiary Guarantors addressed to the Agent and Lenders with respect to the Borrower, certain Subsidiary Guarantors, the Loan Documents and such other matters as the Lenders shall reasonably request, substantially in form and substance acceptable to the Issuing Bank and the Lenders.

(c) Payment at Closing. There shall have been paid by the Borrower to the Agent, the Issuing Bank and the Lenders (A) any accrued and unpaid interest, letter of credit fees and any other fees, charges or expenses due under the Credit Agreement, (B) all reasonable out-of-pocket expenses incurred by the Agent, the Issuing Bank and any of the Lenders in connection with the preparation, negotiation and documentation of the First Amendment, (C) all reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP incurred in connection with the preparation, negotiation, documentation and execution of the First Amendment for which written statements have been delivered to the Borrower, and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and

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other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(d) Updated Business Plan. The Agent and the Lenders shall have received an update to the Business Plan (the “Updated Business Plan”) previously provided to the Agent and the Lenders on September 17, 2002 entitled “Fiscal 2003 Business and Financial Plan” which shall include projected quarterly financial statements of the Borrower and its Subsidiaries for the Fiscal Years 2004, 2005 and 2006 and the first two fiscal quarters of Fiscal Year 2007, substantially in a form acceptable to the Issuing Bank and the Lenders, such projections to be accompanied by a certificate of the chief financial officer and chief executive officer of the Borrower to the effect that such projections, in the reasonable judgment of the Borrower, are (A) based on estimates and assumptions, all of which are reasonable in light of the conditions which existed at the time such projections were made, (B) have been prepared on the basis of the assumptions stated therein, and reflect, as of the time so furnished and the First Amendment Effective Date, the reasonable estimate of the Borrower of the results of the operations and other information projected therein, and (C) are consistent with the Updated Business Plan.

(e) SEC Filings. The Agent shall have received a draft of (i) the Borrower’s Form 10-K for the Fiscal Year ended June 30, 2003 and (ii) the Borrower’s Form 10-Q for the fiscal quarter ended June 30, 2003, each with footnotes and financial statements.

(f) Mandatory Prepayment. The Borrower shall have prepaid the Loans in accordance with Section 3.3(b)(i) in an amount equal to $1,000,000 which amount shall reflect the MedStar Area Metropolitan Ambulance Authority settlement.

(g) Series C Certificate of Designation. The Borrower shall provide evidence satisfactory to the Agent that the Series C Certificate of Designation in form and substance satisfactory to the Agent has been filed with the Secretary of State of the State of Delaware relating to the issuance of the Series C Preferred Stock described in clause (h) below.

(h) Issuance of Series C Preferred Stock. (i) Cerberus Partners, L.P. (“Cerberus”) shall have received 114,855 shares of Series C Preferred Stock to be issued by the Borrower to Cerberus or its nominee issued pursuant to the Series C Certificate of Designation, (ii) Special Value Bond Fund II, LLC (“Special Value”) shall have received 133,812 shares of Series C Preferred Stock to be issued by the Borrower to Special Value or its nominee issued pursuant to the Series C Certificate of Designation and (iii) and Special Value Absolute Return Fund, LLC (“SVARF”) shall have received 35,312 shares of Series C Preferred Stock to be issued by the Borrower to SVARF or its nominee issued pursuant to the Series C Certificate of Designation.

(i) Consent to Issuance of Series C Preferred Stock. The Borrower shall provide to the Agent written evidence, in form and substance satisfactory to the Agent, that a majority of the holders of the Series B Preferred Stock have consented to the authorization and the issuance of the Series C Preferred Stock described in clause (h) above.

(j) Amendment to Registration Rights Agreement. The Borrower shall provide to the Agent a duly executed amendment to the Registration Rights Agreement, in form and substance satisfactory to the Agent.

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(k) Amendment to Rights Agreement. The Borrower shall provide to the Agent a duly executed amendment, in form and substance satisfactory to the Agent, to that certain Rights Agreement by and between the Borrower and Computershare Trust Company, Inc. (f/k/a American Securities Transfer, Inc.), dated as of August 23, 1995, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of October 30, 2002.

(l) Amendment Fee. The Borrower shall have paid to the Agent an amendment fee in the amount of (i) $311,702.98 for the account of General Electric Capital Corporation and (ii) $203,033.41 for the account of PAM Capital Funding LP.

(m) Approvals. The Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this First Amendment, the other Loan Documents and any other documents or consents delivered in connection herewith or (ii) an officer’s certificate in form and substance reasonably satisfactory to the Agent affirming that no such consents or approvals are required.

(n) Other Documents. The Borrower shall deliver such other documents as the Agent may reasonably request.

4. Acknowledgments and Agreements.

(a) To induce the Agent, the Issuing Bank and the Lenders to execute this First Amendment, each Credit Party hereby acknowledges, stipulates and agrees as follows:

(i) The Acknowledged Defaults constitute “Events of Default” under the Loan Agreement that have occurred, remain uncured and are continuing as of time of this First Amendment, subject to the waiver of such Acknowledged Defaults as provided in this First Amendment.

(ii) Except as provided in this First Amendment, as of the date of satisfaction of all the conditions precedent to the effectiveness of this First Amendment, nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies of the Agent, the Issuing Bank or the Lenders, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the other Loan Documents or Applicable Law.

(iii) As of the First Amendment Effective Date, (i) the aggregate outstanding principal amount of the Term Loans, including the amount referenced in Section 4(b)(i) herein, is $152,555,019.08, (ii) the aggregate outstanding principal amount of the New Facility Loans is $0 and (iii) the L/C Obligations are $2,500,000, which amounts constitute Obligations of the Borrower.

(iv) The obligations of the Credit Parties under this First Amendment of any nature whatsoever, whether now existing or hereafter arising, are “Obligations” as defined in the Credit Agreement.

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(v) Neither the Agent, the Issuing Bank nor any Lender has at any time directed or participated in any aspect of the management of the Credit Parties or any of their respective Affiliates or the conduct of the businesses of the Credit Parties or any of their respective Affiliates, and the Credit Parties and any of their respective Affiliates, have made all of their respective business decisions independently of the Agent, the Issuing Bank or any Lender. Notwithstanding any other provision of this First Amendment, the Credit Agreement, the other Loan Documents, or any other contract or instrument between the Credit Parties or any of their respective Affiliates, on the one hand, and the Agent, the Issuing Bank and the Lenders, or any of them, on the other hand other than with respect to the Series B Preferred Stock (but solely to the extent set forth in any agreements governing the Series B Preferred Stock): (i) the relationship between the Agent, the Issuing Bank or any Lender, on the one hand, and each of the Credit Parties, or any of their respective Affiliates, on the other hand, shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent, the Issuing Bank nor any Lender is or shall be construed as a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of the Credit Parties or any of their respective Affiliates (or any other Person), and neither the Agent, the Issuing Bank nor any Lender intends to assume any such status at any time; and (iii) neither the Agent, the Issuing Bank nor any Lender shall be deemed responsible for (or a participant in) any acts, omissions or decisions of the Credit Parties or any of their respective Affiliates, or any other Lender or, in the case of Lenders or Issuing Bank, the Agent.

(vi) The Credit Parties have no claims, demands, defenses, damages, suits, cross complaints, counterclaims, conditions, causes of action, debts, offsets, disgorgements or assertions of any kind or nature whatsoever, whether known or unknown, and whenever or however arising that can be asserted to reduce or eliminate all or any part of their respective liability to repay the Obligations, or to seek any affirmative relief or damages of any kind or nature from the Agent, the Issuing Bank or Lenders, or any of them, that arises out of or relates to any Prior Event (the “Claims”), and to the extent any such Claims exist, they are fully and forever released as provided in Section 7 below. As used herein the term “Prior Event” means any transaction, event, circumstances, action, failure to act or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun prior to the execution of this First Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to or by virtue of any terms of this First Amendment, the Credit Agreement, the other Loan Documents, the transactions referred to herein and/or therein, or oral or written agreement relating to any of the foregoing, including without limitation any approval or acceptance given or denied. To the extent any such Claims exist, they are fully, forever and irrevocably released as provided in Section 7.

(b) The Agent, the Issuing Bank, the Lenders and each Credit Party each hereby acknowledge, stipulate and agree as follows:

(i) As of the First Amendment Effective Date, the Loans and Reimbursement Obligations have accrued interest at the default rate as set forth in Section 5.1(c) of the Credit Agreement for the period commencing on May 15, 2003 through, but excluding, the First Amendment Effective Date in an aggregate amount of $1,134,684.71; which amount shall be capitalized as additional principal to the amount of the Term Loan Commitment as reflected in the Amended and Restated Term Note of each Term Loan Lender on a pro rata basis.

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(ii) Upon the satisfaction (or waiver by the Lenders and the Issuing Bank) of the conditions precedent to effectiveness of this First Amendment and upon the issuance of the Amended and Restated Term Notes evidencing the Obligations under the Credit Agreement after giving effect to the amendments thereof pursuant to this First Amendment, all Term Notes previously executed by the Borrower to evidence the Obligations shall be deemed cancelled and of no further force and effect and shall be superseded by the Amended and Restated Term Notes executed and delivered to the Lenders by the Borrower pursuant to this First Amendment.

(iii) Beginning no later than June 1, 2004, each of the Borrower and the Lenders agree to use reasonable best efforts to replace all then outstanding Letters of Credit with letters of credit issued by an institution other than Wachovia Bank, National Association, which replacement shall occur no later than December 31, 2004. Wachovia Bank, National Association has advised Lenders and Borrower of its intention to take steps regarding presently existing Letters of Credit to insure that the term of each of them expires on or before December 31, 2004. Each of the Lenders and the Borrower have consented to such steps, which may include notices of termination of so-called evergreen Letters of Credit which, in turn, may result in presentation of draws under those Letters of Credit if they are not replaced.

5. Waiver of Acknowledged Defaults; Onetime Waiver, etc.

(a) The Borrower and the other Credit Parties have requested that Agent and Lenders waive the exercise of their respective rights and remedies under the Credit Agreement and the other Loan Documents in respect of the Acknowledged Defaults. Effective upon the fulfillment of each condition set forth in Section 3 above, Agent and each Lender agrees (x) to waive only the Acknowledged Defaults and (y) to waive the exercise of any rights or remedies arising solely by the occurrence of the Acknowledged Defaults. Nothing contained in this First Amendment, the Credit Agreement or any other Loan Document shall constitute or be construed to be (i) a waiver or obligation to forbear in respect of any Default or Event of Default that is not an Acknowledged Default or which may hereafter occur, whether of identical nature to the Acknowledged Defaults (including, without limitation, any Event of Default in respect of the covenants set forth in Section 10 of the Credit Agreement for any period after the date hereof) or otherwise or (ii) a waiver of a continuing covenant, representation or warranty set forth in the Credit Agreement or any other Loan Document, all of which are hereby expressly reserved.

(b) Each of the waivers set forth in this Section 5 does not preclude any exercise or further exercise of any other right, power, privilege or remedies under or in respect of the Credit Agreement or the other Loan Documents, at law, in equity or otherwise in connection with the obligations owing by Borrower thereunder, and all collateral security and/or guarantees thereof, all of which are expressly reserved, including without limitation, the taking of any action or remedy based upon any Default or Event of Default other than the Acknowledged Defaults.

(c) This First Amendment shall not be deemed or otherwise construed to be a commitment or any other undertaking or expression of any willingness to engage in any discussions with any Credit Party or any other Person with respect to any waiver, amendment, modification or any change to the Credit Agreement or the other Loan Documents or any rights or remedies arising in favor of the Agent, the Issuing Bank or the Lenders, or any of them, under or with respect to any such documents; or to be a waiver of, or consent to or a modification or

15

amendment of, any other term or condition of any other agreement by and among any Credit Party, on the one hand, and the Agent, the Issuing Bank or any other Lender, on the other hand.

6. Ratification of Obligations, Etc. By its execution of this First Amendment, each Credit Party (a) ratifies and reaffirms their obligations under the Credit Agreement (as modified by this First Amendment), the Subsidiary Guaranty and the other Loan Documents to which it is a party in all respects, and confirms that each such agreement to which it is a party is valid and enforceable against such Credit Party, as applicable, and (b) agrees that there are no oral agreements or understandings among any Credit Party and Agent or any Lender relating to this First Amendment, the Credit Agreement or any other Loan Document.

7. Release of Liability. (a) In consideration for the agreements of the Agent, the Issuing Bank and the Lenders set forth in this First Amendment, each Credit Party and each of their respective Subsidiaries, any Person claiming by, through or under any Credit Party or their respective Subsidiaries and all of their respective, predecessors, successors and assigns (each, a “Releasor” and collectively, the “Releasors”), hereby fully release, remise, waive and forever discharge Agent, the Issuing Bank and the Lenders, the parents of the Agent, the Issuing Bank and the Lenders, any or all of the Agent’s, the Issuing Bank’s and the Lenders’ Subsidiaries and all other Affiliates, predecessors and successors of the Agent, the Issuing Bank and the Lenders, and all past and present Subsidiaries, Affiliates, officers, directors, agents, employees, servants, partners, shareholders, attorneys, financial advisors, representatives and managers of the Agent, the Issuing Bank and the Lenders, for, from, and against any and all claims, counterclaims, liens, demands, defenses, causes of action, controversies, offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, set forth in, relating to or arising out of, or in any way connected with or resulting from the Commitments, any Extensions of Credit, the Obligations, the Loan Documents or this First Amendment, including, without limitation, any action, omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, that the Releasors, or any one or more of them, has had in the past, or now has, whether known or unknown, whether asserted or unasserted, by reason of any matter, cause or thing. This section shall survive the termination of this First Amendment, the Credit Agreement or any other Loan Document.

(b) Each Releasor has been advised by counsel with respect to the release contained in Section 7(a). Each Releasor hereby affirms its intent to waive unknown claims and to waive any statutory protection available in any applicable jurisdiction with respect thereto.

8. Representations and Warranties. Each Credit Party, as applicable, represents and warrants as follows:

(a) Each Credit Party is duly authorized and empowered to enter into, to execute and deliver this First Amendment and to perform its obligations hereunder and under the other Loan Documents (as amended, modified, or required hereby) to which it is a party. The execution, delivery, and performance by the Credit Parties of this First Amendment and the performance by it of each other Loan Document (as amended, modified, or required hereby) to which it is a party (a) have been duly authorized by all necessary corporate action and (b) do not and will not (i) except as set forth in Schedule 8(a) hereto, require any consent or approval of the stockholders of any Credit Party, (ii) contravene any Credit Party’s charter, certificate of incorporation, operating

16

agreement or by-laws, (iii) violate, or cause to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award in effect having applicability to any Credit Party, except to the extent such violation or default is immaterial individually or in the aggregate, (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which any Credit Party is a party or by which it or its property may be bound or affected, except to the extent that any such breach or default is immaterial individually or in the aggregate, or (v) result in, or require, the creation or imposition of any Lien (other than Liens expressly permitted under the Credit Agreement) upon or with respect to any of the property now owned or hereafter acquired by any Credit Party.

(b) Updated Business Plan. The Updated Business Plan reflects the sole and final business plan of the Borrower and has been approved and adopted by resolution of the Board of Directors of the Borrower.

(c) Enforceability. This First Amendment has been duly executed and delivered by Borrower and each Subsidiary Guarantor. This First Amendment and each other Loan Document (as amended, modified, or required hereby) is the legal, valid and binding obligation of the Credit Parties, enforceable against such Credit Party in accordance with its terms, and is in full force and effect.

(d) Representations and Warranties. The representations and warranties contained in each Loan Document are true, correct, and complete in all material respects on and as of the date hereof as though made on and as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date).

(e) No Default. Except for the Acknowledged Defaults, no Default or Event of Default has occurred and is continuing on the date hereof or would result from the consummation of the transactions contemplated herein.

(f) SEC and NASDAQ Filings. As of the First Amendment Effective Date, neither the SEC nor NASDAQ requires the Borrower to file (i) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2001 and (ii) an amended Borrower’s Form 10-K for the Fiscal Year ended June 30, 2002.

9. Miscellaneous.

(a) Execution in Counterparts. This First Amendment may be executed in any number of counterparts, by original, facsimile or electronic mail signature, each of which, when so executed and delivered shall be deemed an original, all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of the signature page of this First Amendment by facsimile or by electronic mail transmission shall be equally effective as delivery of a manually executed counterpart. Any party delivering an executed counterpart of the signature page to this First Amendment by facsimile or by electronic mail transmission thereafter shall deliver promptly a manually executed counterpart, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this First Amendment.

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(b) No Other Amendment. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. This First Amendment shall be deemed a part of and hereby is incorporated in the Credit Agreement.

(c) Governing Law. This First Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, as more fully set forth in the Credit Agreement.

(d) Entire Agreement. This First Amendment, together with all other instruments, agreement, and certificates executed by the parties in connection herewith or with reference thereto, embodies the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supercedes all prior agreements, understanding, and inducements, whether express or implied, oral or written.

(e) Titles and Captions. Titles and captions of Articles, Sections and subsection in this First Amendment are for convenience only, and neither limit nor amplify the provisions of this First Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized officers, all as of the day and year first written above.

BORROWER:
RURAL/METRO CORPORATION, A DELAWARE CORPORATION
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Senior Vice President

AGENT:
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent
By:	/s/    MELISSA MCDONALD
Name:	Melissa McDonald
Title:	Vice President

LENDERS:
SPECIAL VALUE BOND FUND II, LLC
By:	SVIM/MSM II, LLC
	Its Managing Member
By:	TENNENBAUM & CO., LLC
	Its Managing Member
By:	/s/    HOWARD LEVKOWITZ
Name:	Howard Levkowitz
Title:	Principal

SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
By:	SVAR/MM, LLC
	Its Managing Member
By:	TENNENBAUM CAPITAL PARTNERS, LLC
	Its Managing Member
By:	TENNENBAUM & CO., LLC
	Its Managing Member
By:	/s/    HOWARD LEVKOWITZ
Name:	Howard Levkowitz
Title:	Principal

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/    WILLIAM E. MAGEE
Name:	William E. Magee
Title:	Duly Authorized Signatory

CERBERUS PARTNERS, L.P.
By:	CERBERUS ASSOCIATES, L.L.C.
	Its General Partner
By:	/s/    STEPHEN FEINBERG
Name:	Stephen Feinberg
Title:	Managing Member

PAM CAPITAL FUNDING LP
By:	HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager
By:	/s/    TODD TRAVERS
Name:	Todd Travers
Title:	Senior Portfolio Manager

The undersigned are executing this First Amendment for the limited purpose of agreeing to the matters set forth in Sections 4, 6, 7, 8 and 9 of this First Amendment.

AID AMBULANCE AT VIGO COUNTY, INC., an Indiana corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

AMBULANCE TRANSPORT SYSTEMS, INC., a New Jersey corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

AMERICAN LIMOUSINE SERVICE, INC., an Ohio corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

BEACON TRANSPORTATION, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

COASTAL EMS, INC., a Georgia corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

CORNING AMBULANCE SERVICE INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

DONLOCK, LTD., a Pennsylvania corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

E.M.S. VENTURES, INC., a Georgia corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

EMS VENTURES OF SOUTH CAROLINA, INC., a South Carolina corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

EASTERN AMBULANCE SERVICE, INC., a Nebraska corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

EASTERN PARAMEDICS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

GOLD CROSS AMBULANCE SERVICES, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

GOLD CROSS AMBULANCE SERVICE, OF PA., INC., an Ohio corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

KEEFE & KEEFE, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

KEEFE & KEEFE AMBULETTE, LTD., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

LASALLE AMBULANCE INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MEDI-CAB OF GEORGIA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MEDICAL EMERGENCY DEVICES AND SERVICES (MEDS), INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MEDICAL TRANSPORTATION SERVICES, INC., a South Dakota corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MEDSTAR EMERGENCY MEDICAL SERVICES, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MERCURY AMBULANCE SERVICE, INC., a Kentucky corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

METRO CARE CORP., an Ohio corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MO-RO-KO, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MULTI CAB INC., a New Jersey corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MULTI-CARE INTERNATIONAL, INC., a New Jersey corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MULTI-CARE MEDICAL CAR SERVICE, INC., a New Jersey corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MULTI-HEALTH CORP., a Florida corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

MYERS AMBULANCE SERVICE, INC., an Indiana corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

NATIONAL AMBULANCE & OXYGEN SERVICE, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

NORTH MISS. AMBULANCE SERVICE, INC., a Mississippi corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

PROFESSIONAL MEDICAL SERVICES, INC., an Arkansas corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RISC AMERICA ALABAMA FIRE SAFETY SERVICES, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M MANAGEMENT CO., INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M OF MISSISSIPPI, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M OF TENNESSEE G.P., INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M OF TENNESSEE L.P., INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M OF TEXAS G.P., INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

R/M PARTNERS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RMC CORPORATE CENTER, L.L.C., an Arizona limited liability company
By:	RURAL/METRO CORPORATION, an Arizona corporation, Its Member
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RMFD OF NEW JERSEY, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO COMMUNICATIONS SERVICES, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO CORPORATION, an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO CORPORATION OF FLORIDA, a Florida corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO CORPORATION OF TENNESSEE, a Tennessee corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO FIRE DEPT., INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO HOSPITAL SERVICES, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO LOGISTICS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO MID-ATLANTIC, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF ALABAMA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO MID-SOUTH, L.P., a Delaware limited partnership
By:	R/M OF TENNESSEE, a Delaware corporation Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO PROTECTION SERVICES, INC., an Arizona corporation (f/k/a Metropolitan Fire Dept., Inc.)
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF ALABAMA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF ARKANSAS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF ARLINGTON, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF BREWERTON, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF CALIFORNIA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF CENTRAL ALABAMA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF CENTRAL COLORADO, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF CENTRAL OHIO, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF COLORADO, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF GEORGIA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF GREATER SEATTLE, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF INDIANA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF INDIANA, L.P., a Delaware limited partnership
By:	THE AID AMBULANCE COMPANY, INC., a Delaware corporation, Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF INDIANA II, L.P., a Delaware corporation
By:	THE AID AMBULANCE COMPANY, INC., a Delaware corporation, Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF KENTUCKY, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF MISSISSIPPI, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF NEBRASKA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF NEW YORK, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF NORTH FLORIDA, INC., a Florida corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF NORTH TEXAS, L.P., a Delaware limited partnership
By:	R/M OF TEXAS G.P. INC., a Delaware corporation Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF NORTHERN OHIO, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF OHIO, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF OREGON, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF ROCHESTER, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF SAN DIEGO, INC., a California corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF SOUTH CAROLINA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF SOUTH DAKOTA, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF SOUTHERN OHIO, INC., an Ohio corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF TENNESSEE, L.P., a Delaware limited partnership
By:	R/M OF TENNESSEE, G.P., INC., a Delaware corporation, Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF TEXAS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF TEXAS, L.P., a Delaware limited partnership
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO OF TENNESSEE, L.P., a Delaware limited partnership
By:	R/M OF TEXAS G.P., INC., a Delaware corporation, Its General Partner
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

RURAL/METRO TEXAS HOLDINGS, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SW GENERAL, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SIOUX FALLS AMBULANCE, INC., a South Dakota corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTH GEORGIA EMERGENCY MEDICAL SERVICES, INC., a Georgia corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTHWEST AMBULANCE OF CASA GRANDE, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTHWEST AMBULANCE AND RESCUE OF ARIZONA, an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTHWEST AMBULANCE OF NEW MEXICO, INC., a New Mexico corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTHWEST AMBULANCE OF TUCSON, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

SOUTHWEST GENERAL SERVICES, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

THE AID AMBULANCE COMPANY, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

THE AID COMPANY, INC., an Indiana corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

TOWNS AMBULANCE SERVICE, INC., a New York corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

VALLEY FIRE SERVICE, INC., a Delaware corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary

W & W LEASING COMPANY, INC., an Arizona corporation
By:	/s/    JOHN S. BANAS III
Name:	John S. Banas III
Title:	Secretary