<PAGE>   1


                                                                    EXHIBIT 10.2


                                                                  EXECUTION COPY

================================================================================






                    ---------------------------------------
                                  $250,000,000
                          7 3/8% SENIOR NOTES DUE 2005
                    ---------------------------------------



                          REGISTRATION RIGHTS AGREEMENT





                           DATED AS OF AUGUST 17, 1998
                                  BY AND AMONG

                     PROTECTION ONE ALARM MONITORING, INC.,
               THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

                                       AND

                            BEAR, STEARNS & CO. INC.
                              LEHMAN BROTHERS INC.
                        MORGAN STANLEY & CO. INCORPORATED
                              SALOMON BROTHERS INC



================================================================================


<PAGE>   2


                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
         and entered into as of August 17, 1998 by and among Protection One
         Alarm Monitoring, Inc., a Delaware corporation (the "Company"),
         Protection One, Inc., a Delaware corporation, Westar Security, Inc., a
         Kansas corporation, and WestSec, Inc., a Kansas corporation (the
         "Guarantors"), and Bear, Stearns & Co. Inc., Lehman Brothers Inc.,
         Morgan Stanley & Co. Incorporated and Salomon Brothers Inc (each an
         "Initial Purchaser" and, collectively, the "Initial Purchasers"), each
         of whom has agreed to purchase the Company's 7 3/8% Senior Notes due
         2005 (the "Initial Notes") pursuant to the Purchase Agreement (as
         defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
         dated August 12, 1998, (the "Purchase Agreement"), by and among the
         Company, the Guarantors and the Initial Purchasers. In order to induce
         the Initial Purchasers to purchase the Initial Notes, the Company and
         the Guarantors have agreed to provide the registration rights set forth
         in this Agreement. The execution and delivery of this Agreement is a
         condition to the obligations of the Initial Purchasers set forth in the
         Purchase Agreement. Capitalized terms used herein and not otherwise
         defined shall have the meaning assigned to them in the Indenture, dated
         August 17, 1998, among the Company, the Guarantors and The Bank of New
         York, as trustee, relating to the Initial Notes and the Exchange Notes
         (as defined) (the "Indenture").



         1.       Certain Definitions.

         For purposes of this Registration Rights Agreement, the following terms
         shall have the following respective meanings:

                  (a) "Closing Date" means the date on which the Initial Notes
         are initially issued.

                  (b) "Commission" means the Securities and Exchange Commission,
         or any other federal agency at the time administering the Exchange Act
         or the Securities Act, whichever is the relevant statute for the
         particular purpose.

                  (c) "Consummate" An Exchange Offer shall be deemed
         "Consummated" for purposes of this Agreement upon the occurrence of (a)
         the filing and effectiveness under the Act of the Exchange Offer
         Registration Statement relating to the Exchange Notes to be issued in
         the Exchange Offer, (b) the maintenance of such Exchange Offer
         Registration Statement continuously effective and the keeping of the
         Exchange Offer open for the period required under Section 2(a) hereof
         and (c) the delivery by the Company to the Registrar under the
         Indenture of Exchange Notes in the same aggregate principal amount as
         the aggregate principal amount of Initial Notes tendered by Holders
         thereof pursuant to the Exchange Offer.

                  (d) "Effective Time," in the case of (i) an Exchange Offer,
         means the time and date as of which the Commission declares the
         Exchange Offer Registration Statement effective or as of which the
         Exchange Offer Registration Statement otherwise becomes effective and
         (ii) a Shelf Registration, means the time and date as of which the
         Commission declares the Shelf Registration effective or as of which the
         Shelf Registration otherwise becomes effective.



<PAGE>   3


                  (e) "Exchange Act" means the Securities Exchange Act of 1934,
         or any successor thereto, as the same shall be amended from time to
         time.

                  (f) "Exchange Notes" has the meaning assigned thereto under
         Section 2(a).

                  (g) "Exchange Offer" has the meaning assigned thereto in
         Section 2(a).

                  (h) "Exchange Offer Registration Statement" has the meaning
         assigned thereto in Section 2(a).

                  (i) "Exchange Registration" has the meaning assigned thereto
         in Section 3(f).

                  (j) "Holder" means each Initial Purchaser for so long as it
         holds of record any Transfer Restricted Securities, and such of its
         respective successors and assigns who acquire and hold of record
         Transfer Restricted Securities, directly or indirectly, from such
         person or from any successor or assign of such person, in each case for
         so long as such person owns any Transfer Restricted Securities.

                  (k) "Participant" has the meaning as assigned thereto in
         Section 6(a).

                  (l) "Person" means a corporation, association, partnership,
         organization, business, individual, government or political subdivision
         thereof or governmental agency.

                  (m) "Registration Default" has the meaning assigned thereto in
         Section 2(c).

                  (n) "Registration Expenses" has the meaning assigned thereto
         in Section 4.

                  (o) "Resale Period" means the period beginning on the date the
         Shelf Registration becomes effective and ending on the earlier of (i)
         the Shelf Registration ceasing to be effective or (ii) the second
         anniversary of the Closing Date.

                  (p) "Restricted Holder" means (i) a Holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a Holder
         who acquires Exchange Notes outside the ordinary course of such
         Holder's business, (iii) a Holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Notes, or (iv) a broker-dealer who
         receives Initial Notes for its own account but did not acquire the
         Initial Notes as a result of market-making activities or other trading
         activities.

                  (q) "Rule 144," "Rule 405" and "Rule 415" means, in each case,
         such rule promulgated under the Securities Act.

                  (r) "Securities Act" means the Securities Act of 1933, or any
         successor thereto, as the same may be amended from time to time.

                  (s) "Shelf Registration" has the meaning assigned thereto in
         Section 2(b).


                                       2
<PAGE>   4

                  (t) "Transfer Restricted Securities" means the Initial Notes;
         provided, however, that such Initial Notes shall cease to be Transfer
         Restricted Securities when (i) such Initial Notes have been exchanged
         for Exchange Notes in an Exchange Offer; (ii) in the circumstances
         contemplated by Section 2(b), a registration statement registering such
         Initial Notes under the Securities Act has been declared or becomes
         effective and such Initial Notes have been sold or otherwise
         transferred by the Holder thereof pursuant to such effective
         registration statement; (iii) such Initial Notes are sold pursuant to
         Rule 144 under circumstances in which any legend borne by such Initial
         Notes relating to restrictions on transferability thereof, under the
         Securities Act or otherwise, is removed or such Initial Notes are
         eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv) such
         Initial Notes shall cease to be outstanding.

                  (u) "Trust Indenture Act" means the Trust Indenture Act of
         1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision. Unless the context otherwise requires, any
reference to a statute, rule or regulation refers to the same (including any
successor statute, rule or regulation thereto) as it may be amended from time to
time.

         2.       Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b), the Company and the
         Guarantors agree to use their respective reasonable best efforts to
         file under the Securities Act a registration statement (the "Exchange
         Offer Registration Statement") with the Commission on or prior to 45
         days after the Closing Date (such 45th day the "Exchange Deadline")
         relating to an offer to exchange (the "Exchange Offer") any and all of
         the Initial Notes for a like aggregate amount of securities issued by
         the Company, which have the same terms as the Initial Notes (and are
         entitled to the benefits of a trust indenture which has been qualified
         under the Trust Indenture Act), except that they have been registered
         pursuant to an effective registration statement under the Securities
         Act and do not contain restrictions on transfers. The Company and the
         Guarantors agree to use their respective reasonable best efforts to
         cause the Exchange Offer Registration Statement to become effective
         under the Securities Act within 120 days after the Closing Date (such
         120th day the "Exchange Effectiveness Deadline"). The Exchange Offer
         will be registered under the Securities Act on the appropriate form and
         will comply in all material respects with all applicable tender offer
         rules and regulations under the Exchange Act. Unless the Exchange Offer
         would not be permitted by applicable law or Commission policy, the
         Company will commence the Exchange Offer and use its best efforts to
         issue on or prior to 30 business days after the date on which the
         Exchange Offer Registration Statement was declared effective by the
         Commission, Exchange Notes in exchange for all Notes tendered prior
         thereto in the Exchange Offer. The Exchange Offer shall be deemed to
         have been completed upon the Company having exchanged, pursuant to the
         Exchange Offer, 7 3/8% Senior Notes due 2005 (the "Exchange Notes") for
         all Initial Notes that have been properly 


                                       3
<PAGE>   5

         tendered and not withdrawn before the expiration of the Exchange
         Offer, which shall be on a date that is at least 30 days following the
         commencement of the Exchange Offer. The Exchange Offer will be deemed
         completed only if the Exchange Notes received by Holders (other than
         Restricted Holders) in the Exchange Offer for Initial Notes are, upon
         receipt, transferable by each such Holder without restriction imposed
         thereon by the Securities Act or the Exchange Act and without material
         restrictions imposed thereon by the blue sky or securities laws of a
         substantial majority of the States of the United States of America.

                  (b) If (i) the Company is not required to file the Exchange
         Offer Registration Statement or permitted to Consummate the Exchange
         Offer because the Exchange Offer is not permitted by applicable law or
         Commission policy or (ii) any Holder of Transfer Restricted Securities
         notifies the Company prior to the 20th day following Consummation of
         the Exchange Offer that (A) it is prohibited by law or Commission
         policy from participating in the Exchange Offer or (B) that it may not
         resell the Exchange Notes acquired by it in the Exchange Offer to the
         public without delivering a prospectus and the prospectus contained in
         the Exchange Offer Registration Offer is not appropriate or available
         for such resales or (C) that it is a broker-dealer and owns Notes
         acquired directly from the Company or an affiliate of the Company, then
         in addition to or in lieu of conducting the Exchange Offer contemplated
         by Section 2(a), the Company and the Guarantors shall file under the
         Securities Act as promptly as practicable a "shelf" registration
         statement (the "Shelf Registration") with the Commission on or prior to
         45 days after such filing obligation arises (such 45th day the "Shelf
         Deadline" and, together with the Exchange Deadline, the "Filing
         Deadline") and use its best efforts to cause the Shelf Registration to
         be declared effective by the Commission on or prior to 120 days after
         such obligation arises (such 120th day the "Shelf Effectiveness
         Deadline" and, together with the Exchange Effectiveness Deadline, the
         "Effectiveness Deadline") providing for the registration of, and the
         sale on a continuous or delayed basis by any such Holder of, all of the
         Transfer Restricted Securities held by such Holder, pursuant to Rule
         415 or any similar rule that may be adopted by the Commission. The
         Company and the Guarantors agree to use their respective reasonable
         best efforts to cause the Shelf Registration to become or be declared
         effective and to keep such Shelf Registration continuously effective
         for a period (the "Effectiveness Period") ending on the earlier of (i)
         the second anniversary of the Closing Date or (ii) such time as there
         are no longer any Transfer Restricted Securities outstanding. The
         Company and the Guarantors further agree to supplement or make
         amendments to the Shelf Registration during the Effectiveness Period,
         as and when required by the rules, regulations or instructions
         applicable to the registration form used for such Shelf Registration or
         by the Securities Act or rules and regulations thereunder for shelf
         registration, and the Company and the Guarantors agree to furnish to
         the Holders of the Transfer Restricted Securities copies of any such
         supplement or amendment prior to its being used or promptly following
         its filing with the Commission. Notwithstanding the foregoing, if the
         Board of Directors of the Company determines in good faith that it is
         in the best interests of the Company not to disclose the existence of
         or facts surrounding any proposed or pending material corporate
         transaction involving the Company, the Company may allow the Shelf
         Registration to fail to be effective and usable as a result of such
         nondisclosure for up to 60 days during the two year period of
         effectiveness required by Section 2 hereof, but in no event for any
         period in excess of 30 consecutive days.


                                       4
<PAGE>   6

                  (c) If (i) any Registration Statement required by this
         Agreement is not filed with the Commission on or prior to the
         applicable Filing Deadline, (ii) any such Registration Statement has
         not been declared effective by the Commission on or prior to the
         applicable Effectiveness Deadline, (iii) the Exchange Offer has not
         been Consummated within 30 business days of the Exchange Effectiveness
         Deadline (the "Consummation Deadline") or (iv) except as provided in
         the last sentence of paragraph (b) of this Section, any Registration
         Statement required by this Agreement is filed and declared effective
         but shall thereafter cease to be effective or fail to be usable for its
         intended purpose without being succeeded immediately by a
         post-effective amendment to such Registration Statement that cures such
         failure and that is itself declared effective within 5 days of filing
         such post-effective amendment to such Registration Statement (each such
         event referred to in clauses (i) through (iv), a "Registration
         Default"), then the Company and the Guarantors hereby jointly and
         severally agree to pay to each Holder of Transfer Restricted Securities
         affected thereby liquidated damages in an amount equal to $.05 per week
         per $1,000 in principal amount of Transfer Restricted Securities held
         by such Holder for each week or portion thereof that the Registration
         Default continues for the first 90-day period immediately following the
         occurrence of such Registration Default. The amount of the liquidated
         damages shall increase by an additional $.05 per week per $1,000 in
         principal amount of Transfer Restricted Securities with respect to each
         subsequent 90-day period until all Registration Defaults have been
         cured, up to a maximum amount of liquidated damages of $.50 per week
         per $1,000 in principal amount of Transfer Restricted Securities;
         provided that the Company and the Guarantors shall in no event be
         required to pay liquidated damages for more than one Registration
         Default at any given time. Notwithstanding anything to the contrary set
         forth herein, (1) upon filing of the Exchange Offer Registration
         Statement (and/or, if applicable, the Shelf Registration), in the case
         of (i) above, (2) upon the effectiveness of the Exchange Offer
         Registration Statement (and/or, if applicable, the Shelf Registration),
         in the case of (ii) above, (3) upon Consummation of the Exchange Offer,
         in the case of (iii) above, (4) upon the filing of a post-effective
         amendment to the Registration Statement or an additional Registration
         Statement that causes the Exchange Offer Registration Statement
         (and/or, if applicable, the Shelf Registration) to again be declared
         effective or made usable, in the case of (iv) above, or (5) if sooner,
         upon the first date on which no Transfer Restricted Securities are
         outstanding in the case of clauses (i) - (iv) above, the liquidated
         damages payable with respect to the Transfer Restricted Securities as a
         result of such clause (i), (ii), (iii) or (iv), as applicable, shall
         cease.

                  All accrued liquidated damages shall be paid to the Holders
         entitled thereto, in the manner provided for the payment of interest in
         the Indenture, on each Interest Payment Date, as more fully set forth
         in the Indenture and the Notes. Notwithstanding the fact that any
         securities for which liquidated damages are due cease to be Transfer
         Restricted Securities, all obligations of the Company and the
         Guarantors to pay liquidated damages with respect to securities shall
         survive until such time as such obligations with respect to such
         securities shall have been satisfied in full.

         3.       Registration Procedures.

         The following provisions shall apply to registration statements filed
pursuant to Section 2:


                                       5
<PAGE>   7

                  (a) At or before the Effective Time of the Exchange Offer or
         the Shelf Registration, as the case may be, the Company and the
         Guarantors shall qualify the Indenture under the Trust Indenture Act.

                  (b) In connection with the Company's obligations with respect
         to the Shelf Registration, if applicable, the Company and the
         Guarantors shall, as soon as reasonably practicable (or as otherwise
         specified herein):

                           (i) prepare and file with the Commission a
                  registration statement with respect to the Shelf Registration
                  on any form which may be utilized by the Company and the
                  Guarantors and which shall permit the disposition of the
                  Transfer Restricted Securities in accordance with the intended
                  method or methods thereof, as specified in writing by the
                  Holders of the Transfer Restricted Securities, and use their
                  respective reasonable best efforts to cause such registration
                  statement to become effective as soon as practicable
                  thereafter;

                           (ii) prepare and file with the Commission such
                  amendments and supplements to such registration statement and
                  the prospectus included therein as may be necessary to effect
                  and maintain the effectiveness of such registration statement
                  for the period specified in Section 2(b) and as may be
                  required by the applicable rules and regulations of the
                  Commission and the instructions applicable to the form of such
                  registration statement, and furnish to the Holders of the
                  Transfer Restricted Securities copies of any such supplement
                  or amendment simultaneously with or prior to its being used or
                  filed with the Commission;

                           (iii) comply in all material respects, as to all
                  matters within the Company's and the Guarantors' control, with
                  the provisions of the Securities Act with respect to the
                  disposition of all of the Transfer Restricted Securities
                  covered by such registration statement in accordance with the
                  intended methods of disposition by the Holders thereof
                  provided for in such registration statement;

                           (iv) permit any of (A) the Holders of the Transfer
                  Restricted Securities to be included in such registration
                  statement, (B) the underwriters (which term, for purposes of
                  this Agreement, shall include a person deemed to be an
                  underwriter within the meaning of Section 2(11) of the
                  Securities Act), if any, thereof, (C) the sales or placement
                  agent, if any, therefor, (D) counsel for such underwriters or
                  agent and (E) not more than one counsel for all the Holders of
                  such Transfer Restricted Securities who so request of the
                  Company and the Guarantors in writing to participate in the
                  preparation of such registration statement, each prospectus
                  included therein or filed with the Commission and each
                  amendment or supplement thereto;

                           (v) for a reasonable period prior to the filing of
                  such registration statement, and throughout the Resale Period,
                  make available at reasonable times at the Company's principal
                  place of business or such other reasonable place for
                  inspection by the persons referred to in Section 3(b)(iv), who
                  shall certify to the Company and the Guarantors that they have
                  a current intention to sell their Transfer Restricted
                  Securities pursuant to the 


                                       6
<PAGE>   8

                  Shelf Registration, such financial and other information and
                  books and records of the Company and the Guarantors, and
                  cause the officers, employees, counsel and independent
                  certified public accountants of the Company and the
                  Guarantors to respond to such inquiries, as shall be
                  reasonably necessary, in the judgment of the respective
                  counsel referred to in such Section, to conduct a reasonable
                  investigation within the meaning of Section 11 of the
                  Securities Act; provided, however, that each such party
                  shall be required to maintain in confidence and not to
                  disclose to any other person any information or records
                  concerning the Company or the Guarantors until such time as
                  (A) such information becomes a matter of public record
                  (whether by virtue of its inclusion in such registration
                  statement or otherwise), or (B) such person shall be
                  required so to disclose such information pursuant to a
                  subpoena or order of any court or other governmental agency
                  or body having jurisdiction over the matter (subject to the
                  requirements of such order, and only after such person shall
                  have given the Company and the Guarantors prompt prior
                  written notice of such requirement and the opportunity to
                  contest the same or seek an appropriate protective order),
                  or (C) such information is required to be set forth in such
                  registration statement or the prospectus included therein or
                  in an amendment to such registration statement or an
                  amendment or supplement to such prospectus in order that
                  such registration statement, prospectus, amendment or
                  supplement, as the case may be, does not contain an untrue
                  statement of a material fact or omit to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading;

                           (vi) promptly notify the selling Holders of Transfer
                  Restricted Securities, the sales or placement agent, if any,
                  therefor and the managing underwriter or underwriters, if any,
                  thereof named in the Shelf Registration or a supplement
                  thereto, and confirm such notice in writing, (A) when such
                  registration statement or the prospectus included therein or
                  any prospectus amendment or supplement or post-effective
                  amendment has been filed, and, with respect to such
                  registration statement or any post-effective amendment, when
                  the same has become effective, (B) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such registration statement or the initiation or written
                  threat of any proceedings for that purpose, (C) of the receipt
                  by the Company or the Guarantors of any notification with
                  respect to the suspension of the qualification of the Transfer
                  Restricted Securities for sale in any jurisdiction or the
                  initiation or written threat of any proceeding for such
                  purpose, or (D) at any time when a prospectus is required to
                  be delivered under the Securities Act, that such registration
                  statement, prospectus, prospectus amendment or supplement or
                  post-effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder;

                           (vii) use their reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  registration statement or any post-effective amendment thereto
                  at the earliest practicable date;


                                       7
<PAGE>   9

                           (viii) if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Holder of
                  Transfer Restricted Securities, promptly incorporate in a
                  prospectus supplement or post-effective amendment such
                  information as is required by the applicable rules and
                  regulations of the Commission relating to the terms of the
                  sale of such Transfer Restricted Securities, including
                  information with respect to the principal amount of Transfer
                  Restricted Securities being sold by such Holder or agent or to
                  any underwriters, the name and description of such Holder,
                  agent or underwriter, the offering price of such Transfer
                  Restricted Securities and any discount, commission or other
                  compensation payable in respect thereof, the purchase price
                  being paid therefor by such underwriters and with respect to
                  any other terms of the offering of the Transfer Restricted
                  Securities to be sold by such Holder or agent or to such
                  underwriters; and make all required filings of such prospectus
                  supplement or post-effective amendment promptly after
                  notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

                           (ix) furnish to each Holder of Transfer Restricted
                  Securities, each placement or sales agent, if any, therefor,
                  each underwriter, if any, thereof and the respective counsel
                  referred to in Section 3(b)(iv) an executed (or conformed)
                  copy of such registration statement, each such amendment or
                  supplement thereto (in each case including all exhibits
                  thereto) and such number of copies of such registration
                  statement (excluding exhibits thereto) and of the prospectus
                  included in such registration statement (including each
                  preliminary prospectus and any summary prospectus), in
                  conformity in all material respects with the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder;
                  and the Company and the Guarantors hereby consent to the use
                  of such prospectus (including any such preliminary or summary
                  prospectus) and any amendment or supplement thereto by each
                  such Holder and by any such agent and underwriter, in each
                  case, in the form most recently provided to such person by the
                  Company or the Guarantors in connection with the offering and
                  sale of the Transfer Restricted Securities covered by the
                  prospectus (including any such preliminary or summary
                  prospectus) or any supplement or amendment thereto; and

                           (x) use their respective reasonable best efforts to
                  (A) register or qualify the Transfer Restricted Securities to
                  be included in such registration statement under such
                  securities laws or blue sky laws of such United States
                  jurisdictions as any Holder of such Transfer Restricted
                  Securities and each placement or sales agent, if any, therefor
                  and underwriter, if any, thereof shall reasonably request, and
                  (B) keep such registrations or qualifications in effect and
                  comply with such laws so as to permit the continuance of
                  offers, sales and dealings therein in such jurisdictions
                  during the period the Shelf Registration is required to remain
                  effective under Section 2(b) and for so long as may be
                  necessary to enable any such Holder, agent or underwriter to
                  complete its distribution of Transfer Restricted Securities
                  pursuant to such registration statement but in any event not
                  later than the date through which the Company and the
                  Guarantors are required to keep the Shelf Registration
                  effective pursuant to Section 2(b); provided, however, that
                  the Company shall not be required for any such purpose to (1)
                  qualify as a foreign corporation 


                                       8
<PAGE>   10

                  in any jurisdiction wherein it would not otherwise be
                  required to qualify but for the requirements of this Section
                  3(b)(x), (2) consent to general service of process in any
                  such jurisdiction or (3) make any changes to its certificate
                  of incorporation or by-laws or any agreement between it and
                  its stockholders.

         In case any of the foregoing obligations is dependent upon information
provided or to be provided by a party other than the Company or the Guarantors,
such obligation shall be subject to the provision of such information by such
party; provided that the Company and the Guarantors shall use their respective
reasonable best efforts to obtain the necessary information from any party
responsible for providing such information.

                  (c) In the event that the Company would be required, pursuant
         to Section 3(b)(vi)(D), to notify the selling Holders of Transfer
         Restricted Securities, the placement or sales agent, if any, therefor
         or the managing underwriters, if any, thereof named in the Shelf
         Registration or a supplement thereto of the existence of the
         circumstances described therein, the Company and the Guarantors shall
         promptly prepare and furnish to each such Holder, to each placement or
         sales agent, if any, and to each such underwriter, if any, a reasonable
         number of copies of a prospectus supplemented or amended so that, as
         thereafter delivered to purchasers of Transfer Restricted Securities,
         such prospectus shall conform in all material respects to the
         applicable requirements of the Securities Act and the Trust Indenture
         Act and the rules and regulations of the Commission thereunder. Each
         Holder of Transfer Restricted Securities agrees that upon receipt of
         any notice from the Company or the Guarantors, pursuant to Section
         3(b)(vi)(D), such Holder shall forthwith discontinue (and cause any
         placement or sales agent or underwriters acting on their behalf to
         discontinue) the disposition of Transfer Restricted Securities pursuant
         to the registration statement applicable to such Transfer Restricted
         Securities until such Holder (i) shall have received copies of such
         amended or supplemented prospectus and, if so directed by the Company
         or the Guarantors, such Holder shall deliver to the Company (at the
         Company's expense) all copies, other than permanent file copies, then
         in such Holder's possession of the prospectus covering such Transfer
         Restricted Securities at the time of receipt of such notice or (ii)
         shall have received notice from the Company or the Guarantors that the
         disposition of Transfer Restricted Securities pursuant to the Shelf
         Registration may continue.

                  (d) The Company or the Guarantors may require each Holder of
         Transfer Restricted Securities as to which any registration pursuant to
         Section 2(b) is being effected to furnish to the Company or the
         Guarantors such information regarding such Holder and such Holder's
         intended method of distribution of such Transfer Restricted Securities
         as the Company or the Guarantors may from time to time reasonably
         request in writing, but only to the extent that such information is
         required in order to comply with the Securities Act. Each such Holder
         agrees to notify the Company or the Guarantors as promptly as
         practicable of any inaccuracy or change in information previously
         furnished by such Holder to the Company or the Guarantors or of the
         occurrence of any event in either case as a result of which any
         prospectus relating to such registration contains or would contain an
         untrue statement of a material fact regarding such Holder or such
         Holder's intended method of disposition of such Transfer 


                                       9
<PAGE>   11

         Restricted Securities or omits to state any material fact regarding
         such Holder or such Holder's intended method of disposition of such
         Transfer Restricted Securities required to be stated therein or
         necessary to make the statements therein not misleading, and promptly
         to furnish to the Company or the Guarantors any additional information
         required to correct and update any previously furnished information or
         required so that such prospectus shall not contain, with respect to
         such Holder or the disposition of such Transfer Restricted Securities,
         an untrue statement of a material fact or omit to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading. 

                  (e) Until the expiration of two years after the Closing Date,
         the Company will not, and will not permit any of its "affiliates" (as
         defined in Rule 144) to, resell any of the Initial Notes that have been
         reacquired by any of them except pursuant to an effective registration
         statement under the Securities Act.

                  (f) In connection with the Company's and the Guarantors'
         obligations with respect to the registration of Exchange Notes as
         contemplated by Section 2(a) (the "Exchange Registration"), if
         applicable, the Company and the Guarantors shall, as soon as reasonably
         practicable (or as otherwise specified):

                           (i) prepare and file with the Commission such
                  amendments and supplements to the Exchange Offer Registration
                  Statement and the prospectus included therein as may be
                  necessary to effect and maintain the effectiveness thereof for
                  the periods and purposes contemplated in Section 2(a) and as
                  may be required by the applicable rules and regulations of the
                  Commission and the instructions applicable to the form of the
                  Exchange Offer Registration Statement, and promptly provide
                  each broker-dealer holding Exchange Notes with such number of
                  copies of the prospectus included therein (as then amended or
                  supplemented), in conformity in all material respects with the
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder, as
                  such broker-dealer reasonably may request for use in
                  connection with resales of Exchange Notes;

                           (ii) for a period of 120 days from the date on which
                  the Exchange Offer Registration Statement is declared
                  effective (the "120 Day Period"), promptly notify each
                  broker-dealer that has requested or received copies of the
                  prospectus included in the Exchange Offer Registration
                  Statement, and confirm such advice in writing, (A) when any
                  prospectus amendment or supplement or post-effective amendment
                  to the Exchange Offer Registration Statement has been filed,
                  and, with respect to any post-effective amendment to the
                  Exchange Offer Registration Statement, when the same has
                  become effective, (B) of the issuance by the Commission of any
                  stop order suspending the effectiveness of the Exchange Offer
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (C) of the receipt by the
                  Company of any notification with respect to the suspension of
                  the qualification of the Exchange Notes for sale in any United
                  States jurisdiction or the initiation or threatening in
                  writing of any proceeding for such purpose, or (D) at any time
                  when a prospectus is required to be delivered under the
                  Securities Act, that the Exchange Offer Registration
                  Statement, prospectus, prospectus amendment or supplement or
                  post-effective amendment does not conform in all material
                  respects to the 


                                       10
<PAGE>   12

                  applicable requirements of the Securities Act and the Trust 
                  Indenture Act and the rules and regulations of the Commission
                  thereunder;

                           (iii) in the event that the Company or the Guarantors
                  would be required, pursuant to Section 3(f)(ii)(D), to notify
                  any broker-dealers holding Exchange Notes, promptly prepare
                  and furnish to each such Holder a reasonable number of copies
                  of a prospectus supplemented or amended so that, as thereafter
                  delivered to purchasers of such Exchange Notes, such
                  prospectus shall conform in all material respects to the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder or notify such broker-dealers that the offer and
                  sale of Exchange Notes pursuant to the Exchange Offer
                  Registration Statement may continue;

                           (iv) use their respective reasonable best efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of the Exchange Offer Registration Statement or
                  any post-effective amendment thereto at the earliest
                  practicable date;

                           (v) use their respective reasonable best efforts to
                  register or qualify the Exchange Notes under the securities
                  laws or blue sky laws of such jurisdictions as are
                  contemplated by Section 2(a) no later than the commencement of
                  the Exchange Offer, provided, however, that the Company shall
                  not be required for any such purpose to (1) qualify as a
                  foreign corporation in any jurisdiction wherein it would not
                  otherwise be required to qualify but for the requirements of
                  this Section 3(f)(v), (2) consent to general service of
                  process in any such jurisdiction or (3) make any changes to
                  its certificate of incorporation or by-laws or any agreement
                  between it and its stockholders; and

                           (vi) make generally available to its security Holders
                  as soon as practicable but no later than eighteen months after
                  the effective date of such registration statement, an earning
                  statement of the Company, the Guarantors and their
                  subsidiaries complying with Section 1(a) of the Securities
                  Act (including, at the option of the Company, Rule 158
                  thereunder).

                  In case any of the foregoing obligations is dependent upon
         information provided or to be provided by a party other than the
         Company or the Guarantors, such obligation shall be subject to the
         provision of such information; provided that the Company or the
         Guarantors shall use their respective reasonable best efforts to obtain
         the necessary information from any party responsible for providing such
         information.

         4.       Registration Expenses.

         The Company and the Guarantors agree to bear and to pay or cause to be
paid promptly upon request being made therefor all expenses incident to the
Company's or the Guarantors' performance of or compliance with this Agreement,
including (a) all Commission and any National Association of Securities Dealers
registration and filing fees and expenses, (b) all filing fees and expenses in
connection with the qualification of the Initial Notes or Exchange Notes for
offering and sale under the state securities and blue 


                                       11
<PAGE>   13

sky laws referred to in Section 3(b)(x) and Section 3(f)(v) hereof, (c) all
expenses relating to the preparation, printing, distribution and reproduction of
each registration statement required to be filed hereunder, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the certificates representing the Exchange Notes
and all other documents relating hereto, (d) fees and expenses of the Trustee
under the Indenture, and of any escrow agent or custodian, (e) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (f) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any Holder of Transfer Restricted
Securities or any placement or sales agent therefor or underwriter thereof, the
Company and the Guarantors shall reimburse such person for the full amount of
the Registration Expenses so incurred, assumed or paid promptly after receipt of
a documented request therefor. Notwithstanding the foregoing, the Holders of the
Transfer Restricted Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Transfer Restricted Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such Holders (severally or
jointly), other than the counsel and experts specifically referred to above.

         5.       Indemnification.

                  (a) Indemnification by the Company and the Guarantors. In
         connection with a Shelf Registration, the Company and the Guarantors
         shall, and they hereby, jointly and severally, agree to, indemnify and
         hold harmless each of the Holders of Transfer Restricted Securities,
         included in such Shelf Registration, and each person who is named in
         such Shelf Registration or a supplement thereto as a placement or sales
         agent or as an underwriter in any offering or sale of such Transfer
         Restricted Securities and each person who controls any such person
         (each, a "Participant") within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act, from and against any and all losses,
         liabilities, claims, damages and expenses whatsoever, to which they or
         any of them may become subject under the Act, the Exchange Act or
         otherwise, insofar as such losses, liabilities, claims, damages or
         expenses (or actions in respect thereof) arise out of or are based upon
         any untrue statement or alleged untrue statement of a material fact
         contained in the Shelf Registration, or in any supplement thereto or
         amendment thereof, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; provided,
         however, that the Company and the Guarantors will not be liable in any
         such case to the extent, but only to the extent, that any such loss,
         liability, claim, damage or expense arises out of or is based upon any
         such untrue statement or alleged untrue statement or omission or
         alleged omission made therein in reliance upon and in conformity with
         information relating to any Participants furnished to the Company in
         writing by or on behalf of such Participant expressly for use therein.
         This indemnity will be in addition to any liability which the Company
         and the Guarantors may otherwise have, including under this Agreement.

                  (b) Promptly after receipt by an indemnified party under
         subsection (a) or (b) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         each party against whom indemnification is to be sought in writing of
         the commencement thereof (but the 


                                       12
<PAGE>   14

         failure so to notify an indemnifying party shall not relieve it from
         any liability which it may have under this Section 6 except to the
         extent that it has been prejudiced in any material respect by such
         failure). In case any such action is brought against any indemnified
         party, and it notifies an indemnifying party of the commencement
         thereof, the indemnifying party will be entitled to participate
         therein, and to the extent it may elect by written notice delivered to
         the indemnified party promptly after receiving the aforesaid notice
         from such indemnified party, to assume the defense thereof with
         counsel reasonably satisfactory to such indemnified party.
         Notwithstanding the foregoing, the indemnified party or parties shall
         have the right to employ its or their own counsel in any such case,
         but the fees and expenses of such counsel shall be at the expense of
         such indemnified party or parties unless (i) the employment of such
         counsel shall have been authorized in writing by the indemnifying
         parties in connection with the defense of such action, (ii) the
         indemnifying parties shall not have employed counsel to take charge of
         the defense of such action within a reasonable time after notice of
         commencement of the action, or (iii) such indemnified party or parties
         shall have reasonably concluded that there may be defenses available
         to it or them which are different from or additional to those
         available to one or all of the indemnifying parties (in which case the
         indemnifying party or parties shall not have the right to direct the
         defense of such action on behalf of the indemnified party or parties),
         in any of which events such fees and expenses of counsel shall be
         borne by the indemnifying parties; provided, however, that the
         indemnifying party under subsection (a) or (b) above shall only be
         liable for the legal expenses of one counsel (in addition to any local
         counsel) for all indemnified parties in each jurisdiction in which any
         claim or action is brought. Anything in this subsection to the
         contrary notwithstanding, an indemnifying party shall not be liable
         for any settlement of any claim or action effected without its prior
         written consent, provided that such consent was not unreasonably
         withheld.

                  (c) Contribution. In order to provide for contribution in
         circumstances in which the indemnification provided for in Section 6(a)
         is for any reason held to be unavailable from the indemnifying party or
         is insufficient to hold harmless a party indemnified thereunder, the
         Company and the Guarantors, on the one hand, and each Participant, on
         the other hand, shall contribute to the aggregate losses, claims,
         damages, liabilities and expenses of the nature contemplated by such
         indemnification provision (including any reasonable investigation,
         legal and other expenses incurred in connection with, and any amount
         paid in settlement of, any action, suit or proceeding or any claims
         asserted, but after deducting in the case of losses, claims, damages,
         liabilities and expenses suffered by the Company and the Guarantors,
         any contribution received by the Company and the Guarantors from
         persons, other than the Participants, who may also be liable for
         contribution, including persons who control the Company and the
         Guarantors within the meaning of Section 15 of the Act or Section 20(a)
         of the Exchange Act) to which the Company, the Guarantors and the
         Participants may be subject, in such proportion as is appropriate to
         reflect the relative benefits received by the Company and the
         Guarantors, on one hand, and such Participant, on the other hand, from
         the offering of the Initial Notes or, if such allocation is not
         permitted by applicable law, in such proportion as is appropriate to
         reflect not only the relative benefits referred to above but also the
         relative fault of the Company and the Guarantors, on one hand, and each
         Participant, on the other hand, in connection with the statements or
         omissions which resulted in such losses, claims, damages, liabilities
         or expenses, as well as any other relevant equitable considerations.
         The relative fault of the Company and the Guarantors, on one hand, and
         of each 


                                       13
<PAGE>   15


         Participant, on the other hand, shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information supplied by the Company, the Guarantors or
         such Participant and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company, the Guarantors and the Participants agree that
         it would not be just and equitable if contribution pursuant to this
         Section 6(b) were determined by pro rata allocation or by any other
         method of allocation which does not take into account the equitable
         considerations referred to above. Notwithstanding the provisions of
         this Section 6(b), (i) in no case shall any of the Participant required
         to contribute any amount in excess of the amount by which the dollar
         amount of the proceeds received by such Participant from the sale of
         any Transfer Restricted Securities exceeds the amount of any damages
         which such Participant has otherwise been required to pay by reason of
         such untrue or alleged untrue statement or omission or alleged
         omission, and no underwriter shall be required to contribute any amount
         in excess of the amount by which the discounts and commissions in
         respect of the Transfer Restricted Securities underwritten by it and
         distributed to the public exceeds the amount of any damages which such
         underwriter has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission, (ii) no
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation. For
         purposes of this Section 6(b), (A) each person, if any, who controls
         any of the Participants within the meaning of Section 15 of the Act or
         Section 20(a) of the Exchange Act and (B) the respective officers,
         directors, partners, employees, representatives and agents of each of
         the Participants or any controlling person shall have the same rights
         to contribution as the Participants, and (X) each person, if any, who
         controls any of the Company and the Guarantors within the meaning of
         Section 15 of the Act or Section 20(a) of the Exchange Act and (Y) the
         respective officers, directors, partners, employees, representatives
         and agents of the Company and the Guarantors shall have the same rights
         to contribution as the Company and the Guarantors, subject in each case
         to clauses (i) and (ii) of this Section 6(b).

         6. Rule 144.

         The Company and the Guarantors covenant to the Holder of Transfer
Restricted Securities that the Company and the Guarantors shall use their
respective reasonable best efforts to timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports
under Section 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(l) of Rule 144) and the rules and regulations adopted by the Commission
thereunder, all to the extent required from time to time to enable such Holder
to sell Transfer Restricted Securities without registration under the Securities
Act within the limitations of the safe harbor provided by Rule 144, as such Rule
144 may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission.

         7. Remedies.

         The Company and the Guarantors agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of Section 2 of this 


                                       14
<PAGE>   16

Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

         8.       Miscellaneous.

                  (a) No Inconsistent Agreements. The Company and the Guarantors
         represent, warrant, covenant and agree that they have not granted, and
         shall not grant, registration rights with respect to Transfer
         Restricted Securities which would be inconsistent with the terms
         contained in this Agreement.

                  (b) Notices. All notices, requests, demands, waivers and other
         communications required or permitted to be given under this Agreement
         shall be in writing and shall be deemed to have been duly given if (a)
         delivered personally, (b) mailed, certified or registered mail with
         postage prepaid, (c) sent by next-day or overnight mail or delivery or
         (d) sent by telecopy or telegram, as follows:

                           (i)      If to the Initial Purchasers:

                                    Bear Stearns & Co. Inc.
                                    245 Park Avenue
                                    New York, New York 10167
                                    Telecopy No.:  (212) 272-3092

                                    with a copy to:

                                    Latham & Watkins
                                    885 Third Avenue
                                    New York, New York 10022
                                    Telecopy No.:  (212) 751-4864
                                    Attention: Roger H. Kimmel, Esq.

                           (ii)     If to the Company and the Guarantors, at:

                                    Protection One Alarm Monitoring, Inc.
                                    6225 North Highway 161
                                    Suite 400
                                    Irving, Texas 75038
                                    Telecopy No.:  (972) 916-6156
                                    Attention:  General Counsel

                                    with a copy to:

                                    Weil, Gotshal & Manges LLP
                                    100 Crescent Court, Suite 1300
                                    Dallas, Texas 75201


                                       15
<PAGE>   17

                                    Telecopy No.: (214) 746-7777
                                    Attention:  Jeremy W. Dickens, Esq.

         or, in each case, at such other address as may be specified in writing
         to the other parties hereto.

                  (c) Parties in Interest. All the terms and provisions of this
         Agreement shall be binding upon, shall inure to the benefit of and
         shall be enforceable by the respective successors and assigns of the
         parties hereto. In the event that any transferee of any Holder of
         Transfer Restricted Securities shall acquire Transfer Restricted
         Securities, in any manner, whether by gift, bequest, purchase,
         operation of law or otherwise, such transferee shall, without any
         further writing or action of any kind, be deemed a party hereto for all
         purposes and such Transfer Restricted Securities shall be held subject
         to all of the terms of this Agreement, and by taking and holding such
         Transfer Restricted Securities such transferee shall be entitled to
         receive the benefits of, and be conclusively deemed to have agreed to
         be bound by and to perform, all of the applicable terms and provisions
         of this Agreement.

                  (d) Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Agreement or made pursuant hereto shall remain in full force and effect
         regardless of any investigation (or statement as to the results
         thereof) made by or on behalf of the Company or the Guarantors, any
         officer, director or agent of the Company or the Guarantors, any Holder
         of Transfer Restricted Securities, any director, officer or partner of
         such Holder, any agent or underwriter or any director, officer or
         partner thereof, or any controlling person of any of the foregoing, and
         shall survive delivery of and payment for the Transfer Restricted
         Securities pursuant to the Purchase Agreement and the transfer and
         registration of Transfer Restricted Securities by such Holder and the
         consummation of an Exchange Offer.

                  (e) LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK.

                  (f) Headings. The descriptive headings of the several Sections
         and paragraphs of this Agreement are inserted for convenience only, do
         not constitute a part of this Agreement and shall not affect in any way
         the meaning or interpretation of this Agreement.

                  (g) Entire Agreement; Amendments. This Agreement and the other
         writings referred to herein (including the Indenture) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Agreement supersedes all prior agreements and understandings between
         the parties with respect to its subject matter. This Agreement may be
         amended and the observance of any term of this Agreement may be waived
         (either generally or in a particular instance and either retroactively
         or prospectively) only by a written instrument duly executed by the
         Company, the Guarantors and the Holders of at least a majority in
         aggregate principal amount of the Transfer Restricted Securities at the
         time outstanding. Each Holder of any Transfer Restricted Securities at
         the time or thereafter outstanding shall be bound by any amendment or
         waiver effected pursuant to this Section 8(g), 


                                       16
<PAGE>   18

         whether or not any notice, writing or marking indicating such amendment
         or waiver appears on such Transfer Restricted Securities or is
         delivered to such Holder.

                  (h) Inspection. For so long as this Agreement shall be in
         effect, this Agreement and a complete list of the names and addresses
         of all the Holders of Transfer Restricted Securities shall be made
         available for inspection and copying on any business day by any Holder
         of Transfer Restricted Securities for proper purposes only (which shall
         include any purpose related to the rights of the Holders of Transfer
         Restricted Securities under the Securities, the Indenture and this
         Agreement) at the offices of the Company at the address thereof set
         forth in Section 8(b) above, or at the office of the Trustee under the
         Indenture.

                  (i) Counterparts. This Agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

                            [signature page follows]


                                       17
<PAGE>   19


Agreed to and accepted as of the date referred to above.

                                   PROTECTION ONE ALARM MONITORING, INC

                                   By: /s/ JOHN W. HESSE
                                       -------------------------------
                                       Name: John W. Hesse
                                       Title: Chief Financial Officer, Vice
                                              President and Secretary



                                   PROTECTION ONE, INC.



                                   By: /s/ JOHN W. HESSE
                                       -------------------------------
                                       Name: John W. Hesse
                                       Title: Chief Financial Officer, Vice
                                              President and Secretary  



                                   WESTAR SECURITY, INC.



                                   By: /s/ JOHN W. HESSE
                                       -------------------------------
                                       Name: John W. Hesse
                                       Title: Secretary and Treasurer




                                   WESTSEC, INC.



                                   By: /s/ JOHN W. HESSE    
                                       -------------------------------
                                       Name: John W. Hesse
                                       Title: Secretary and Treasurer



                                   
<PAGE>   20




The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.



                                           BEAR, STEARNS & CO. INC.


                                         By: /s/ TIMOTHY O'NEIL
                                            -----------------------------------
                                            Name: Timothy O'Neil
                                            Title: Senior Managing Director


                                         LEHMAN BROTHERS INC.


                                         By: /s/ C. VAN SCHELTINGER
                                            -----------------------------------
                                            Name: C. Van Scheltinger
                                            Title: Senior Vice President


                                         MORGAN STANLEY & CO. INCORPORATED


                                         By: /s/ MARK BRADLEY
                                            -----------------------------------
                                            Name: Mark Bradley
                                            Title: Principal


                                         SALOMON BROTHERS INC


                                         By: /s/ ARTHUR H. TILDESLEY, JR.
                                            -----------------------------------
                                            Name: Arthur H. Tildesley, Jr.
                                            Title: Managing Director