0001193125-09-058673 Sample Contracts

RURAL/METRO CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., As Rights Agent Amendment No. 2 to Rights Agreement Dated as of August 24, 2005
Rights Agreement • March 19th, 2009 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans

AMENDMENT NO. 2 (the “Amendment”), dated as of March 19, 2009 (the “Amendment Effective Date”) to that certain Rights Agreement, dated as of August 24, 2005, as amended effective September 15, 2008 (the “Agreement”), between Rural/Metro Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as successor to Computershare Trust Company, Inc. (the “Rights Agent”). All capitalized terms used, but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.

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