EXHIBIT 4.2

DEFERRED COMPENSATION PLAN                        [photographs of faces omitted]

ROLLINS, INC.
PLAN AGREEMENT



THIS PLAN  AGREEMENT  (this  "Agreement")  is entered into as of January 1, 2006
between  Rollins,  Inc.  (the  "Company"),  and  _________________________  (the
"Participant").

                                    RECITALS

A.   The  Participant is a key Employee of the Company,  and the Company desires
     to have the continued services of the Participant.

B.   The Company has adopted the Rollins,  Inc. Deferred  Compensation Plan (the
     "Plan"),  a non-qualified  deferred  compensation plan, and the Participant
     qualifies to participate in the Plan.

C.   The Participant desires to participate in the Plan.

                                   AGREEMENT

NOW THEREFORE, it is mutually agreed that:

1.   Definitions.  Unless otherwise provided in this Agreement,  the capitalized
     terms in this  Agreement  shall  have the  meanings  given them in the Plan
     document, as amended (the "Plan Document").

2.   Integrated Agreement: Parties Bound. The Plan Document, a copy of which has
     been delivered to the Participant,  is hereby  incorporated into and made a
     part of this  Agreement  by  reference  as though set forth in full in this
     Agreement.  The parties to this  Agreement  agree to and shall be bound by,
     and have the benefit of, each and every  provision of the Plan as set forth
     in the Plan Document.  This Agreement and the Plan Document,  collectively,
     shall be considered one complete contract between the parties.

3.   Acknowledgments.  The Participant hereby  acknowledges that the Participant
     has received a copy of the Plan Document, and has read and understands this
     Agreement and the Plan Document.  The Participant further acknowledges that
     the Plan, and the compensation  deferrals or Company  contributions made on
     his or her  behalf  under the Plan,  shall be  subject to such rules as are
     necessary  to  preserve  the  tax-deferred  status of these  amounts  under
     applicable  law,  including  Section  409A  and  any  Treasury   Department
     regulations  or  other  authoritative   guidance  issued  thereunder.   The
     Participant  further  acknowledges  that the  Company  may  amend  the Plan
     Document at any time,  retroactively  if necessary,  to comply with Section
     409A.

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PLAN AGREEMENT CONTINUED...


4.   Conditions to  Participation.  As a condition to participation in the Plan,
     the Participant must complete, sign, date, and return to the Plan Committee
     an original  copy of this  Agreement,  a  Beneficiary  Designation  Form, a
     Consent to Insurance  Form,  and any other  election  forms required by the
     Plan Committee for Plan enrollment.

5.   Successors and Assigns.  This Agreement  shall inure to the benefit of, and
     be  binding  upon,  the  Company,  its  successors  and  assigns,  and  the
     Participant and his or her heirs, beneficiaries or estate.

6.   Governing Law.  Subject to the Employee  Retirement  Income Security Act of
     1974, as amended,  this Agreement  shall be governed by and construed under
     the laws of the State of Georgia.

IN WITNESS WHEREOF, the Participant has signed and the Company has accepted this
Plan Agreement as of the date first written above.

                                           PARTICIPANT


___________________                        ______________________________
Date                                       Signature of Participant


                                           ______________________________
                                           Type or Print Name


AGREED AND ACCEPTED BY THE COMPANY:

                                           ROLLINS, INC.


                                           ______________________________
                                           Signature of Officer
                                           Or Duly Authorized Agent


                                           ______________________________
                                           Type or Print Name

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