Exhibit
10.2


 


POI
ACQUISITION I, INC.


 


 


May 28, 2004


 


Protection One, Inc.


818 South Kansas Avenue


Topeka, Kansas  66612


	
  Attn:

  	
  Darius G. Nevin

  
	
   

  	
  Executive Vice President and Chief
  Financial Officer

  



 


Dear Mr. Nevin:


 


1.             We
refer to the:  (a) Equity Standstill
Agreement, dated as of February 17, 2004 (the “Agreement”), by and between
Protection One, Inc. (“POI”) and POI Acquisition I, Inc. (“POI Acquisition”);
(b) letter from POI Acquisition to POI, dated May 17, 2004, amending the term
of the Agreement; and (c) letter from POI Acquisition to POI, dated May 24,
2004, further amending the term of the Agreement (the “Second Letter
Agreement”).  Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the
Agreement.


 


2.             Pursuant
to section 2.02 of the Agreement, the Agreement shall terminate and be of no
further force and effect on the Specified Date (which currently, under clause
(i) of section 2.02 of the Agreement, as amended by the Second Letter
Agreement, is 11:59 p.m. prevailing Eastern Time on May 31, 2004).  By this letter agreement and at your
request, we hereby agree to further amend the definition of the Specified Date
to mean the earlier of:  (i) 11:59 p.m.
prevailing Eastern time on the date that is 111  days after the
Effective Time (the “Outside Date”) (the period beginning with the Effective
Time and continuing through and including the Outside Date, the “Outside
Standstill Period”); or (ii) the occurrence of any Equity Standstill
Termination Event.  We also hereby agree
that the Outside Standstill Period shall be automatically extended three (3)
consecutive times by seven (7) day periods (and the definition of Outside Date
shall be further amended accordingly), without any further action required to
be taken by either party hereto, unless POI Acquisition delivers written notice
of non-extension to POI pursuant to Paragraph 4 of this letter agreement on
June 4, 2004, June 11, 2004 or June 18, 2004. 
Under no circumstance shall the Outside Standstill Period exceed 132
days pursuant to the terms of this letter agreement.  Except as otherwise provided herein, the Agreement shall remain
in full force and effect subject to the terms and provisions thereof.


 


3.             Notwithstanding
anything to the contrary contained herein, in the event that POI Acquisition
delivers written notice of termination to POI pursuant to


 

















 


Paragraph 4 of this letter agreement, this
letter agreement and the Outside Standstill Period shall terminate effective as
of two business days following the date of receipt of such written notice by
POI.


 


4.             Any
written notice to be given pursuant to this letter agreement by POI Acquisition
shall be sufficiently given if sent by overnight delivery service or by
facsimile transmission, with receipt confirmed, as follows:


 


Protection
One, Inc.

4221 W. John Carpenter Freeway

Irving, Texas, 75063 

Attn: J. Eric Griffin, General Counsel

Facsimile: (972) 916-6195


 


with a copy to:


 


Kirkland &
Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

Attn: Anup Sathy

Facsimile: (312) 861-2200


 


*     *     *     *


 

















 


This letter agreement may be executed in
counterparts.  Please confirm your
agreement with the foregoing by signing and returning to the undersigned the
duplicate copy of this letter agreement enclosed herewith.


 


Very truly yours,


 


	
  POI ACQUISITION I, INC.

  
	
   

  
	
   

  
	
  By:

  	
   /s/ David A. Tanner

  	
   

  
	
  Name: David A. Tanner

  
	
  Title:

  



 

















 


Agreed as of the date first written above:


 


	
  PROTECTION ONE, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Darius G. Nevin

  	
   

  
	
  Name: Darius G. Nevin

  
	
  Title: Executive Vice President and

  
	
  Chief Financial Officer