Basic Annual Retainer For Each Director: $70,000.

Exhibit 10.2


RURAL/METRO CORPORATION BOARD OF DIRECTORS

COMPENSATION SCHEDULE


Effective July 1, 2004


Amount


1.

Basic annual retainer for each director: $70,000.


a.

Assumes: (i) four quarterly Board meetings with related committee meetings; and (ii) membership on at least two committees.

b.

Retainer is paid in full even if fewer meetings or committee memberships are involved.

c.

Retainer is paid in full whether or not the member of the Board attends the meetings.

2.

Additional fees for Board meetings held separately from the four quarterly Board meetings: $1,000 for telephone participation; $2,000 for in-person attendance.


3.

Additional fees for committee meetings held separately from the four quarterly committee meetings: $1,000 for telephone participation; $2,000 for in-person attendance.


4.

Additional annual retainer for Chairman of the Board: $50,000.


5.

Additional a ...