PROTECTION ONE INC Contracts & Agreements

AGREEMENT AND PLAN OF MERGER By and Among PROTECTION HOLDINGS, LLC, PROTECTION ACQUISITION SUB, INC., and PROTECTION ONE, INC. Dated as of April 26, 2010 (Filed With SEC on April 26, 2010)

TENDERAND SUPPORT AGREEMENT (Filed With SEC on April 26, 2010)

Guaranty (Filed With SEC on April 26, 2010)

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 22, 2010)

STOCK OPTION AGREEMENT (Filed With SEC on February 22, 2010)

2008 PROTECTION ONE, INC. LONG TERM INCENTIVE PLAN RESTRICTED SHARES AWARD AGREEMENT (Filed With SEC on February 22, 2010)

PROTECTIONONE, INC. 2010 STOCK APPRECIATION RIGHTS PLAN (Filed With SEC on February 22, 2010)

FINAL SETTLEMENT AGREEMENT (Filed With SEC on January 6, 2010)

PROTECTION ONE, INC. SENIOR MANAGEMENT SHORT-TERM INCENTIVE PLAN EffectiveJanuary 1, 2009 (Filed With SEC on June 5, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on May 11, 2009)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 11, 2009)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 11, 2009)

$110,340,000 CREDIT AGREEMENT among PROTECTION ONE, INC., PROTECTION ONE ALARMMONITORING, INC., as Borrower, The Several Lenders from Time to Time PartiesHereto, LEHMAN BROTHERS... (Filed With SEC on March 19, 2008)

PROTECTION ONE, INC. SENIOR MANAGEMENT SHORT-TERM INCENTIVE PLAN EffectiveJanuary 1, 2007 (Filed With SEC on August 29, 2007)

PROTECTION ONEALARM MONITORING, INC., as Issuer, and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, as Guarantors 818%SENIOR SUBORDINATED NOTES DUE 2009 SECONDSUPPLEMENTAL... (Filed With SEC on May 15, 2007)

FIRST SUPPLEMENTAL INDENTURE (Filed With SEC on April 6, 2007)

PROTECTION ONE ALARM MONITORING, INC., as the Company, PROTECTION ONE, INC., as the Parent Guarantor, THE OTHER GUARANTOR PARTIES HERETO, as Subsidiary Guarantors, and WELLS FARGO... (Filed With SEC on April 6, 2007)

PROTECTION ONE ALARMMONITORING, INC. (a Delaware corporation) 12% Senior Secured Notesdue 2011 REGISTRATIONRIGHTS AGREEMENT April 2, 2007 (Filed With SEC on April 6, 2007)

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (Filed With SEC on April 6, 2007)

NOTES SECURITY AGREEMENT (Filed With SEC on April 6, 2007)

PLEDGE AGREEMENT (Filed With SEC on April 6, 2007)

INTERCREDITOR AGREEMENT (Filed With SEC on April 6, 2007)

EMPLOYMENTAGREEMENT (Filed With SEC on March 16, 2007)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 16, 2007)

FIRST AMENDMENT DATED AS OF MARCH13, 2007 (Filed With SEC on March 16, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on March 13, 2007)

AGREEMENT AND PLAN OF MERGER among PROTECTION ONE, INC., TARA ACQUISITION CORP. and INTEGRATED ALARM SERVICES GROUP, INC. Dated as of December 20, 2006 (Filed With SEC on December 21, 2006)

STOCKHOLDERSAGREEMENT (Filed With SEC on December 21, 2006)

LOCK UP AND CONSENT AGREEMENT (Filed With SEC on December 21, 2006)

BEAR, STEARNS & CO. INC. (Filed With SEC on December 21, 2006)

REORGANIZATION AGREEMENT (Filed With SEC on December 21, 2006)

PROTECTION ONE, INC. SENIOR MANAGEMENT SHORT-TERM INCENTIVE PLAN Effective January 1, 2006 (Filed With SEC on November 20, 2006)

Grant Agreement (Filed With SEC on November 20, 2006)

$325,000,000 AMENDED ANDRESTATED CREDIT AGREEMENT among PROTECTIONONE, INC., PROTECTION ONEALARM MONITORING, INC., as Borrower, The SeveralLenders from Time toTime Parties Hereto,... (Filed With SEC on April 28, 2006)

FIRSTAMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 7, 2005)

$275,000,000 CREDITAGREEMENT among PROTECTIONONE, INC., PROTECTION ONEALARM MONITORING, INC., as Borrower, The SeveralLenders from Time toTime Parties Hereto, LEHMANCOMMERCIAL... (Filed With SEC on April 22, 2005)

GUARANTEE ANDCOLLATERAL AGREEMENT made by PROTECTIONONE, INC. and PROTECTION ONEALARM MONITORING, INC. and certain ofits Subsidiaries in favor of BEAR STEARNSCORPORATE LENDING... (Filed With SEC on April 22, 2005)

PROTECTION ONE ALARM MONITORING, INC., as Issuer, and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, as Guarantors 8 1/8% SENIOR SUBORDINATED NOTES DUE 2009 SUPPLEMENTAL... (Filed With SEC on April 22, 2005)

QuadrangleAdvisors LLC 375 ParkAvenue NewYork, New York 10152 (Filed With SEC on April 22, 2005)

QuadrangleDebt Recovery Advisors LLC 375 ParkAvenue NewYork, New York 10152 (Filed With SEC on April 22, 2005)

PROTECTIONONE, INC. ,2005 (Filed With SEC on April 1, 2005)

Compensation for IndependentDirectors (Filed With SEC on March 17, 2005)

STOCKHOLDERS AGREEMENT (Filed With SEC on February 14, 2005)

REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on February 14, 2005)

PROTECTION ONE, INC. 2004 STOCK OPTION PLAN (Filed With SEC on February 14, 2005)

OPTION AGREEMENT (Filed With SEC on February 14, 2005)

PROTECTIONONE, INC. STOCK APPRECIATION RIGHTS PLAN (Filed With SEC on February 14, 2005)

Grant Agreement (Filed With SEC on February 14, 2005)

MANAGEMENTSTOCKHOLDERS AGREEMENT (Filed With SEC on February 14, 2005)

PROTECTION ONE, INC. SENIOR MANAGEMENT SHORT-TERM INCENTIVE PLAN Effective January 1, 2004 (Filed With SEC on February 14, 2005)

POI ACQUISITION, L.L.C. QUADRANGLEMASTER FUNDING LTD (Filed With SEC on October 20, 2004)

POI ACQUISITION I, INC. (Filed With SEC on October 20, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on September 22, 2004)

POI ACQUISITION I, INC. (Filed With SEC on September 22, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on August 27, 2004)

POI ACQUISITION I, INC. (Filed With SEC on August 27, 2004)

EMPLOYMENTAGREEMENT (Filed With SEC on August 16, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on August 2, 2004)

POI ACQUISITION I, INC. (Filed With SEC on August 2, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on July 1, 2004)

POI ACQUISITION I, INC. (Filed With SEC on July 1, 2004)

POIACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on June 3, 2004)

POIACQUISITION I, INC. (Filed With SEC on June 3, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on May 25, 2004)

POI ACQUISITION I, INC. (Filed With SEC on May 25, 2004)

POI ACQUISITION, L.L.C. QUADRANGLE MASTER FUNDING LTD (Filed With SEC on May 18, 2004)

POI ACQUISITION I, INC. (Filed With SEC on May 18, 2004)

FIFTEENTHAMENDMENT OF CREDIT AGREEMENT (Filed With SEC on May 13, 2004)

CREDIT FACILITY STANDSTILL AGREEMENT (Filed With SEC on February 19, 2004)

EQUITY STANDSTILL AGREEMENT (Filed With SEC on February 19, 2004)

Protection One, Inc. 818 South Kansas Avenue Topeka, Kansas 66612 May 21, 2003 (Filed With SEC on November 14, 2003)

THIRTEENTHAMENDMENT OF CREDIT AGREEMENT (Filed With SEC on June 26, 2003)

FOURTEENTHAMENDMENT OF CREDIT AGREEMENT (Filed With SEC on June 26, 2003)

EMPLOYMENTAGREEMENT (Filed With SEC on April 11, 2003)

EMPLOYMENT AGREEMENT (Filed With SEC on April 11, 2003)

THESTATE CORPORATION COMMISSION OF THESTATE OF KANSAS (Filed With SEC on April 11, 2003)

[Protection OneLetterhead] (Filed With SEC on April 11, 2003)

TENTH AMENDMENT OF CREDIT AGREEMENT (Filed With SEC on November 14, 2002)

ELEVENTH AMENDMENT OF CREDIT AGREEMENT (Filed With SEC on November 14, 2002)

TWELFTH AMENDMENT OF CREDIT AGREEMENT (Filed With SEC on November 14, 2002)

CONSENT AND LIMITEDWAIVER AGREEMENT (Filed With SEC on November 14, 2002)

SEVENTHAMENDMENT OF CREDIT AGREEMENT (Filed With SEC on August 13, 2002)

EIGHTH AMENDMENT OF CREDIT AGREEMENT (Filed With SEC on August 13, 2002)

NINTH AMENDMENT OF CREDIT AGREEMENT (Filed With SEC on August 13, 2002)

OutsourcingAgreement (Filed With SEC on August 13, 2002)

STOCK PURCHASE AGREEMENT (Filed With SEC on August 13, 2002)

AIRCRAFTREIMBURSEMENT AGREEMENT (Filed With SEC on August 13, 2002)

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PROTECTION ONE INC Contracts & Agreements