X0202 4 2008-04-14 0 0000906326 RURAL/METRO CORP /DE/ RURL 0001430708 Shackelton Christopher S 825 THIRD AVENUE 36TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2008-04-14 4 A 0 10000 0 A 1687459 I See Notes 1 and 2 These securities were granted to Mr. Shackelton following his appointment as a director of the Issuer. He holds them, however, for the benefit of an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company, is general partner, and Coliseum Capital Management, LLC, a Delaware limited liability company (together with Coliseum Capital, LLC, "Coliseum"), is investment adviser. Mr. Shackelton is an employee of Coliseum. Each of Mr. Shackelton and Coliseum disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Restricted Stock Unit ("RSU") grant pursuant to 2008 Incentive Stock Plan which represents a contingent right to receive one share of Rural/Metro Corporation common stock. Subject to continued service, the restricted stock units vest as follows (a) 3,000 RSUs vest on the date of the first annual meeting of stockholders following fiscal year 2008; (b) 3,000 vest on the date of the annual meeting of stockholders following fiscal year 2009; and (c) 4,000 vest on the date of the annual meeting of stockholders following fiscal year 2010. Christopher Shackelton 2008-04-15