AMENDMENT NO. 1 to CHANGE IN CONTROL AGREEMENT

Exhibit No. 10.2

AMENDMENT NO. 1

to

CHANGE IN CONTROL AGREEMENT

This Amendment No. 1 (this “Amendment”) is dated effective February 8, 2008 by and between Jack E. Brucker (“Executive”) and Rural/Metro Corporation (“Rural/Metro”), and amends the Change in Control Agreement between the parties dated effective April 25, 2002 (the “Original Agreement”).

“The COC payment will be paid in one lump sum within five days following your termination of employment provided, however, that if, at the time of your termination of employment, you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code (the “Code”) and are subject to the provisions of Section 409A(a)(2)(B) of the Code (or any comparable successor provision), the COC Payment will be paid in one lump sum on the date that is six months after the date of your “separation from service” from the Company (as such term is defined for purposes of Section 409A of the Code). In the event of your death, any unpaid portion of the COC payment will be paid immediately to your surviving spouse or, if there is no surviving spouse, to your family trust or, if there is no family trust, to your estate.”

“However, if your employment with the Company is terminated without “Cause” within two years following a Change of Control or you terminate your employment with the Company for “Good Reason” within two years following a Change of Control, each Existing Option and any other option that you hold will remain

exercisable until the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original grant date of the option.”

“The Benefit Allowance shall be paid on a monthly basis. The cost of providing the unavailable benefit to a similarly situated employee will be determined by Rural/Metro in the exercise of its discretion.”

“To the extent any payment under this Agreement, when combined with all other payments received during the same calendar year that are subject to the limitations on deductibility under Section 162(m) of the Code, would exceed the limitations on deductibility under Section 162(m) of the Code for such year, such excess shall be deferred until the earliest date(s) at which Rural/Metro reasonably anticipates that the deduction of such payment will not be limited or eliminated by application of Section 162(m). Such deferred amounts shall bear interest at the rate of eight percent (8%) per annum.”

IN WITNESS WHEREOF, Rural/Metro and Executive have executed this Amendment.

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