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                                  EXHIBIT 10.16

                              PROTECTION ONE, INC.

                       FORM OF CHANGE OF CONTROL AGREEMENT

Dear :

         Protection One, Inc. (the "Company") considers sound management
essential to protecting the interests of the Company and its shareholders. The
Company recognizes that the possibility of a change in control could arise which
may result in the distraction of management to the detriment of the Company and
its shareholders. It is important that you be able to advise the Board whether a
proposed change in control would be in the best interests of the Company and its
shareholders and to take action regarding such proposal as the Board directs,
without being influenced by the uncertainties of your own situation.

         To induce you to remain in the employ of the Company, this Agreement,
approved by the Board of Directors (the "Board"), sets forth the benefits which
will be provided to you if your employment is terminated subsequent to a "change
in control".

         1.       AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.

                  (i) Except as otherwise provided in paragraph (ii) below, the
Company or you may terminate your employment at any time, subject to this
Agreement.

                  (ii) If Western Resources, Inc., a Kansas corporation and the
parent of the Company, ("Western") announces that it intends to sell the
Company's outstanding securities ordinarily having the right to vote at
elections of directors ("Voting Securities") which would reduce Western's and
its affiliate's ownership of Voting Securities below 50%, you agree that you
will not leave the employ of the Company (other than for Disability or upon
Retirement) and will render the services contemplated in this Agreement until
such transaction has been abandoned or a change in control has occurred.
"Person" shall mean any individual, corporation, partnership, group, association
or other "person", as such term is used in Section 14(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), other than the Company, a wholly
owned subsidiary of the Company or any employee benefit plan(s) sponsored by the
Company or a subsidiary of the

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Company. "Affiliate" shall mean any entity, association, corporation, or
partnership controlled 30% or more by Western; or under common control with
Western and any employee benefit plan(s) sponsored by the Company, Western or
any affiliate of Western.

         2. TERM OF AGREEMENT. This Agreement shall continue until January 1,
2001, and on such date and each January 1 thereafter, the term shall be extended
for one year unless at least 90 days prior to such January 1st date, the Company
or you shall have given notice to cancel this Agreement. Notwithstanding any
such notice, this Agreement shall continue in effect for 12 months after a
change in control which occurs during the term of this Agreement, as extended.
This Agreement shall terminate if your employment terminates prior to a change
in control.

         3. CHANGE IN CONTROL. A "change in control" shall be deemed to have
occurred when (a) any Person other than Western or any affiliate of Western,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% or more of the Voting Securities; (b)
individuals who constitute the Board on the date hereof (the "Incumbent Board")
cease to constitute a majority thereof, provided that any person who becomes a
director by approval of at least three quarters of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
in which such person is named as a nominee for director, without objection to
such nomination) shall be considered a member of the Incumbent Board; (c) the
liquidation or dissolution of the Company; or (d) the sale of all or
substantially all of the assets of the Company to any Person other than Western
or an affiliate of Western. No change in control shall be deemed to have
occurred by virtue of any transaction which results in you, or a group of
Persons which includes you, acquiring, directly or indirectly, 30% or more of
the voting power of the Voting Securities.

         4. TERMINATION FOLLOWING CHANGE IN CONTROL. Upon a change in control,
you shall be entitled to the benefits provided in Section 5 hereof upon the
termination of your employment with the Company within 12 months after such
event, unless such termination is (a) because of your death or Retirement, (b)
by the Company for Cause or Disability or (c) by you other than for Good Reason.

                  (i) DISABILITY. Termination based on "Disability" shall mean
termination because of your absence from your duties on a full time basis for
180 consecutive days due to physical or mental illness, unless within 30 days
after Notice of Termination is given to you following such absence you shall
have returned to the full time performance of your duties.

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                  (ii) RETIREMENT. Termination based on "Retirement" shall mean
termination on or after age 65 with five or more years of service with the
Company.

                  (iii) CAUSE. Termination for "Cause" shall mean termination
upon (a) the willful and continued failure by you to perform substantially your
duties (unless due to physical or mental illness) after a demand for substantial
performance is delivered to you by the Chairman of the Board of the Company
which specifically identifies the manner in which you have not substantially
performed your duties, or (b) the willful engaging by you in illegal conduct
which is materially injurious to the Company. "Willful" means in bad faith and
without reasonable belief that your act or omission was in, or not opposed to,
the best interests of the Company. Any act, or failure to act, based upon
authority given by the Board or upon the advice of counsel for the Company shall
be deemed to be in the best interests of the Company. Your attention to matters
not directly related to the business of the Company shall not provide a basis
for termination for Cause if the Company has approved such activities. You shall
not be deemed to have been terminated for Cause unless there shall have been
delivered to you a resolution by the affirmative vote of three quarters of the
Board at a meeting called for the purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board)
of determining if you have been guilty of the conduct set forth above in (a) or
(b) of this paragraph (iii) and specifying the particulars thereof.

                   (iv) GOOD REASON. Termination for "Good Reason" shall mean
termination based on any of the following events, provided that you give the
Company written notice thereof within six months of the event constituting "Good
Reason":

                           (A) a determination by you that there has been an
                  adverse change in your status or position(s) as an officer of
                  the Company as in effect immediately prior to the change in
                  control, including, without limitation, any diminution in your
                  responsibilities or the assignment to you of any
                  responsibilities which are inconsistent with such status or
                  position(s), or any removal of you from or any failure to
                  reappoint or reelect you to such position(s) (except in
                  connection with the termination of your employment for Cause,
                  Disability or Retirement or as a result of your death or by
                  you other than for Good Reason);

                           (B) a reduction in your base salary as in effect
                  immediately prior to the change in control;

                           (C) the failure to continue in effect any Plan in
                  which you are participating at the time of the change in
                  control (or Plans providing you with at least

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                  substantially similar benefits) other than as a result of the
                  normal expiration of any such Plan under its terms as in
                  effect at the time of the change in control, or the taking of
                  any action, or the failure to act, by the Company which would
                  adversely affect your continued participation in any of such
                  Plans on at least as favorable a basis to you as is the case
                  on the date of the change in control or which would materially
                  reduce your benefits in the future under any of such Plans or
                  deprive you of any material benefit enjoyed by you at the time
                  of the change in control;

                           (D) the failure to credit you with the number of paid
                  vacation days to which you are then entitled under the normal
                  vacation policy as in effect immediately prior to the change
                  in control;

                           (E) the Company's requiring you to be based anywhere
                  other than where your office is located immediately prior to
                  the change in control except for required travel on the
                  Company's business to an extent substantially consistent with
                  the business travel obligations which you undertook prior to
                  the change in control;

                           (F) the failure of the Company to obtain from any
                  successor the assent to this Agreement contemplated by Section
                  6 hereof;

                           (G) any purported termination of your employment
                  which is not effected pursuant to a Notice of Termination
                  satisfying the requirements of paragraph (v) below (and, if
                  applicable, paragraph (iii) above); and for purposes of this
                  Agreement, no such purported termination shall be effective;
                  or

                           (H) any refusal by the Company to continue to allow
                  you to engage in activities not directly related to the
                  business of the Company which, prior to the change in control,
                  you were permitted by the Company to engage in.

"Plan" shall mean any compensation plan such as an incentive, stock option or
restricted stock plan or any employee benefit plan such as a salary continuation
program, saving, deferred compensation, pension, profit sharing, medical,
disability, accident, or life insurance plan or a relocation plan or policy or
any other plan, program or policy of the Company intended to benefit employees.

                  (v) NOTICE OF TERMINATION. Any purported termination following
a change in control shall be communicated by written Notice of Termination to
the other party hereto. A "Notice of

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Termination" shall indicate the specific termination provision in this Agreement
relied upon.

           (vi) DATE OF TERMINATION. "Date of Termination" following a change in
control shall mean (a) if your employment is to be terminated for Disability, 30
days after Notice of Termination is given (provided that you shall not have
returned to the performance of your duties on a full-time basis during such 30
day period), (b) if your employment is to be terminated by the Company for Cause
or by you pursuant to Sections 4(iv)(F) or 6 hereof or for any other Good
Reason, the date specified in the Notice of Termination, or (c) if your
employment is to be terminated by the Company for any reason other than Cause,
the date specified in the Notice of Termination shall be 90 days after the
Notice of Termination is given, unless an earlier date has been expressly agreed
to by you in writing.

         In the case of termination for Cause, if you have not previously
expressly agreed in writing to the termination, then within 30 days after
receipt by you of the Notice of Termination, you may notify the Company that a
dispute exists concerning the termination, in which event the Date of
Termination shall be the date set either by mutual written agreement of the
parties or by the arbitrators in a proceeding as provided in Section 13 hereof.
During the pendency of any such dispute, the Company will continue to pay you
your full compensation and benefits in effect just prior to the time the Notice
of Termination is given and until the dispute is resolved in accordance with
Section 13.

         5.       COMPENSATION UPON TERMINATION OR DURING DISABILITY; OTHER
AGREEMENTS.

                    (i) After a change in control if you fail to perform your
duties as a result of physical or mental illness, you shall continue to receive
your salary at the rate then in effect and any benefits or awards under any
Plans shall continue to accrue during such period, to the extent not
inconsistent with such Plans, until your employment is terminated under
paragraphs 4(i) and 4(vi) hereof. Thereafter, your benefits shall be determined
under the Plans then in effect.

                   (ii) If your employment shall be terminated for Cause
following a change in control, the Company shall pay you your salary through the
Date of Termination at the rate in effect just prior to the time a Notice of
Termination is given plus any benefits or awards (including both the cash and
stock components) which have been earned. Thereupon the Company shall have no
further obligations to you under this Agreement.

                  (iii) Subject to Section 8 hereof, if, within 12 months after
a change in control, your employment shall be terminated (a) by the Company
other than for Cause, Disability or Retirement or (b) by you for Good Reason,
then the Company shall


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pay to you, by the fifth day following the Date of Termination, without regard
to any contrary provisions of any Plan, the following:

                           (A) your base compensation through the Date of
                  Termination at the rate in effect just prior to the time a
                  Notice of Termination is given plus (A) any accrued vacation
                  pay and (B) a pro rata share of any benefits or awards
                  (including both the cash and stock components) which but for
                  your Termination would have been earned, but which have not
                  yet been paid to you;

                           (B) 2.99 times the higher of (A) your annual base
                  compensation on the Date of Termination or (B) your annual
                  base salary in effect immediately prior to the change in
                  control;

                           (C) 2.99 times the average of the incentive
                  compensation (including both the cash and stock components)
                  awarded to you for the three completed bonus periods prior to
                  the Date of Termination. If you have not been employed by
                  Protection One for a year or more, the short-term incentive
                  amount for the previous year would be assumed to be at a 50%
                  payout level.

"Base salary" shall include any amounts deducted by the Company for your account
under any agreement which the Company or Section 125 and 401(k) of the Internal
Revenue Code of 1986, as amended, (the "Code").

                   (iv) If, within 12 months after a change in control, your
employment shall be terminated (a) by the Company other than for Cause,
Disability or Retirement or (b) by you for Good Reason, then the Company shall
maintain in effect, for the continued benefit of you and your dependents until
the earliest of (a) three years after the Date of Termination, (b) the
commencement date of equivalent benefits from a new employer or (c) your
retirement date, all employee welfare benefit plans in which you were entitled
to participate immediately prior to the Date of Termination, provided that your
continued participation is possible under the provisions of such Plans (and any
applicable funding media) and you continue to pay your regular contribution
under such Plans. If your participation in any such Plan is barred, the Company,
at its expense, shall arrange to have issued individual policies of insurance
providing benefits substantially similar (on an after-tax basis) to those which
you otherwise would have been entitled to receive or, if such insurance is not
available at a reasonable cost, the Company shall otherwise provide you and your
dependents with equivalent benefits (on an after-tax basis). You shall not be
required to pay any amount greater than you would have paid to participate in
such Plans.

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                    (v) Except as provided in paragraph (iv) above, the payment
provided for in this Section 5 shall not be reduced by any compensation earned
by you after the Date of Termination.

                   (vi) If the payments provided by Section 5 (iii) hereof (the
"Agreement Payments") become subject to the tax (the "Excise Tax") imposed by
Section 4999 of the Code as in effect on the date of this Agreement (or any
similar tax), you will be responsible for the Excise Tax and the Company will
not pay you an additional amount (the "Gross-up Payment"). If, however, the
"Agreement Payments" become subject to the Excise Tax (or any similar tax) by
virtue of changes in the Code which occur after the date of this Agreement, the
Company shall pay to you at the time specified in Subsection (vii) below a
"Gross-up Payment" such that the net amount retained by you, after deduction of
any Excise Tax on the Total Payments (as hereinafter defined), and any federal,
state and local income tax and Excise Tax upon the Gross-up Payment provided for
this Subsection (vi) shall be equal to what the Total Payments would have been
had such changes in the Code not occurred.

         For purposes of determining whether any of the Agreement Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (a) any other
payments or benefits received or to be received by you in connection with a
change in control or your termination of employment (under this Agreement or any
other agreement with the Company or any person whose actions result in a change
of control or any person affiliated with the Company) (which, together with the
Agreement Payments, shall constitute the "Total Payments") shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2) of the Code, and
all "excess parachute payments" within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, unless in the opinion of tax
counsel selected by the Company's independent auditors such other payments or
benefits (in whole or in part) are not subject to the Excise Tax, (b) the amount
of the Total Payments which shall be treated as subject to the Excise Tax shall
be equal to the lesser of (1) the Total Payments or (2) the amount of excess
parachute payments within the meaning of Section 280G(b)(1) of the Code (after
applying clause (a), above), and (c) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Company's independent
auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.

         For purposes of determining the Gross-up Payment, you shall be deemed
to pay federal, state, and local income taxes at the highest applicable marginal
rate for the calendar year in which the Gross-up Payment is to be made net of
the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes. If the Excise Tax is finally determined
to be less than the amount taken into account at the time the Gross-up Payment
is made, you shall repay the portion


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attributable to such reduction (plus the portion of the Gross-up Payment
attributable to a reduction in Excise Tax and/or a federal and state and local
income tax deduction), plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax is later
determined to exceed the amount taken into account at the time the Gross-up
Payment is made, the Company shall make an additional Gross-up Payment (plus any
interest payable with respect to such excess at the rate provided in Section
1274(b)(2)(B) of the Code) when such excess is finally determined.

                  (vii) The Gross-up Payment or portion thereof provided for in
Subsection (vi) above shall be paid not later than the thirtieth day following
payment of any amounts under Section 5(iii); provided, however, that if the
amount of such Gross-up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to you on such day an estimate, as
determined in good faith by the Company, of the minimum amount of such payments
and shall pay the remainder of such payments (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can
be determined, but in no event later than the forty-fifth day after payment of
any amounts under Section 5(iii). If the amount of the estimated payments
exceeds the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to you, payable on the fifth day after demand
by the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).

                  (viii) In the event it shall be determined by the Company's
independent auditor that the Agreement Payments would subject you to the Excise
Tax, it shall also be determined whether a certain reduction in the Agreement
Payments would result in an after-tax amount with a greater net present value
than would occur without such reduction. If so, the Agreement Payments shall be
reduced by the minimum amount necessary to obtain such result.

                  If such reduced payments incorrectly result in an overpayment
or underpayment to you, the underpayment shall be promptly paid to you and, if
an overpayment shall have occurred, it shall be treated for all purposes as a
loan to you by the Company which you shall repay on the fifth day after demand
by the Company, in each case together with interest at the applicable rate
provided for in Section 1274(b)(2)(B) of the Code.

         6.       SUCCESSORS; BINDING AGREEMENT.

                   (i) The Company will seek, by written request at least five
business days prior to the time a Person becomes a Successor, to have such
Person, in form satisfactory to you, assent to the fulfillment of the Company's
obligations under this


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Agreement. Failure of such Person to furnish such assent by the later of (A)
three business days prior to the time such Person becomes a Successor or (B) two
business days after such Person receives a written request to so assent shall
constitute Good Reason for termination by you of your employment if a change in
control occurs or has occurred. "Successor" shall mean any Person that succeeds
to, or has the practical ability to control (either immediately or with the
passage of time), the Company's business directly, by merger or consolidation,
or indirectly, by purchase of the Voting Securities or otherwise.

                   (ii) This Agreement shall be enforceable by your personal or
legal representatives. If you should die while any amount would still be payable
to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your designee or, if there be no such designee, to your estate.

                  (iii) The "Company" shall include any continuing entity from
any business combination in which the Company ceases to exist.

         7.       FEES AND EXPENSES; MITIGATION.

                    (i) The Company shall reimburse you, on a current basis, for
all legal fees and related expenses incurred by you in connection with the
Agreement following a change in control, including, without limitation, (a) all
such fees and expenses, if any, incurred in contesting any termination of your
employment or incurred by you in seeking advice with respect to the matters set
forth in Section 8 hereof or (b) your seeking to enforce any benefit provided by
this Agreement, in each case, regardless of whether or not your claim is upheld
by a court of competent jurisdiction; provided, however, you shall be required
to repay any such amounts to the extent that a court issues a final and
non-appealable order determining that your position was frivolous. In addition
to the fees and expenses provided herein, you shall also be paid interest on any
disputed amount ultimately paid to you at the prime rate announced from time to
time by Chase Bank, New York, from the date payment should have been made until
paid in full.

                   (ii) You shall not be required to mitigate any payment the
Company becomes obligated to make to you under this Agreement.

         8. TAXES. All payments under this Agreement will be subject to required
withholding of federal, state and local income and employment taxes.

         9. SURVIVAL. The respective obligations of, and benefits afforded to,
the Company and you as provided in Section 5, 6(ii),


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7, 8 and 14 of this Agreement shall survive termination of this Agreement.

         10. NOTICE. Notices and all other communications under this Agreement
shall be in writing and shall be deemed to have been duly given when mailed by
United States registered mail, return receipt requested, postage prepaid and
addressed, in the case of the Company, to the address set forth on the first
page of this Agreement or, in the case of the undersigned employee, to the
address set forth below his signature, provided that all notices to the Company
shall be directed to the attention of the Chairman of the Board or President of
the Company, with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

         ll. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in a writing signed by you and the Chairman of the Board or President of the
Company. No waiver by either party hereto at any time of any breach by the other
party hereto of, or of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar of dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Delaware.

         12. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         13. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration by
three arbitrators in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrators' award in
any court having jurisdiction; provided, however, that you shall be entitled to
seek specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement. The Company shall bear all costs and expenses arising in
connection with any arbitration proceeding pursuant to this Section 13.

         14. RELATED AGREEMENTS. If any provision of any other agreement between
the Company or any of its subsidiaries and you shall, qualify or be inconsistent
with any provision of this Agreement, then, while this Agreement remains in
force, this


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Agreement shall control and such provision of such other agreement shall be
deemed to have no force or effect.

         15. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         If this letter correctly sets forth our agreement, kindly sign and
return to the Company the enclosed copy of this letter.

                                    Sincerely,


                                    Douglas T. Lake
                                    Chairman

ACCEPTED:

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Date

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Name

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Street Address

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City        State      ZIP