<PAGE>
                                                 Exhibit 10
                                                 Form 10-Q
                                                 Pittway Corporation
                                                 March 31, 1997


                      EMPLOYMENT AGREEMENT


     AGREEMENT made as of January 1, 1997, between Penton Publishing, 
Inc., a Delaware corporation (the "Company"), and Daniel J. Ramella 
("Executive").

     In consideration of the mutual covenants contained herein and 
other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto agree as follows:

     1.  Employment.  The Company shall employ Executive, and 
Executive accepts continued employment with the Company, upon the 
terms and conditions set forth in this Agreement for the period 
beginning on the date hereof and ending as provided in paragraph 5 
hereof (the "Employment Period").

     2.    Position and Duties.

     (a)   During the Employment Period, Executive shall serve as the 
chief operating officer of the Company and shall have the normal 
duties, responsibilities and authority of an executive serving in such 
position, subject to the power of the Board of Directors of the 
Company (the "Board") or the Chairman and Chief Executive Officer of 
the Company to expand or limit such duties, responsibilities and 
authority, either generally or in specific instances.  Executive shall 
have the title President of the Company, subject to the power of the 
Board to change such title from time to time.  During the Employment 
Period, Executive shall also serve as a director of the Company for so 
long as the Board nominates him to that position and he is elected to 
it, and as a director of any affiliate of the Company designated by 
the Board for so long as the Board causes him to be elected to such 
position.

     (b)   Executive shall report to the Chairman and Chief Executive 
Officer of the Company.

     (c)  During the Employment Period, Executive shall devote his 
best efforts and his full business time and attention (except for 
permitted vacation periods, reasonable periods of illness or other 
incapacity, and, provided such activities do not have more than a de 
minimis effect on Executive's performance of his duties under this 
Agreement, participation in charitable and civic endeavors and 
management of Executive's personal investments and business interests) 
to the business and affairs of the Company and the business and 
affairs of any subsidiary or affiliate.  Executive shall perform his 
duties and responsibilities to the best of his abilities in a 
diligent, trustworthy, businesslike and efficient manner.

     (d)  Executive shall perform his duties and responsibilities 
principally in the Cleveland metropolitan area, and shall not be 
required to travel outside that area any more extensively than he has 
done in the past in the ordinary course of the business of the 
Company.

<PAGE>
     3.   Compensation and Benefits.

     (a)  Salary.  The Company agrees to pay Executive a salary during 
the Employment Period, in semi-monthly installments.  Executive's 
initial salary shall be $330,000 per annum.  Executive's salary may be 
increased by the Board from time to time.

     (b)  Bonus(es).  The Board may, in its sole discretion, award a 
bonus to Executive for any calendar year during the Employment Period.

     (c)  Expense Reimbursement.  The Company shall reimburse 
Executive for all reasonable expenses incurred by him in the course of 
performing his duties under this Agreement which are consistent with 
the Company's policies in effect from time to time with respect to 
travel, entertainment and other business expenses, subject to the 
Company's requirements with respect to reporting and documentation of 
such expenses.  Executive acknowledges that under the Company's 
current air travel reimbursement policy, reimbursement is limited to 
coach fare (plus Executive's cost of any upgrade certificates used to 
upgrade to first class) on travel within the United States and is 
limited to business class fare on travel to and from foreign cities.

     (d)  Standard Executive Benefits Package.  In addition to the 
salary and any bonus(es) payable to Executive pursuant to this 
paragraph, Executive shall be entitled during the Employment Period to 
participate, on the same basis as other executives of the Company, in 
the Company's Standard Executive Benefits Package.  The Company's 
"Standard Executive Benefits Package" means those benefits (including 
insurance, vacation, company car or car allowance and/or other 
benefits) for which substantially all of the executives of the Company 
are from time to time generally eligible, as determined from time to 
time by the Board.

     (e)  Additional Benefits.  In addition to participation in the 
Company's Standard Executive Benefits Package pursuant to this 
paragraph, Executive shall be entitled during the Employment Period 
to:

     (i)      additional term life insurance coverage in an amount 
equal to Executive's salary; but only if and so long 
as such additional coverage is available at standard 
rates from the insurer providing term life insurance 
coverage under the Standard Executive Benefits Package 
or from a comparable insurer acceptable to the 
Company;

     (ii)     supplementary long-term disability coverage in an amount 
which will increase maximum covered annual 
compensation to $330,000 and the maximum monthly 
payments to $18,333; but only if and so long as such 
supplementary coverage is available at standard rates 
from the insurer providing long-term disability 
coverage under the Standard Executive Benefits Package 
or a comparable insurer acceptable to the Company; and

     (iii)    participation in the Pittway Corporation Supplemental 
Executive Retirement Plan (the "SERP"), effective 
January 1, 1996, a copy of 

                                 -2-
<PAGE>
                which, as currently in effect, is attached hereto as 
Exhibit A, except that the beginning date for accrual 
of a benefit shall be January 1, 1997.

     (f)  Indemnification.  With respect to Executive's acts or 
failures to act during the Employment Period in his capacity as a 
director, officer, employee or agent of the Company, Executive shall 
be entitled to indemnification from the Company, and to liability 
insurance coverage (if any), on the same basis as other directors and 
officers of the Company.

     4.   Adjustments.  Notwithstanding any other provision of this 
Agreement, it is expressly understood and agreed that if there is a 
significant reduction in the level of the business to which 
Executive's duties under this Agreement relate, or if all or any 
significant part of such business is disposed of by the Company and/or 
its subsidiaries or affiliates during the Employment Period but 
Executive thereafter remains an employee of the Company, the Board may 
make adjustments in Executive's duties, responsibility and authority, 
and in Executive's compensation, as the Board deems appropriate to 
reflect such reduction or disposition.

     5.   Employment Period.

     (a)  Except as hereinafter provided, the Employment Period shall 
continue until, and shall end upon, the third anniversary of the date 
hereof.

     (b) On each anniversary of the date hereof which precedes 
Executive's sixty-fifth birthday by more than two years, unless the 
Employment Period shall have ended early pursuant to (c) below or 
either party shall have given the other party written notice that the 
extension provision in this sentence shall no longer apply, the 
Employment Period shall be extended for an additional calendar year 
(unless Executive's sixty-fifth birthday occurs during such additional 
calendar year, in which event the Employment Period shall be extended 
only until such birthday).  In no event shall the Employment Period be 
extended beyond the Executive's sixty-fifth birthday except by mutual 
written agreement of the Company and Executive.

     (c)  Notwithstanding (a) and (b) above, the Employment Period 
shall end early upon the first to occur of any of the following 
events:

     (i)       Executive's death;

     (ii)     Executive's retirement upon or after reaching age 65 
("Retirement");

     (iii)     the Company's termination of Executive's employment on 
account of Executive's having become unable (as 
determined by the Board in good faith) to regularly 
perform his duties hereunder by reason of illness or 
incapacity for a period of more than six (6) 
consecutive months ("Termination for Disability");

     (iv)      the Company's termination of Executive's employment for 
Cause ("Termination for Cause");

                                 -3-
<PAGE>

     (v)      the Company's termination of Executive's employment 
other than a Termination for Disability or a 
Termination for Cause ("Termination without Cause");

     (vi)     Executive's termination of Executive's employment for 
Good Reason, by means of advance written notice to the 
Company at least thirty (30) days prior to the 
effective date such termination identifying such 
termination as a Termination by Executive for Good 
Reason ("Termination by Executive for Good Reason") 
(it being expressly understood that Executive's giving 
notice that the extension provision in the first 
sentence of paragraph 5(b) hereof shall no longer 
apply shall not constitute a "Termination by Executive 
for Good Reason"); provided that if the Good Reason 
identified in such notice is the Good Reason set forth 
in paragraph 5(e)(ii) hereof, the Company may, at its 
option, defer the effective date of such termination 
for up to ninety (90) additional days; or 
 
     (vii)     Executive's termination of Executive's employment for 
any reason other than Good Reason, by means of advance 
written notice to the Company at least one hundred 
twenty (120) days prior to the effective date of such 
termination identifying such termination as a 
Termination by Executive with Advance Notice 
("Termination by Executive with Advance Notice") (it 
being expressly understood that Executive's giving 
notice that the extension provision in the first 
sentence of paragraph 5(b) hereof shall no longer 
apply shall not constitute a "Termination by Executive 
with Advance Notice").

     (d)       For purposes of this Agreement, "Cause" shall mean:

     (i)     the commission by Executive of a felony or a crime 
involving moral turpitude;

     (ii)      the commission by Executive of a fraud;

     (iii)   the commission by Executive of any act involving 
dishonesty or disloyalty with respect to the Company 
or any of its subsidiaries or affiliates which harms 
or damages any of them to any extent;

     (iv)      conduct by Executive that brings the Company or any 
of its subsidiaries or affiliates into substantial 
public disgrace or disrepute;

     (v)       gross negligence or willful misconduct by Executive 
with respect to the Company or any of its subsidiaries 
or affiliates;

     (vi)   repudiation of this Agreement by Executive or 
Executive's abandonment of his employment with the 
Company (it being expressly understood that a 
Termination by Executive for Good Reason or a 
Termination by 

                                 -4-
<PAGE>

                Executive with Advance Notice shall not constitute 
such a repudiation or abandonment);

     (vii)    breach by Executive of any of the agreements in 
paragraph 8 hereof; or

     (viii)    any other breach by Executive of this Agreement which 
is material and which is not cured within thirty (30) 
days after written notice thereof to Executive from 
the Company.

     (e)      For purposes of this Agreement, "Good Reason" shall 
mean:

     (i)       a reduction by the Company in Executive's salary to an 
amount less than "Executive's Reference Salary" (i.e., 
Executive's initial salary or, in the event the 
Employment Period has been extended pursuant to 
paragraph 5(b) hereof, Executive's salary on the date 
on which the most recent such extension occurred); or

     (ii)     the Company's giving notice that the extension provision 
in the first sentence of paragraph 5(b) hereof shall 
no longer apply; or

     (iii)    any breach by the Company of this Agreement which is 
material and which is not cured within thirty (30) 
days after written notice thereof to the Company from 
Executive.

     6.        Post-Employment Period Payments.

     (a)     If the Employment Period ends on the date on which 
(without any extension thereof) it is then scheduled to end pursuant 
to paragraph 5 hereof, or if the Employment Period ends early pursuant 
to paragraph 5 hereof for any reason, Executive shall cease to have 
any rights to salary, bonus (if any), expense reimbursements or 
benefits other than:  (i) any salary which has accrued but is unpaid, 
and any reimbursable expenses which have been incurred but are unpaid, 
and any unexpired vacation days which have accrued under the Company's 
vacation policy, but are unused as of the end of the Employment 
Period, (ii) (but only to the extent provided in the SERP or any other 
benefit plan in which Executive has participated as an employee of the 
Company) any plan benefits which by their terms extend beyond 
termination of Executive's employment, (iii) any benefits to which 
Executive is entitled under the Consolidated Omnibus Budget 
Reconciliation Act of 1985, as amended ("COBRA") and (iv) any other 
amount(s) payable pursuant to the succeeding provisions of this 
paragraph 6.

     (b)      If the Employment Period ends pursuant to paragraph 5 
hereof on Executive's sixty-fifth birthday, or if the Employment 
Period ends early pursuant to paragraph 5 hereof on account of 
Executive's death, Retirement or Termination for Disability, the 
Company shall make no further payments to Executive except as 
contemplated in (a)(i), (ii) and (iii) above.

                                 -5-
<PAGE>

     (c)     If the Employment Period ends early pursuant to paragraph 
5 hereof on account of Termination for Cause, the Company shall pay 
Executive an amount equal to that Executive would have received as 
salary (based on Executive's salary then in effect) had the Employment 
Period remained in effect until the later of the effective date of the 
Company's termination of Executive's employment or the date thirty 
days after the Company's notice to Executive of such termination.

     (d)     If the Employment Period ends early pursuant to paragraph 
5 hereof on account of a Termination without Cause or a Termination by 
Executive for Good Reason, the Company shall pay to Executive amounts 
equal to the amounts Executive would have received as salary (based on 
Executive's salary then in effect or, if greater, Executive's 
Reference Salary) had the Employment Period remained in effect for a 
period of twenty-four (24) months after the last day of the month in 
which the Employment Period ends, at the times such amounts would have 
been paid (in the event Executive is entitled during the payment 
period to any payments under any disability benefit plan or the like 
in which Executive has participated as an employee of the Company, 
less such payments); provided, however, that in the event of 
Executive's death during the payment period, the Company shall pay any 
such subsequent amounts to Executive's estate (or such person or 
persons as Executive may designate in a written instrument signed by 
him and delivered to the Company prior to his death) or, if so elected 
by the payee(s) by written notice to the Company within the period of 
sixty (60) days after the date of Executive's death, a lump sum amount 
equivalent to the discounted present value of such amounts, discounted 
at the publicly announced reference rate for commercial lending of 
Bank of America Illinois in effect at the date of notice to the 
Company of such election, with said amount to be paid on a date no 
later than thirty (30) days following the date of notice to the 
Company of such election. In addition, the Company shall reimburse 
Executive (net after taxes on the receipt of such reimbursement) for 
any premiums paid by Executive for health insurance provided to 
Executive (for Executive and his dependents) by the Company subsequent 
to the end of the Employment Period pursuant to the requirements of 
COBRA as in effect on the date of this Agreement.  It is expressly 
understood that the Company's payment obligations under this 
subparagraph (d) shall cease in the event Executive breaches any of 
his agreements in paragraph 7 or 8 hereof.

     (e)     If the Employment Period ends early pursuant to paragraph 
5 hereof on account of a Termination by Executive with Advance Notice, 
the Company shall make no further payments to Executive except as 
contemplated in subparagraph (a), clauses (i), (ii) and (iii) above.

     7.      Confidential Information.  Executive acknowledges that 
the information, observations and data obtained by him while employed 
by the Company pursuant to this Agreement, as well as those obtained 
by him while employed by the Company or any of its subsidiaries or 
affiliates or any predecessor thereof prior to the date of this 
Agreement, concerning the business or affairs of the Company or any of 
its subsidiaries or affiliates or any predecessor thereof (unless and 
except to the extent the foregoing become generally known to and 
available for use by the public other than as a result of Executive's 
acts or omissions to act, "Confidential Information") are the property 
of the Company or such subsidiary or affiliate.  Therefore, Executive 
agrees that he shall not disclose any Confidential Information without 
the prior written consent of the Chairman and Chief Executive Officer 
of the Company unless and 

                                 -6-
<PAGE>

except to the extent that such disclosure is (i) made in the ordinary 
course of Executive's performance of his duties under this Agreement 
or (ii) required by any subpoena or other legal process (in which 
event Executive will give the Company prompt notice of such subpoena 
or other legal process in order to permit the Company to seek 
appropriate protective orders), and that he shall not use any 
Confidential Information for his own account without the prior written 
consent of the Chairman and Chief Executive Officer of the Company.  
Executive shall deliver to the Company at the termination of the 
Employment Period, or at any other time the Company may request, all 
memoranda, notes, plans, records, reports, computer tapes and software 
and other documents and data (and copies thereof) relating to the 
Confidential Information, work product or the business of the Company 
or any of its subsidiaries or affiliates which he may then possess or 
have under his control.

     8.        Non-Compete, Non-Solicitation.

     (a)    Executive acknowledges that in the course of his 
employment with the Company pursuant to this Agreement he will become 
familiar, and during the course of his employment by the Company or 
any of its subsidiaries or affiliates or any predecessor thereof prior 
to the date of this Agreement he has become familiar, with trade 
secrets and customer lists of and other confidential information 
concerning the Company and its subsidiaries and affiliates and 
predecessors thereof and that his services have been and will be of 
special, unique and extraordinary value to the Company.

     (b)      Executive agrees (i) that during the Employment Period 
he shall not in any manner, directly or indirectly, through any 
person, firm or corporation, alone or as a member of a partnership or 
as an officer, director, stockholder, investor or employee of or in 
any other corporation or enterprise or otherwise, engage or be engaged 
in, or assist any other person, firm, corporation or enterprise in 
engaging or being engaged in, the business-to-business publishing 
business or any other business then actively being conducted by the 
Company or any of its subsidiaries or affiliates, and (ii) that for 
two years after the Employment Period he shall not in any manner, 
directly or indirectly, through any person, firm or corporation, alone 
or as a member of a partnership or as an officer, director, 
stockholder, investor or employee of or in any other corporation or 
enterprise or otherwise, assist Reed-Elsevier PLC, Chilton Company (a 
division of Capital Cities/ABC, Inc.), CMP Publications, Inc. or any 
subsidiary or affiliate of any of them, or any successor or assignee 
of any of them, in engaging or being engaged in the business activity 
of publishing a magazine or electronic media product that directly 
competes with any magazine or electronic media product then being 
published by, conducting a trade show that directly competes with any 
trade show then being conducted by, or creating or disseminating any 
other product that competes directly with any product then being 
created or disseminated by, the Company or any of its subsidiaries or 
affiliates.

     (c)     Executive further agrees that during the Employment 
Period and for two years thereafter he shall not in any manner, 
directly or indirectly, (i) induce or attempt to induce any employee 
of the Company or of any of its subsidiaries or affiliates to quit or 
abandon his employ. 

                                 -7-
<PAGE>

     (d)      Nothing in this paragraph 8 shall prohibit Executive 
from being:  (i) a stockholder in a mutual fund or a diversified 
investment company or (ii) a passive owner of not more than 2% of the 
outstanding stock of any class of a corporation which is publicly 
traded, so long as Executive has no active participation in the 
business of such corporation.

     (e)      If, at the time of enforcement of this paragraph, a 
court holds that the restrictions stated herein are unreasonable under 
circumstances then existing, the parties hereto agree that the maximum 
period, scope or geographical area reasonable under such circumstances 
shall be substituted for the stated period, scope or area and that the 
court shall be allowed to revise the restrictions contained herein to 
cover the maximum period, scope and area permitted by law.

     9.       Enforcement.  Because Executive's services are unique 
and because Executive has access to Confidential Information and work 
product, the parties hereto agree that the Company would be damaged 
irreparably in the event any of the provisions of paragraph 8 hereof 
were not performed in accordance with their specific terms or were 
otherwise breached and that money damages would be an inadequate 
remedy for any such non-performance or breach.  Therefore, the Company 
or its successors or assigns shall be entitled, in addition to other 
rights and remedies existing in their favor, to an injunction or 
injunctions to prevent any breach or threatened breach of any of such 
provisions and to enforce such provisions specifically (without 
posting a bond or other security).

     10.    Executive Representations.  Executive represents and 
warrants to the Company that (i) the execution, delivery and 
performance of this Agreement by Executive does not and will not 
conflict with, breach, violate or cause a default under any contract, 
agreement, instrument, order, judgment or decree to which Executive is 
a party or by which he is bound, (ii) Executive is not a party to or 
bound by any employment agreement, noncompete agreement or 
confidentiality agreement with any other person or entity and (iii) 
upon the execution and delivery of this Agreement by the Company, this 
Agreement shall be the valid and binding obligation of Executive, 
enforceable in accordance with its terms.

     11.      Survival.  Paragraphs 7 and 8 hereof shall survive and 
continue in full force in accordance with their terms notwithstanding 
any termination of the Employment Period.

     12.      Notices.  Any notice provided for in this Agreement 
shall be in writing and shall be either personally delivered, or 
mailed by first class mail, return receipt requested, to the recipient 
at the address below indicated:

               Notices to Executive:

               Mr. Daniel J. Ramella
               2204 Land's End Lane
               Westlake, OH  44145

                                 -8-
<PAGE>

               Notices to the Company:

               Mr. Thomas L. Kemp
               Chairman and Chief Executive Officer
               Penton Publishing, Inc.
               1100 Superior Avenue
               Cleveland, OH  44114

or such other address or to the attention of such other person as the 
recipient party shall have specified by prior written notice to the 
sending party.  Any notice under this Agreement will be deemed to have 
been given when so delivered or mailed.

     13.      Severability.  Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Agreement is 
held to be invalid, illegal or unenforceable in any respect under any 
applicable law or rule in any jurisdiction, such invalidity, 
illegality or unenforceability shall not affect any other provision or 
any other jurisdiction, but this Agreement shall be reformed, 
construed and enforced in such jurisdiction as if such invalid, 
illegal or unenforceable provision had never been contained herein.

     14.     Payment of Certain Costs and Expenses.  

     (a)     Prevailing Party's Litigation Expenses.  In the event of 
litigation between the Company and Executive related to this 
Agreement, the non-prevailing party shall reimburse the prevailing 
party for any costs and expenses (including without limitation 
attorneys' fees) reasonably incurred by the prevailing party in 
connection therewith.

     (b)     Change of Control of Company.  Without limiting the 
generality of subparagraph (a) above, in the event that there is a 
Change of Control of the Company, if the Company thereafter wrongfully 
withholds from Executive any amount payable to Executive pursuant to 
this Agreement or the SERP and Executive obtains a final judgment 
against the Company for such amount, the Company shall reimburse 
Executive for any costs and expenses (including without limitation 
attorneys' fees) reasonably incurred by Executive in obtaining such 
judgment and shall pay Executive interest on the amount of each such 
cost or expense from the date of payment thereof by Executive to the 
date of reimbursement by the Company at a floating rate per annum 
equal to the publicly announced reference rate for commercial lending 
of Bank of America Illinois in effect from time to time.  For purposes 
of the foregoing, a "Change of Control of the Company" will be deemed 
to have occurred if, for purposes of Section 13(d) of the Securities 
Exchange Act of 1934, as amended, a person or group other than (i) 
Pittway or (ii) one or more members of the Harris Group (as currently 
defined in Pittway Corporation's Restated Certificate of 
Incorporation, as amended) becomes the beneficial owner of stock of 
Pittway Corporation possessing a majority of the voting power under 
ordinary circumstances with respect to the election of directors.

     15.     Complete Agreement.  This Agreement embodies the complete 
agreement and understanding between the parties with respect to the 
subject matter hereof and effective as 

                                 -9-
<PAGE>

of its date supersedes and preempts any prior understandings, 
agreements or representations by or between the parties, written or 
oral, which may have related to the subject matter hereof in any way.

     16.     Counterparts.  This Agreement may be executed in separate 
counterparts, each of which shall be deemed to be an original and both 
of which taken together shall constitute one and the same agreement.

     17.    Successors and Assigns.  This Agreement shall bind and 
inure to the benefit of and be enforceable by Executive, the Company 
and their respective heirs, executors, personal representatives, 
successors and assigns, except that neither party may assign any of 
his or its rights or delegate any of his or its obligations hereunder 
without the prior written consent of the other party.  Executive 
hereby consents to the assignment by the Company of all of its rights 
and obligations hereunder to:  (i) Pittway or any subsidiary or 
affiliate thereof in the event all or any substantial part of the 
business to which Executive's duties under this Agreement relate are 
transferred thereto and (ii) any successor to the Company by merger or 
consolidation or purchase of all or substantially all of the Company's 
assets; in each case provided such transferee or successor assumes the 
liabilities of the Company hereunder.

     18.      Choice of Law.  This Agreement shall be governed by the 
internal law, and not the laws of conflicts, of the State of Ohio.

     19.     Amendment and Waiver.  The provisions of this Agreement 
may be amended or waived only with the prior written consent of the 
Company and Executive, and no course of conduct or failure or delay in 
enforcing the provisions of this Agreement shall affect the validity, 
binding effect or enforceability of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement as of the date first written above.

                                   PENTON PUBLISHING, INC.



                                   By   /s/ Thomas L. Kemp   
                                     Thomas L. Kemp
                                     Chairman and CEO


                                     /s/ Daniel J. Ramella    
                                   DANIEL J. RAMELLA






                                 -10-

<PAGE>
                                                          Exhibit A
                                                           to  Exhibit 10
                                                          Pittway Corporation
                                                          March 31, 1997
                                                           Form 10-Q 

                             PITTWAY CORPORATION
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  SECTION 1

                                Introduction

1.1      The Plan and Its Effective Date.  This Pittway Corporation 
Supplemental Executive Retirement Plan (the "plan") has been established by 
Pittway Corporation (the "company"), effective January 1, 1996.

1.2      Purpose.  The company maintains the Pittway Corporation Retirement 
Plan (As Amended and Restated Effective as of January 1, 1989) (as the same 
may hereafter be amended, the "retirement plan"), which is intended to meet 
the requirements of a "qualified plan" under the Internal Revenue Code of 
1986, as amended (the "Code").  While the Code places limitations on the 
maximum benefits which may be paid from a qualified plan and the maximum 
amount of an employee's compensation that may be taken into account for 
determining benefits payable under a qualified plan, the Employee Retirement 
Income Security Act of 1974, as amended ("ERISA"), permits the payment under 
an "unfunded plan" of benefits which may not be paid under a qualified plan 
because of such limitations.  The purpose of the plan is to provide certain 
key employees of the company and its subsidiaries with certain benefits 
which may not be provided under the retirement plan because of the maximum
compensation limitation of the Code.


                                  SECTION 2

                           Eligibility and Benefits

2.1       Eligibility. Each key employee of the company or a subsidiary of the 
company (a "participant") who participates in the retirement plan and who is a 
party to an employment agreement with the company or a subsidiary of the 
company substantially in the form attached hereto as Exhibit 1 (as the same 
may hereafter be amended, his "Employment Agreement") that provides for his 
participation in the plan shall participate in the plan, subject to the 
conditions and limitations of the plan.  It is expressly understood that 
variations among the participants' Employment Agreements may result in 
differences in the numbered paragraphs thereof in which corresponding 
provisions appear (for example, the non-competition provisions which are in 
paragraph 10 of Exhibit 1 attached hereto, or variations thereof, may be in 
paragraph 10 of certain of the Employment Agreements but in paragraph 9 of 



<PAGE>
others).  Accordingly, each reference in the plan to a particular numbered 
paragraph of a participant's Employment Agreement shall be deemed to be a 
reference to the paragraph thereof, if any, which corresponds to the 
identically numbered paragraph of Exhibit 1.

2.2      Accrued Benefit. For 1995 and for each full calendar year and any 
final fraction of a calendar year of a participant's Employment Period (as 
such term is defined in such participant's Employment Agreement), the 
participant shall accrue a benefit under the plan equal to 1.85 percent of 
that portion of his earnings (as defined in section 2.3 below) for such year 
or fraction that is in excess of the "maximum dollar limitation" (as defined 
below) for such year or fraction and is less than $300,000. For purposes of 
the plan, "maximum dollar limitation" means, for any year or fraction of a 
year, the greater of $150,000 or the dollar amount of any higher maximum 
limitation on annual compensation taken into account under a qualified plan 
for such year or fraction of a year determined by the Secretary of Treasury or 
his delegate or by law under section 401(a)(17) of the Code; it being 
understood that annual compensation for purposes of such limitation is 
computed differently from "earnings" for purposes of the plan. A participant's 
accrued benefits under the plan shall be referred to hereinafter as the 
participant's "supplemental retirement benefits."

2.3      Earnings. For purposes of the plan, a participant's "earnings" for 
any year or fraction means his total, regular cash compensation paid for such 
year or fraction for services rendered to the Pittway Companies (as such term 
is defined in the retirement plan) during such year or fraction, consisting 
solely of his salary and his annual discretionary cash bonus, if any, for such 
year. It is expressly understood that a participant's "earnings" do not 
include any other compensation, including, without limitation, any of the 
following:

    (a)  Long-term incentive compensation;

    (b)  Unused vacation pay;

    (c)  Special cash bonuses;

    (d)  Any income realized for Federal income tax purposes as a result of 
         the grant or exercise of an option or options to acquire shares of 
         stock of a Pittway Company, the receipt or exercise of any stock 
         appreciation right or payment, or the disposition of shares acquired 
         by the exercise of such an option or right; 


                                     -2-
<PAGE>
    (e)  Any noncash compensation, including any amounts contributed by the 
         participant's employer(s) for his benefit under the retirement plan 
         or any other retirement or benefit plan, arrangement, or policy 
         maintained by his employer(s);

    (f)  Any reimbursements for medical, dental or travel expenses, automobile 
         allowances, relocation allowances, educational assistance allowances, 
         awards and other special allowances;

    (g)  Any income realized for Federal income tax purposes as a result of 
         (i) group life insurance, (ii) the personal use of an employer-owned 
         automobile, or (iii) the transfer of restricted shares of stock or 
         restricted property of a Pittway Company, or the removal of any such 
         restrictions;

    (h)  Any severance pay paid as a result of the participant's termination 
         of employment (it being expressly understood that any amount(s) taken 
         into account pursuant to the final sentence of section 2.8 below 
         shall not be deemed severance pay for purposes hereof); or

    (i)  Any compensation paid or payable to the participant, or to any 
         governmental body or agency on account of the participant, under the 
         terms of any state, Federal or foreign law requiring the payment of 
         such compensation because of the participant's voluntary or 
         involuntary termination of employment with any Pittway Company.

Notwithstanding the foregoing, a participant's "earnings" do include (i) any 
salary reduction amount elected by the participant and credited to a cafeteria 
plan (as defined in section 125(c) of the Code) or a qualified cash or 
deferred arrangement (as defined in section 401(k) of the Code) and (ii) the 
initial value ascribed to any performance shares award the participant elects 
to receive in lieu of a portion of his annual discretionary cash bonus.

2.4      Payment of Benefits.  Each participant's Employment Agreement 
provides that in no event shall his Employment Period be extended beyond his 
65th birthday except by mutual agreement of the participant and his employer. 
Subject to the conditions and limitations of the plan, upon a participant's 
attainment of age 65 years, he shall be entitled to a monthly benefit payable 
for his life commencing upon his attainment of age 65 years in an amount equal 


                                     -3-
<PAGE>
to one-twelfth (1/12) of the sum of the participant's accrued supplemental 
retirement benefits. A participant's supplemental retirement benefits shall be 
paid to him in the form described below that applies to the participant; 
provided, however, that in lieu of payment in the normal form described below, 
the participant may irrevocably elect, within thirty (30) days after his 
commencement of participation in the plan, to receive his supplemental 
retirement benefits in a single lump sum as soon as practicable after his 
attainment of age 65 years.  A participant's "supplemental retirement benefit 
commencement date" means the date as of which the initial payment (or, in the 
case of a single lump sum, full payment) of the supplemental retirement 
benefits to which the participant is entitled is payable. Subject to the 
conditions and limitations of the plan, a participant's supplemental 
retirement benefit commencement date shall normally be the first day of the 
calendar month coincident with or next following the participant's attainment 
of age 65 years. Notwithstanding the immediately preceding sentence, if a 
participant's Employment Period under his Employment Agreement terminates 
prior to his attainment of age 65 years and he is eligible, and elects, to 
receive early retirement benefits under the retirement plan, and if the 
participant requests a supplemental retirement benefit commencement date prior 
to his attainment of age 65 years, then with (but only with) the consent of 
the committee (as defined in section 3.1 below), the participant's 
supplemental retirement benefit commencement date shall be such earlier date, 
if any, selected by the committee. Supplemental retirement benefits that 
are paid in a lump sum, or commence, before the participant's attainment of 
age 65 years, if any, shall be subject to actuarial reduction in accordance 
with section 2.5 below. 

    (a)  Life Annuity. If a participant does not have a spouse (as defined in 
         section 2.7 below) on his supplemental retirement benefit 
         commencement date, and if he has not elected pursuant to the 
         preceding provisions of this section 2.4 to receive his supplemental 
         retirement benefits in a single lump sum, payment of his supplemental 
         retirement benefits shall be during his lifetime on a life annuity 
         basis. 

    (b)  Joint and Survivor Annuity. If a participant has a spouse (as defined 
         in section 2.7 below) on his supplemental retirement benefit 
         commencement date, payment of his supplemental retirement benefits 
         shall be in the form of a joint and 50 percent survivor annuity 
         unless the participant has theretofore elected pursuant to the 
         preceding provisions of this section 2.4 to have his benefits 
         provided in a single lump sum. Such joint and 50 percent survivor 


                                     -4-
<PAGE>
         annuity shall consist of a reduced monthly benefit continuing during 
         the participant's lifetime, and if such spouse is living at the time 
         of the participant's death, payment of 50 percent of such monthly 
         benefit shall be made to such spouse until such spouse's death 
         occurs. The amount of the participant's and such spouse's benefits 
         under this subsection shall be calculated so that it is the actuarial 
         equivalent of the supplemental retirement benefits to which the 
         participant would otherwise be entitled under the plan. If such 
         spouse predeceases the participant, or if the participant and such 
         spouse cease to be married after the participant's supplemental 
         retirement benefit commencement date,  there shall be no adjustment 
         to the participant's monthly payments and no supplemental retirement 
         benefits shall be payable to any person after the participant's 
         death. 

2.5      Actuarial Equivalent. A benefit shall be actuarially equivalent to 
another benefit if the actuarial reserve required to provide such benefit is 
equal to the actuarial reserve required to provide such other benefit, 
computed on the basis of the same actuarial assumptions, interest rates, 
tables, methods and procedures, including reduction factors for commencement 
of payments prior to attainment of age 65 years, that are used for purposes of 
the retirement plan as in effect on the applicable date that a benefit payment 
amount is determined.

2.6      Pre-Retirement Surviving Spouse Benefit.  If a participant 
dies prior to his supplemental retirement benefit commencement date, no 
supplemental retirement benefits under the plan shall be paid or payable with 
respect to the participant; provided, however, that if the participant has a 
spouse (as defined in section 2.7 below) at the time of his death, such spouse 
shall be entitled to receive a monthly benefit for such spouse's lifetime 
equal to 50 percent of the amount of monthly benefit that would have been 
payable to the participant in the form of a joint and 50 percent survivor 
annuity if he had terminated employment as of the date of his death with 
entitlement to supplemental retirement benefits under the plan and the 
committee (as defined in section 3.1 below) had permitted his supplemental 
retirement benefit commencement date to occur on the first day of the calendar 
month coincident with or next following the date of his death, taking 
into account actuarial reduction for commencement prior to the participant's 
attainment of age 65 years.  The first payment to the spouse shall be made as 
of the first day of the calendar month coincident with or next following the 
date of the participant's death and the final payment shall be made as of the 


                                     -5-
<PAGE>
first day of the calendar month during which the spouse's death occurs.  If, 
prior to the participant's death, the participant had elected pursuant to 
section 2.4 above to receive his supplemental retirement benefits in a single 
lump sum, in lieu of the monthly payments described above, such spouse shall 
be entitled to receive a single lump sum equal to 50 percent of the lump sum 
value of the participant's supplemental retirement benefits as of the date of 
his death, taking into account actuarial factors for payment prior to the 
participant's attainment of age 65 years. Such lump sum payment shall be made 
to such spouse as soon as practicable following the participant's death. 

2.7      Spouse. For purposes of the plan, a person will be considered the 
"spouse" of a participant as of any date if and only if such person and the 
participant have been married in a religious or civil ceremony recognized 
under the laws of the state where the marriage was contracted and the marriage 
remains legally effective.  Any person who is not, or who has ceased to 
be, a participant's "spouse" on the participant's supplemental retirement 
benefit commencement date (or, in the event of the participant's death prior 
to his supplemental retirement benefit commencement date, the date of his 
death) shall not be considered the participant's "spouse" for purposes of the 
plan.

2.8      Forfeiture; Early Termination of Employment Period.  If the 
participant's Employment Period ends early pursuant to paragraph 5 of his 
Employment Agreement on account of a Termination for Cause or a Termination by 
Executive with Advance Notice (as such terms are defined, respectively, in his 
Employment Agreement), or if after the participant's Employment Period ends 
(whether or not early and regardless of the reason) the participant breaches 
any of his agreements in paragraph 7, 9 or 10 of his Employment Agreement, the 
participant shall forfeit all of his supplemental retirement benefits, if any, 
under the plan, no benefit under the plan shall thereafter be payable to or 
with respect to the participant or his spouse, and any benefit under the plan 
theretofore paid to or with respect to the participant or his spouse must be 
repaid to the company by the participant or his spouse promptly upon demand. 
If the participant's Employment Period ends early pursuant to paragraph 5 of 
his Employment Agreement on account of a Termination without Cause or a 
Termination by Executive for Good Reason (as such terms are  defined, 
respectively, in his Employment Agreement), the participant's supplemental 
retirement benefits under the plan shall be the supplemental retirement 
benefits the participant would have been entitled to under the plan had his 
Employment Period remained in effect until the earlier of the date on which 
(without any extension thereof) such Employment Period was then scheduled to 


                                     -6-
<PAGE>
end pursuant to his Employment Agreement or the date of his death and had the 
participant's salary in effect as of the last day of his Employment Period 
(or, if greater, his Executive's Reference Salary (as such term is defined in 
his Employment Agreement)) continued until the earlier of such dates and been 
paid at the times such salary would have been paid, and had the participant 
received no further annual cash bonus.

2.9      Funding.  The plan is intended to be non-qualified for purposes of 
the Code and unfunded for purposes of the Code and ERISA. Benefits payable 
under the plan to a participant and/or his spouse, as the case may be, shall 
be paid directly by the company. The company shall not be required to 
segregate on its books or otherwise any amount to be used for payment of 
supplemental retirement benefits under the plan. Each participant and spouse 
is solely an unsecured creditor of the company with respect to any benefit 
payable with respect to a participant hereunder.


                                  SECTION 3

                             General Provisions

3.1      Committee.  The plan shall be administered by the plan administrative 
committee of the retirement plan (the "committee").  The committee shall have, 
to the extent appropriate, the same powers, rights, duties and obligations 
with respect to the plan as it has with respect to the retirement plan.  Each 
determination provided for in the plan shall be made by the committee under 
such procedure as may from time to time be prescribed by the committee and 
shall be made in the absolute discretion of the committee.  Any determination 
so made shall be conclusive.

3.2      Employment Rights.  Neither the establishment of, nor participation 
in, the plan shall be construed to give any participant the right to be 
retained in the service of the Pittway Companies or to any benefits not 
specifically provided by the plan.

3.3      Taxes and Withholding.  Each participant (or his spouse, as 
applicable) shall be responsible for any taxes imposed on him (or his spouse) 
("taxes") by reason of the establishment of, or his participation in, the 
plan, including, without limitation, any Federal, state and/or local income or 
employment taxes imposed on benefits or potential benefits under the plan (or 
on the value thereof) in advance of the participant's receipt of such benefits 
or potential benefits.  The company or a subsidiary of the company may deduct 
any taxes from payroll or other payments due the participant or his spouse.  
The committee shall deduct from all payments under the plan any taxes required 


                                     -7-
<PAGE>
to be withheld, including, without limitation, any Federal, state and/or local 
income or employment taxes.  In the event that such deductions and/or 
withholdings are not sufficient to pay the taxes, the participant (or his 
spouse) shall promptly remit the deficit to the company upon its request.

3.4      Interests Not Transferable.  Except as to withholding of any tax 
under the laws of the United States or any state, the interests of 
participants and their spouses under the plan are not subject to the claims of 
their creditors and may not be voluntarily or involuntarily transferred, 
assigned, alienated or encumbered.  No participant shall have any right to any 
benefit payments hereunder prior to his termination of employment with the 
Pittway Companies.

3.5      Payment with Respect to Incapacitated Participants or Beneficiaries.  
If any person entitled to benefits under the plan is under a legal disability 
or in the committee's opinion is incapacitated in any way so as to be unable 
to manage his financial affairs, the committee may direct the payment of such 
benefit to such person's legal representative or to a relative or friend of 
such person for such person's benefit, or the committee may direct the 
application of such benefits for the benefit of such person in any manner 
which the committee may select that is consistent with the plan.  Any payments 
made in accordance with the foregoing provisions of this section shall be a 
full and complete discharge of any liability for such payments.  

3.6      Limitation of Liability.  To the extent permitted by law, no person 
(including the company, any subsidiary of the company, the Board of Directors 
of the company (the "Board"), the board of directors of any subsidiary of the 
company, the committee, any present or former member of the Board or of the 
board of directors of any subsidiary of the company or of the committee, 
and any present or former officer of the company or of any subsidiary of the 
company) shall be personally liable for any act done or omitted to be done in 
good faith in the administration of the plan.

3.7      Controlling Law.  The plan shall be construed in accordance with the 
provisions of ERISA and other Federal laws, to the extent such provisions are 
applicable to the plan. To the extent not inconsistent therewith, the plan 
shall be construed in accordance with the laws of the State of Illinois. 

3.8      Gender and Number.  Where the context admits, words in the 
masculine gender shall include the feminine and neuter genders, the plural 
shall include the singular and the singular shall include the plural.

3.9      Action 
by the Company.  Any action required of or permitted by the company under the 
plan, including action by the company to amend the plan, shall be by 


                                     -8-
<PAGE>
resolution of the Board or by a duly authorized committee of the Board or by a 
person or persons authorized by resolution of the Board or such committee. 
The procedure for amending the plan is that the plan shall be amended by the 
company's taking appropriate corporate action to effectuate any amendment 
considered by it to be advisable to be made.  Appropriate corporate action 
includes action by resolution of the Board, by a committee authorized by the 
Board, or by a person or persons authorized by the Board or such committee, as 
provided above.

3.10     Successor to the Company.  The term "company" as used in the plan 
shall include any successor to the company by reason of merger, consolidation, 
the purchase of all or substantially all of the company's assets or otherwise.

3.11     Miscellaneous.  The plan shall be binding upon and inure to the 
benefit of the parties, their legal representatives, successors and assigns, 
and all persons entitled to benefits hereunder.  Any notice given in 
connection with the plan shall be in writing and shall be delivered in person 
or by registered mail, return receipt requested.  Any notice given by 
registered mail shall be deemed to have been given upon the date of delivery 
indicated on the registered mail return receipt, if correctly addressed.


                                  SECTION 4

                          Amendment and Termination

     While the company expects to continue the plan, it must necessarily 
reserve, and hereby does reserve, the right, either in general or as to one or 
more particular participants, to amend the plan from time to time or to 
terminate the plan at any time; provided (i) that no amendment of the plan 
with respect to a participant that reduces or eliminates any benefits such 
participant has accrued as of the effective date of such amendment shall be 
effective unless such participant consents to such amendment; and (ii) no 
amendment of the plan with respect to a participant whose Employment Period 
under his Employment Agreement has not yet ended that adversely affects such 
participant, or termination of the plan with respect to such a participant, by 
the company on any date shall be effective prior to the date on which (without 
any extension thereof) such participant's Employment Period is then scheduled 
to end pursuant to his Employment Agreement unless the participant consents to 
such amendment or termination.


                                     -9-

<PAGE>      IN WITNESS WHEREOF, this plan has been executed on behalf of the
company by its duly authorized officers as of the day and year first above 
written.

                              PITTWAY CORPORATION



                                 By: 

                                 Its:

                                 Date:



ATTEST


By _________________________________

   Its _____________________________

   Date_____________________________















                                     -10-
<PAGE>

                                                          Exhibit 1
                                                           to Exhibit A
                                                          of Exhibit 10\
                                                           Pittway Corporation
                                                           March 31, 1997
                                                           Form 10-Q

                             EMPLOYMENT AGREEMENT




     AGREEMENT made as of January 1, 1996, between Pittway Corporation, a 
Delaware corporation (the "Company"), and 
___________ ("Executive").  

     In consideration of the mutual covenants contained herein and other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

      1.   Employment.  The Company shall employ Executive, and Executive 
accepts continued employment with the Company, upon the terms and conditions 
set forth in this Agreement for the period beginning on the date hereof and 
ending as provided in paragraph 5 hereof (the "Employment Period").



     2.   Position and Duties.

     (a)  During the Employment Period, Executive shall serve as the 
____________of the ___________________ Group of the Company or any successor 
to such Group, in each case as constituted from time to time (the "Group"), 
and shall have the normal duties, responsibilities and authority of an 
executive serving in such position, subject to the power of the Board of 
Directors of the Company (the "Board") or the President of the Company to 
expand or limit such duties, responsibilities and authority, either generally 
or in specific instances.  Executive shall have the title ____________________ 
of the Group, subject to the power of the Board to change such title from time 
to time.  During the Employment Period, Executive shall also serve as a 
director of the Company for so long as the Board nominates him to that 
position and he is elected to it, as a ____________ of the Company for so long 
as the Board elects or appoints him to that position and as a director of any 
affiliate of the Company designated by the Board for so long as the Board 
causes him to be elected to such position.

     (b)   Executive shall report to the President of the Company.

     (c)   During the Employment Period, Executive shall devote his best 
efforts and his full business time and attention (except for permitted 
vacation periods, reasonable periods of illness or other incapacity and, 
provided such activities do not exceed those in which Executive has engaged in 
the past, participation in charitable and civic endeavors and management of 
Executive's personal investments and business interests) to the business and 
affairs of the Group and the business and affairs of any other group of the 
Company, any division of the Company, or any subsidiary or affiliate of the 
Company (or any group or division thereof), engaged in the security, alarm or 
monitoring products business or any other business the same as or similar to 



<PAGE>
or related to that then engaged in by the Group.  Executive shall perform his 
duties and responsibilities to the best of his abilities in a diligent, 
trustworthy, businesslike and efficient manner.

     (d)   Executive shall perform his duties and responsibilities 
principally in the  __________________ area, and shall not be required to 
travel outside that area any more extensively than he has done in the past in 
the ordinary course of the business of the Company.

      3.   Salary and Benefits.

     (a)   The Company agrees to pay Executive a salary during the 
Employment Period, in monthly installments.

     (b)   Executive's initial salary shall be $_______ per annum.

     (c)   Executive's salary may be increased by the Board from time to time.

     (d)   The Board may, in its sole discretion, award a bonus to Executive 
for any calendar year during the Employment Period.

     (e)   The Company shall reimburse Executive for all reasonable 
expenses incurred by him in the course of performing his duties under this 
Agreement which are consistent with the Company's policies in effect from time 
to time with respect to travel, entertainment and other business expenses, 
subject to the Company's requirements with respect to reporting and 
documentation of such expenses.

     (f)   In addition to the salary and any bonus(es) payable to Executive 
pursuant to this paragraph, Executive shall be entitled during the Employment 
Period to participate, on the same basis as other executives of the Company 
(but subject to  variations among executives resulting from differences in the 
levels of benefits made available to employees at particular business units 
under the Company's 401(k) plan or any other plan of the Company), in the 
Company's Standard Executive Benefits Package.  The Company's "Standard 
Executive Benefits Package" means those benefits (including insurance, 
vacation, company car or car allowance and/or other benefits) for which 
substantially all of the executives of the Company are from time to time 
generally eligible, as determined from time to time by the Board.

     (g)   In addition to participation in the Company's Standard Executive 
Benefits Package pursuant to this paragraph, Executive shall be entitled 
during the Employment Period to a supplemental executive retirement program, 
the principal terms of which are set forth in Exhibit A attached hereto:

     (i)   additional term life insurance coverage in an amount equal 
           to Executive's salary; but only if and so long as such additional 


                                     -2-
<PAGE>
            coverage is available at standard rates from the insurer providing 
            term life insurance coverage under the Standard Executive Benefits 
            Package or from a comparable insurer acceptable to the Company;

     (ii)   supplementary long-term disability coverage in an amount which 
            will increase maximum covered annual compensation to $330,000 and 
            the maximum monthly payments to $18,333; but only if and so long 
            as such supplementary coverage is available at standard rates from 
            the insurer providing long-term disability coverage under the 
            Standard Executive Benefits Package or a comparable insurer 
            acceptable to the Company; and

     (iii)  participation in the Pittway Corporation Supplemental Executive 
            Retirement Plan (the "SERP"), a copy of which, as currently in 
            effect, is attached hereto as Exhibit A.

     4.     Adjustments.  Notwithstanding any other provision of this 
Agreement, it is expressly understood and agreed that if there is a 
significant reduction in the level of the business to which Executive's duties 
under this Agreement relate, or if all or any significant part of such 
business is disposed of by the Company and/or its subsidiaries or affiliates 
during the Employment Period but Executive thereafter remains an employee of 
the Company, the Board may make adjustments in Executive's duties, 
responsibility and authority, and in Executive's compensation, as the Board 
deems appropriate to reflect such reduction or disposition.

     5.     Employment Period.

     (a)    Except as hereinafter provided, the Employment Period shall 
continue until, and shall end upon, the third anniversary of the date hereof.

     (b)    On each anniversary of the date hereof which precedes 
Executive's sixty-fifth birthday by more than two years, unless the Employment 
Period shall have ended early pursuant to (c) below or either party shall have 
given the other party written notice that the extension provision in this 
sentence shall no longer apply, the Employment Period shall be extended for an 
additional calendar year (unless Executive's sixty-fifth birthday occurs 
during such additional calendar year, in which event the Employment Period 
shall be extended only until such birthday).  In no event shall the Employment 
Period be extended beyond the Executive's sixty-fifth birthday except by 
mutual written agreement of the Company and Executive.

     (c)    Notwithstanding (a) and (b) above, the Employment Period shall 
end early upon the first to occur of any of the following events:  

          (i)      Executive's death;


                                     -3-
<PAGE>
     (ii)   Executive's retirement upon or after reaching age 65 
            ("Retirement");

     (iii)  the Company's termination of Executive's employment on account of 
            Executive's having become unable (as determined by the Board in 
            good faith) to regularly perform his duties hereunder by reason of 
            illness or incapacity for a period of more than six (6) 
            consecutive months ("Termination for Disability");

     (iv)   the Company's termination of Executive's employment for Cause 
            ("Termination for Cause");

     (v)    the Company's termination of Executive's employment other than a 
            Termination for Disability or a Termination for Cause 
            ("Termination without Cause"); 

     (vi)   Executive's termination of Executive's employment for Good Reason, 
            by means of advance written notice to the Company at least thirty 
            (30) days prior to the effective date of such termination 
            identifying such termination as a Termination by Executive for 
            Good Reason ("Termination by Executive for Good Reason") (it being 
            expressly understood that Executive's giving notice that the 
            extension provision in the first sentence of paragraph 5 (b) 
            hereof shall no longer apply shall not constitute a "Termination 
            by Executive for Good Reason"); or

     (vii)  Executive's termination of Executive's employment for any reason 
            other than Good Reason, by means of advance written notice to the 
            Company at least one hundred eighty (180) days prior to the 
            effective date of such termination identifying such termination as 
            a Termination by Executive with Advance Notice ("Termination by 
            Executive with Advance Notice") (it being expressly understood 
            that Executive's giving notice that the extension provision in the 
            first sentence of paragraph 5 (b) hereof shall no longer apply 
            shall not constitute a "Termination by Executive with Advance 
            Notice").

     (d)    For purposes of this Agreement, "Cause" shall mean:

     (i)    the commission by Executive of a felony or a crime involving moral 
            turpitude,

     (ii)   the commission by Executive of a fraud;

     (iii)  the commission by Executive of any act involving dishonesty or 
            disloyalty with respect to the Company or any of its subsidiaries 
            or affiliates;


                                     -4-
<PAGE>
     (iv)   conduct by Executive tending to bring the Company or any of its 
            subsidiaries or affiliates into substantial public disgrace or 
            disrepute;

     (v)    gross negligence or willful misconduct by Executive with respect 
            to the Company or any of its subsidiaries or affiliates;

     (vi)   repudiation of this Agreement by Executive or Executive's 
            abandonment of his employment with the Company (it being expressly 
            understood that a Termination by Executive for Good Reason or a 
            Termination by Executive with Advance Notice shall not constitute 
            such a repudiation or abandonment);

     (vii)  breach by Executive of any of the agreements in paragraph 10 
            hereof; or

     (viii) any other breach by Executive of this Agreement which is material 
            and which is not cured within thirty (30) days after written 
            notice thereof to Executive from the Company.

     (e)    For purposes of this Agreement, "Good Reason" shall mean:

     (i)    a reduction by the Company in Executive's salary to an amount less 
            than "Executive's Reference Salary" (i.e., Executive's initial 
            salary or, in the event the Employment Period has been extended 
            pursuant to paragraph 5(b) hereof, Executive's salary on the date 
            on which the most recent such extension occurred); or 

     (ii)   any breach by the Company of this Agreement which is material and 
            which is not cured within thirty (30) days after written notice 
            thereof to the Company from Executive.

     6.     Post-Employment Period Payments.  

     (a)    If the Employment Period ends on the date on which (without any 
extension thereof) it is then scheduled to end pursuant to paragraph 5 hereof, 
or if the Employment Period ends early pursuant to paragraph 5 hereof for any 
reason, Executive shall cease to have any rights to salary, bonus (if any) or 
benefits other than: (i) any salary which has accrued but is unpaid, and any 
expenses which have been incurred but are unpaid, as of the end of the 
Employment Period, (ii) (but only to the extent provided in the SERP or any 
other benefit plan in which Executive has participated as an employee of the 
Company) any plan benefits which by their terms extend beyond termination of 
Executive's employment and (iii) any other amount(s) payable pursuant to the 
succeeding provisions of this paragraph 6.

     (b)    If the Employment Period ends pursuant to paragraph 5 hereof on 
Executive's sixty-fifth birthday, or if the Employment Period ends early 


                                     -5-
<PAGE>
pursuant to paragraph 5 hereof on account of Executive's death Retirement or 
Termination for Disability, the Company shall make no further payments to 
Executive except as contemplated in (a) (i) and (ii) above.  

     (c)    If the Employment Period ends early pursuant to paragraph 5 
hereof on account of Termination for Cause, the Company shall pay Executive an 
amount equal to that Executive would have received as salary (based on 
Executive's salary then in effect) had the Employment Period remained in 
effect until the later of the effective date of the Company's termination of 
Executive's employment or the date thirty days after the Company's notice to 
Executive of such termination.

     (d)    If the Employment Period ends early pursuant to paragraph 5 
hereof on account of a Termination without Cause or a Termination by Executive 
for Good Reason, the Company shall pay to Executive amounts equal to the 
amounts Executive would have received as salary (based on Executive's salary 
then in effect or, if greater, Executive's Reference Salary)  had the 
Employment Period remained in effect until the date on which (without any 
extension thereof) it was then scheduled to end, at the times such amounts 
would have been paid (in the event Executive is entitled during the payment 
period to any payments under any disability benefit plan or the like in which 
Executive has participated as an  employee of the Company, less such 
payments); provided, however, that in the event of Executive's death during 
the payment period, the Company shall not be obligated to pay any subsequent 
such amounts, but the Company shall pay to Executive's estate (or such person 
or persons as Executive may designate in a written instrument signed by him 
and delivered to the Company prior to his death) either (i) amounts during the 
remainder of the payment period equal to one-half of the amounts which would 
have been paid to Executive but for his death or (ii) if so elected by the 
payee(s) by written notice to the Company within the period of sixty (60) days 
after the date of Executive's death, a lump sum amount equivalent to the 
discounted present value of such reduced amounts, discounted at the publicly 
announced reference rate for commercial lending of Bank of America Illinois in 
effect at the date of notice to the Company of such election, with said amount 
to be paid on a date no later than thirty (30) days following the date of 
notice to the Company of such election.  It is expressly understood that the 
Company's payment obligations under this (d) shall cease in the event 
Executive breaches any of his agreements in paragraph 7, 9 or 10 hereof. 

     (e)    If the Employment Period ends early pursuant to paragraph 5 
hereof on account of a Termination by Executive with Advance Notice, the 
Company shall make no further payments to Executive except as contemplated in 
(a) (i) and (ii) above.

     7.     Inventions and Other Intellectual Property.  Executive agrees 
that all inventions, innovations, improvements, developments, methods, 
designs, analyses, drawings, reports, trademarks, slogans, product or other 
designs, advertising or marketing programs, and all similar or related 
information which relate to the Company's or any of its subsidiaries' or 
affiliates' actual or anticipated business, research and development or 
existing or future products or services and which are (or were prior to the 


                                     -6-
<PAGE>
date of this Agreement) conceived, developed or made by Executive, whether 
alone or jointly with others, while employed by the Company or any such 
subsidiary or affiliate or any predecessor thereof ("Work Product") belong to 
the Company or such subsidiary or affiliate.  Executive will promptly disclose 
such Work Product to the President of the Company and perform all actions 
reasonably requested by the President of the Company (whether during or after 
the Employment Period) to establish and confirm such ownership (including, 
without limitation, assignments, consents, powers of attorney and other 
instruments).

     8.     Limitation/Illinois Disclosure.  Paragraph 7 of this Agreement 
regarding the ownership of inventions and other intellectual property does not 
apply to the extent application thereof is prohibited by any law the benefits 
of which cannot be waived by Executive.  Executive hereby waives the benefits 
of any such law to the maximum extent permitted by law.  In accordance with 
Section 2872 of the Illinois Employee Patent Act, Ill. Rev. Stat. Chap. 140, 
Sec. 301 et. seq. (1983), Executive is hereby advised that in the event and to
the extent such Act is applicable to Executive,  paragraph 7 of this Agreement 
regarding the ownership of inventions and other intellectual property does not 
apply to any invention for which no equipment, supplies, facilities or trade 
secret information of the Company or any of its subsidiaries or affiliates was 
used and which was developed entirely on Executive's own time, unless (i) the 
invention relates to the business of the Company or any of its subsidiaries or 
affiliates or to the Company's or any of its subsidiaries' or affiliates' 
actual or demonstrably anticipated research or development or (ii) the 
invention results from any work performed by Executive for the Company or any 
of its subsidiaries or affiliates.

     9.     Confidential  Information.  Executive acknowl-edges that the 
information, observations and data obtained by him while employed by the 
Company pursuant to this Agreement, as well as those obtained by him while 
employed by the Company or any of its subsidiaries or affiliates or any 
predecessor thereof prior to the date of this Agreement, concerning the 
business or affairs of the Company or any of its subsidiaries or affiliates or 
any predecessor thereof (unless and except to the extent the foregoing become 
generally known to and available for use by the public other than as a result 
of Executive's acts or omissions to act, "Confidential Information") are the 
property of the Company or such subsidiary or affiliate.  Therefore, Executive 
agrees that he shall not disclose  any Confidential Information without the 
prior written consent of the President of the Company unless and except to the 
extent that  such disclosure is (i) made in the ordinary course of Executive's 
performance of his duties under this Agreement or (ii) required by any 
subpoena or other legal process (in which event Executive will give the 
Company prompt notice of such subpoena or other legal process in order to 
permit the Company to seek appropriate protective orders), and that he shall 
not use any Confidential Information for his own account without the prior 
written consent of the President of the Company.  Executive shall deliver to 
the Company at the termination of the Employment Period, or at any other time 
the Company may request, all memoranda, notes, plans, records, reports, 
computer tapes and software and other documents and data (and copies thereof) 
relating to the Confidential Information, the Work Product or the business of 
the Company or any of its subsidiaries or affiliates which he may then possess 
or have under his control.


                                     -7-
<PAGE>
     10.    Non-Compete, Non-Solicitation. 

     (a)    Executive acknowledges that in the course of his employment with 
the Company pursuant to this Agreement he will become familiar, and during the 
course of his employment by the Company or any of its subsidiaries or 
affiliates or any predecessor thereof prior to the date of this Agreement he 
has become familiar, with trade secrets and customer lists of and other 
confidential information concerning the Company and its subsidiaries and 
affiliates and predecessors thereof and that his services have been and will 
be of special, unique and extraordinary value to the Company.  

     (b)    Executive agrees that during the Employment Period and for two 
years thereafter he shall not in any manner, directly or indirectly, through 
any person, firm or corporation, alone or as a member of a partnership or as 
an officer, director, stockholder, investor or employee of or in any other 
corporation or enterprise or otherwise, engage or be engaged in, or assist any 
other person, firm, corporation or enterprise in engaging or being engaged in, 
the security, alarm or monitoring products business or any other business then 
actively being conducted by the Group, in any geographic area in which the 
Group is then conducting such business (whether through manufacturing or 
production, calling on customers or prospective customers, or otherwise).  
Notwithstanding the foregoing, subsequent to the Employment Period Executive 
may engage or be engaged in, or assist any other person, firm, corporation or 
enterprise in engaging or being engaged in, any business activity which is not 
competitive with a business activity being conducted by the Group at the time 
subsequent to the Employment Period Executive first engages or assists in such 
business activity (a "Non-competitive Business Activity").  

     (c)    Executive further agrees that during the Employment Period and 
for two years thereafter he shall not in any manner, directly or indirectly, 
(i) induce or attempt to induce any employee of the Company or of any of its 
subsidiaries or affiliates to quit or abandon his employ, or any customer of 
the Company or of any of its subsidiaries or affiliates to quit or abandon its 
relationship, for any purpose whatsoever, or (ii) in connection with any 
business to which the first sentence of (b) above applies, except where such 
activity constitutes a Non-competitive Business Activity, call on, service, 
solicit or otherwise do business with any then current or prospective customer 
of the Company or of any of its subsidiaries or affiliates.

     (d)    Nothing in this paragraph 10 shall prohibit Executive from 
being: (i) a stockholder in a mutual fund or a diversified investment company 
or (ii) a passive owner of not more than 2% of the outstanding stock of any 
class of a corporation which is publicly traded, so long as Executive has no 
active participation in the business of such corporation.

     (e)    If, at the time of enforcement of this paragraph, a court holds 
that the restrictions stated herein are unreasonable under circumstances then 
existing, the parties hereto agree that the maximum period, scope or 
geographical area reasonable under such circumstances shall be substituted for 
the stated period, scope or area and that the court shall be allowed to revise 


                                     -8-
<PAGE>
the restrictions contained herein to cover the maximum period, scope and area 
permitted by law.  

     11.    Enforcement.  Because Executive's services are unique and 
because Executive has access to Confidential Information and Work Product, the 
parties hereto agree that the Company would be damaged irreparably in the 
event any of the provisions of paragraph 7, 9 or 10 hereof were not performed 
in accordance with their specific terms or were otherwise breached and that 
money damages would be an inadequate remedy for any such non-performance or 
breach.  Therefore, the Company or its successors or assigns shall be 
entitled, in addition to other rights and remedies existing in their favor, to 
an injunction or injunctions to prevent any breach or threatened breach of any 
of such provisions and to enforce such provisions specifically (without 
posting a bond or other security).

     12.    Executive Representations.  Executive represents and warrants 
to the Company that (i) the execution, delivery and performance of this 
Agreement by Executive does not and will not conflict with, breach, violate or 
cause a default under any contract, agreement, instrument, order, judgment or 
decree to which Executive is a party or by which he is bound, (ii) Executive 
is not a party to or bound by any employment agreement, noncompete agreement 
or confidentiality agreement with any other person or entity and (iii) upon 
the execution and delivery of this Agreement by the Company, this Agreement 
shall be the valid and binding obligation of Executive, enforceable in 
accordance with its terms.

     13.    Survival.  Paragraphs 7, 9 and 10 hereof shall survive and 
continue in full force in accordance with their terms notwithstanding any 
termination of the Employment Period.

     14.    Notices.  Any notice provided for in this Agreement shall be in 
writing and shall be either personally delivered, or mailed by first class 
mail, return receipt requested, to the recipient at the address below 
indicated:

          Notices to Executive:

          ___________________
          ___________________
          ___________________
          Notices to the Company:

          Mr. King Harris 
          President
          Pittway Corporation
          200 South Wacker Drive, Suite 700
          Chicago, IL  60606-5802




                                     -9-
<PAGE>
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.  Any
notice under this Agreement will be deemed to have been given when so
delivered or mailed.

     15.    Severability.  Whenever possible, each provision of this 
Agreement shall be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of this Agreement is held to be 
invalid, illegal or unenforceable in any respect under any applicable law or 
rule in any jurisdiction, such invalidity, illegality or unenforceability 
shall not affect any other provision or any other jurisdiction, but this 
Agreement shall be reformed, construed and enforced in such jurisdiction as if 
such invalid, illegal or unenforceable provision had never been contained 
herein.

     16.    Payment of Certain Costs and Expenses.  In the event that there 
is a Change of Control of the Company, if the Company thereafter wrongfully 
withholds from Executive any amount payable to Executive pursuant to this 
Agreement or the SERP and Executive obtains a final judgment against the 
Company for such amount, the Company shall reimburse Executive for any costs 
and expenses (including without limitation attorneys' fees) reasonably 
incurred by Executive in obtaining such judgment and shall pay Executive 
interest on the amount of each such cost or expense from the date of payment 
thereof by Executive to the date of reimbursement by the Company at a floating 
rate per annum equal to the publicly announced reference rate for commercial 
lending of Bank of America Illinois in effect from time to time.  For purposes 
of the foregoing, a "Change of Control of the Company" will be deemed to have 
occurred if but only if, for purposes of Section 13(d) of the Securities 
Exchange Act of 1934, as amended, a person or group other than one or more 
members of the Harris Group (as currently defined in the Company's Restated 
Certificate of Incorporation, as amended) becomes the beneficial  owner of 
stock of the Company possessing a majority of the voting power under ordinary 
circumstances with respect to the election of directors.

     17.    Complete Agreement.  This Agreement embodies the complete 
agreement and understanding between the parties with respect to the subject 
matter hereof and effective as of its date supersedes and preempts any prior 
understandings, agreements or representations by or between the parties, 
written or oral, which may have related to the subject matter hereof in any 
way.  

     18.    Counterparts.  This Agreement may be executed in separate 
counterparts, each of which shall be deemed to be an original and both of 
which taken together shall constitute one and the same agreement.

     19.    Successors and Assigns.  This Agreement shall bind and inure to 
the benefit of and be enforceable by Executive, the Company and their 
respective heirs, executors, personal representatives, successors and assigns, 
except that neither party may assign any of his or its rights or delegate any 
of his or its obligations hereunder without the prior written consent of the 
other party.  Executive hereby consents to the assignment by the Company of 
all of its rights and obligations hereunder to: (i) any subsidiary or 


                                    -10-
<PAGE>
affiliate of the Company in the event all or any substantial part of the 
business to which Executive's duties under this Agreement relate are 
transferred thereto and (ii) any successor to the Company by merger or 
consolidation or purchase of all or substantially all of the Company's assets; 
in each case provided such transferee or successor assumes the liabilities of 
the Company hereunder.

     20.    Choice of Law.  This Agreement shall be governed by the internal 
law, and not the laws of conflicts, of the State of Illinois.

     21.    Amendment and Waiver.  The provisions of this Agreement may be 
amended or waived only with the prior written consent of the Company and 
Executive, and no course of conduct or failure or delay in enforcing the 
provisions of this Agreement shall affect the validity, binding effect or 
enforceability of this Agreement.

                                 *    *    *    *    *
















                                    -11-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed 
this Agreement as of the date first written above.


                                   PITTWAY CORPORATION



                                   By ___________________________

                                   Its __________________________







                                   ______________________________
                                   [EXECUTIVE]















                                    -12-