________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
                          PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                      AND
                                  STATEMENT ON
                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            ------------------------

                              PITTWAY CORPORATION
                           (NAME OF SUBJECT COMPANY)

                            HII-2 ACQUISITION CORP.
                          HONEYWELL INTERNATIONAL INC.
                                   (BIDDERS)
                            ------------------------

                         COMMON STOCK, $1.00 PAR VALUE
                         CLASS A STOCK, $1.00 PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)

                                  725790 10 9
                                  725790 20 8
                    (CUSIP NUMBERS OF CLASSES OF SECURITIES)
                            ------------------------

                            PETER M. KREINDLER, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                          HONEYWELL INTERNATIONAL INC.
                               101 COLUMBIA ROAD
                       MORRIS TOWNSHIP, NEW JERSEY 07962
                           TELEPHONE: (973) 455-2000
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
                NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)

                                    COPY TO:
                            DAVID J. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                           TELEPHONE: (212) 735-3000
                            ------------------------

                           CALCULATION OF FILING FEE

                                             
    Transaction Valuation:* $2,054,435,975           Amount of Filing Fee:** $410,887.20

 * Estimated for purpose of calculating the filing fee only. The calculation
   assumes the purchase of 7,877,664 shares of Common Stock of the par value of
   $1.00 per share, and 37,274,775 shares of Class A Stock of the par value of
   $1.00 per share, of Pittway Corporation (the 'Company'), at a price per Share
   of $45.50 in cash. Such number of Shares represents all the Shares
   outstanding as of December 1, 1999, and assumes the exercise of all existing
   options to acquire Shares from the Company which may be issued on or prior to
   June 30, 2000.

** The amount of the filing fee, calculated in accordance with rule 0-11(d) of
   the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
   of the aggregate value of cash offered by HII-2 Acquisition Corp. for such
   number of Shares.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

                                            
Amount Previously Paid: Not Applicable         Filing Party: Not Applicable
   Form or Registration No.: Not Applicable    Date Filed: Not Applicable

________________________________________________________________________________

                                                                  
COMMON STOCK CUSIP NO. 725790 10 9
     1      NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
            Honeywell International Inc.
            IRS ID No.: 22-2640650
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                     (a) [ ]
                                                                                                  (b) [ ]
    3.      SEC USE ONLY
    4.      SOURCE OF FUNDS*
            WC
    5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
            TO ITEMS 2(d) or 2(e)                                                                     [ ]
    6.      CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware
       NUMBER OF
         SHARES              7.      SOLE VOTING POWER                                             0
      BENEFICIALLY           8.      SHARED VOTING POWER                                           4,165,978
        OWNED BY             9.      SOLE DISPOSITIVE POWER                                        0
          EACH              10.      SHARED DISPOSITIVE POWER                                      4,165,978
       REPORTING
      PERSON WITH
   11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            4,165,978
   12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                                            [ ]
   13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            52.9%
   14.      TYPE OF REPORTING PERSON
            CO

* On December 20, 1999, Honeywell International Inc., a Delaware corporation
  ('Parent'), and HII-2 Acquisition Corp., a Delaware corporation and a wholly
  owned subsidiary of Parent ('Purchaser'), entered into a Stockholders
  Agreement (the 'Stockholders Agreement') with members of the Harris Family
  (collectively, the 'Harris Family Stockholders'), pursuant to which the Harris
  Family Stockholders, among other things, agreed to tender, in accordance with
  the terms of the Offer, all shares of Common Stock of the par value of $1.00
  per share, and Class A Stock of the par value of $1.00 per share (the
  'Class A Stock', and, together with the Common Stock, the 'Shares'), of
  Pittway Corporation, a Delaware corporation (the 'Company'), beneficially
  owned by them other than up to an aggregate of approximately 428,000 shares
  which are reserved for charitable contributions. In addition, pursuant to the
  Stockholders Agreement, the Harris Family Stockholders granted to Parent an
  option to purchase all such Shares under certain circumstances after the
  initial expiration date of the Offer. The Shares reflected above are all
  Shares beneficially owned by the Harris Family Stockholders. Parent and
  Purchaser disclaim beneficial ownership of such Shares. The Stockholders
  Agreement is described more fully in Section 11 of the Offer to Purchase,
  dated December 23, 1999.

                                       2

                                                                                                 
CLASS A STOCK CUSIP NO. 725790 20 8
    1.      NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
            Honeywell International Inc.
            IRS ID No.: 22-2640650
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                      (a) [ ]
                                                                                                   (b) [ ]
    3.      SEC USE ONLY
    4.      SOURCE OF FUNDS*
            WC
    5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
            TO ITEMS 2(d) or 2(e)                                                                      [ ]
    6.      CITIZENSHIP OR PLACE OF ORGANIZATION
            Delaware
       NUMBER OF
         SHARES              7.      SOLE VOTING POWER                                             0
      BENEFICIALLY           8.      SHARED VOTING POWER                                           6,413,321
        OWNED BY             9.      SOLE DISPOSITIVE POWER                                        0
          EACH              10.      SHARED DISPOSITIVE POWER                                      6,413,321
       REPORTING
      PERSON WITH
   11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            6,413,321
   12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES           [ ]
   13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            18.4%
   14.      TYPE OF REPORTING PERSON
            CO

                         * SEE FOOTNOTE ON PRIOR PAGE.

                                       3

     This Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D
(the 'Schedule 14D-1/13D') relates to the offer by HII-2 Acquisition Corp., a
Delaware corporation ('Purchaser') and a wholly owned subsidiary of Honeywell
International Inc., a Delaware corporation ('Parent'), to purchase all
outstanding shares of Common Stock of the par value of $1.00 per share (the
'Common Stock'), and all outstanding shares of Class A Stock of the par value of
$1.00 per share (the 'Class A Stock', and together with the Common Stock, the
'Shares'), of Pittway Corporation, a Delaware corporation (the 'Company'), at a
purchase price of $45.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 23, 1999 (the 'Offer to Purchase'), a copy of which is
attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal (the
'Letter of Transmittal') (which, as amended or supplemented from time to time,
together constitute the 'Offer'), a copy of which is attached hereto as Exhibit
(a)(2).

ITEM 1. SECURITY AND SUBJECT COMPANY.

     (a) The name of the subject company is Pittway Corporation. The information
set forth in Section 8 ('Certain Information Concerning the Company') of the
Offer to Purchase is incorporated herein by reference.

     (b) The exact title of the class of equity securities being sought in the
Offer is Common Stock of the par value of $1.00 per share, and Class A Stock of
the par value of $1.00 per share, of the Company. The information set forth in
the Introduction of the Offer to Purchase is incorporated herein by reference.

     (c) The information set forth in Section 6 ('Price Range of Shares;
Dividends') of the Offer to Purchase is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

     (a) - (d) and (g) This Statement is filed by Purchaser and Parent. The
information set forth in Section 9 ('Certain Information Concerning Parent and
Purchaser') of the Offer to Purchase and in Schedule I thereto is incorporated
herein by reference.

     (e) and (f) During the last five years, neither Purchaser nor Parent and,
to the best knowledge of Purchaser or Parent, none of the persons listed in
Schedule I to the Offer to Purchase, have (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

     (a) and (b) The information set forth in Section 9 ('Certain Information
Concerning Parent and Purchaser') and Section 11 ('Background of the Offer;
Purpose of the Offer and the Merger; the Merger Agreement and Certain Other
Agreements') of the Offer to Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a) The information set forth in the Introduction and Section 10 ('Source
and Amount of Funds') of the Offer to Purchase is incorporated herein by
reference.

     (b) and (c) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

     (a) - (e) The information set forth in the Introduction, Section 11
('Background of the Offer; Purpose of the Offer and the Merger; the Merger
Agreement and Certain Other Agreements') and

                                       4

Section 12 ('Plans for the Company; Other Matters') of the Offer to Purchase is
incorporated herein by reference.

     (f) - (g) The information set forth in the Introduction and Section 7
('Effect of the Offer on the Market for the Shares; NYSE Listing; Exchange Act
Registration; Margin Regulations') of the Offer to Purchase is incorporated
herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     (a) and (b) The information set forth in the Introduction, Section 9
('Certain Information Concerning Parent and Purchaser') and Section 11
('Background of the Offer; Purpose of the Offer and the Merger; the Merger
Agreement and Certain Other Agreements') of the Offer to Purchase and in
Schedule I thereto is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        THE SUBJECT COMPANY'S SECURITIES

     The information set forth in the Introduction, Section 9 ('Certain
Information Concerning Parent and Purchaser'), Section 11 ('Background of the
Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain
Other Agreements') and Section 16 ('Fees and Expenses') of the Offer to Purchase
is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

     The information set forth in the Introduction and Section 16 ('Fees and
Expenses') of the Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

     Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

     (a) Except as disclosed in Items 3 and 7 above, there are no present or
proposed material contracts, arrangements, understandings or relationships
between Purchaser or Parent, or to the best knowledge of Purchaser and Parent,
any of the persons listed in Schedule I to the Offer to Purchase, and the
Company, or any of its executive officers, directors, controlling persons or
subsidiaries.

     (b) - (c) The information set forth in the Introduction, Section 14
('Conditions to the Offer') and Section 15 ('Certain Legal Matters') of the
Offer to Purchase is incorporated herein by reference.

     (d) The information set forth in Section 7 ('Effect of the Offer on the
Market for the Shares; NYSE Listing; Exchange Act Registration; Margin
Regulations') and Section 15 ('Certain Legal Matters') of the Offer to Purchase
is incorporated herein by reference.

     (e) None.

     (f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.

                                       5

ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.

     
(a)(1)  -- Offer to Purchase dated December 23, 1999.
(a)(2)  -- Letter of Transmittal.
(a)(3)  -- Notice of Guaranteed Delivery.
(a)(4)  -- Letter to Brokers, Dealers, Commercial Banks, Trust
           Companies and Other Nominees.
(a)(5)  -- Letter to Clients for use by Brokers, Dealers, Commercial
           Banks, Trust Companies and Other Nominees.
(a)(6)  -- Guidelines for Certification of Taxpayer Identification
           Number on Substitute Form W-9.
(a)(7)  -- Joint Press Release of Parent and the Company dated
           December 20, 1999.
(a)(8)  -- Press Release of Parent dated December 23, 1999.
(a)(9)  -- Summary Advertisement dated December 23, 1999.
(b)     -- None.
(c)(1)  -- Agreement and Plan of Merger, dated as of December 20,
           1999, by and among Parent, Purchaser and the Company.
(c)(2)  -- Stockholders Agreement, dated as of December 20, 1999, by
           and among Parent, Purchaser and the stockholder which are
           signatories thereto.
(c)(3)  -- Letter Agreement, dated December 20, 1999, by and between
           Parent and King Harris, individually, for the Company, and
           on behalf of the Harris Family.
(d)     -- None.
(e)     -- Not applicable.
(f)     -- None.

                                       6

                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: December 23, 1999

                                          HONEYWELL INTERNATIONAL INC.

                                          By: /s/ RICHARD F. WALLMAN
                                              .................................
                                              Name: Richard F. Wallman
                                              Title: Senior Vice President and
                                                 Chief Financial Officer

                                          HII-2 ACQUISITION CORP.

                                          By: /s/ GEORGE VAN KULA
                                              .................................
                                              Name: George Van Kula
                                              Title: Secretary

                                       7

                                 EXHIBIT INDEX

EXHIBIT                          DESCRIPTION                           PAGE
- -------                          -----------                           ----
                                                                 
(a)(1)   -- Offer to Purchase dated December 23, 1999.
(a)(2)   -- Letter of Transmittal.
(a)(3)   -- Notice of Guaranteed Delivery.
(a)(4)   -- Letter to Brokers, Dealers, Commercial Banks, Trust
            Companies and Other Nominees.
(a)(5)   -- Letter to Clients for use by Brokers, Dealers, Commercial
            Banks, Trust Companies and Other Nominees.
(a)(6)   -- Guidelines for Certification of Taxpayer Identification
            Number on Substitute Form W-9.
(a)(7)   -- Joint Press Release of Parent and the Company dated
            December 20, 1999.
(a)(8)   -- Press Release of Parent dated December 23, 1999.
(a)(9)   -- Summary Advertisement dated December 23, 1999.
(b)      -- None.
(c)(1)   -- Agreement and Plan of Merger, dated as of December 20,
            1999, by and among Parent, Purchaser and the Company.
(c)(2)   -- Stockholders Agreement, dated as of December 20, 1999, by
            and among Parent, Purchaser and the stockholders which are
            signatories thereto.
(c)(3)   -- Letter Agreement, dated December 20, 1999, by and between
            Parent and King Harris, individually, for the Company, and
            on behalf of the Harris Family.
(d)      -- None.
(e)      -- Not applicable.
(f)      -- None.

                                       8

                              STATEMENT OF DIFFERENCES
                              ------------------------

The section symbol shall be expressed as................................... 'SS'
The trademark symbol shall be expressed as................................. 'TM'

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                               AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION
                                       AT
                              $45.50 NET PER SHARE
                                       BY
                            HII-2 ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                          HONEYWELL INTERNATIONAL INC.

      THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
    MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 3,
              2000, UNLESS THE OFFER IS EXTENDED.

     THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF DECEMBER 20, 1999 (THE 'MERGER AGREEMENT'), BY AND AMONG HONEYWELL
INTERNATIONAL INC. ('PARENT'), HII-2 ACQUISITION CORP. ('PURCHASER') AND PITTWAY
CORPORATION (THE 'COMPANY'). THE BOARD OF DIRECTORS OF THE COMPANY (THE 'BOARD')
HAS APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER (EACH AS DEFINED
HEREIN), AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN
THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS AND RECOMMENDS THAT
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES (AS DEFINED HEREIN)
PURSUANT TO THE OFFER.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN) THAT
NUMBER OF SHARES WHICH REPRESENTS, AT THE TIME OF ACCEPTANCE FOR PAYMENT OF ANY
SHARES PURSUANT TO THE OFFER, AT LEAST (I) TWO-THIRDS OF THE OUTSTANDING SHARES
(DETERMINED ON A FULLY DILUTED BASIS (AS DEFINED HEREIN)) AND (II) SHARES
ENTITLED TO CAST AT LEAST TWO-THIRDS OF THE VOTES THAT MAY BE CAST BY ALL
HOLDERS OF SHARES ON THE MERGER (COUNTING THE CLASS A STOCK AS ENTITLED TO CAST
1/10TH OF A VOTE PER SHARE AND DETERMINED ON SUCH FULLY DILUTED BASIS). THE
OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO
PURCHASE. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. SEE SECTION 14.

                            ------------------------
                                   IMPORTANT

     Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (i) complete and sign the enclosed Letter of Transmittal
(or a facsimile thereof) in accordance with the Instructions in the Letter of
Transmittal, have such stockholder's signature thereon guaranteed (if required
by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of
Transmittal (or a facsimile thereof) and any other required documents to the
Depositary (as defined herein) and either deliver the certificates for such
Shares to the Depositary or tender such Shares pursuant to the procedure for
book-entry transfer set forth in Section 3 of this Offer to Purchase or
(ii) request such stockholder's broker, dealer, commercial bank, trust company
or other nominee to effect the transaction for such stockholder. Any stockholder
whose Shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee to tender such Shares.

     Any stockholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer on a timely basis, or who cannot deliver
all required documents to the Depositary prior to the expiration of the Offer,
may tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3 of this Offer to Purchase.

     Questions and requests for assistance may be directed to the Dealer Manager
or the Information Agent at their respective addresses and telephone numbers set
forth on the back cover of this Offer to Purchase. Requests for additional
copies of this Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be directed to the
Dealer Manager or the Information Agent or brokers, dealers, commercial banks or
trust companies.

                            ------------------------
                      THE DEALER MANAGER FOR THE OFFER IS:
                                LEHMAN BROTHERS

December 23, 1999

                               TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----
                                                             
INTRODUCTION.....................................................    1
THE OFFER........................................................    3
1.   Terms of the Offer..........................................    3
2.   Acceptance for Payment and Payment..........................    5
3.   Procedures for Tendering Shares.............................    6
4.   Withdrawal Rights...........................................    8
5.   Certain Federal Income Tax Consequences.....................    9
6.   Price Range of the Shares; Dividends........................   10
7.   Effect of the Offer on the Market for the Shares; NYSE
     Listing; Exchange Act Registration; Margin Regulations......   11
8.   Certain Information Concerning the Company..................   12
9.   Certain Information Concerning Parent and Purchaser.........   15
10.  Sources and Amount of Funds.................................   18
11.  Background of the Offer; Purpose of the Offer and the
     Merger; the Merger Agreement and Certain Other Agreements...   18
12.  Plans for the Company; Other Matters........................   33
13.  Dividends and Distributions.................................   35
14.  Conditions to the Offer.....................................   35
15.  Certain Legal Matters.......................................   37
16.  Fees and Expenses...........................................   39
17.  Miscellaneous...............................................   40

TO THE HOLDERS OF SHARES OF COMMON STOCK AND CLASS A STOCK OF PITTWAY
CORPORATION:

                                  INTRODUCTION

     HII-2 Acquisition Corp., a Delaware corporation ('Purchaser') and wholly
owned subsidiary of Honeywell International Inc., a Delaware corporation
('Parent'), hereby offers to purchase all outstanding shares of Common Stock of
the par value of $1.00 per share (the 'Common Stock'), and all outstanding
shares of Class A Stock of the par value of $1.00 per share (the 'Class A
Stock,' and, together with the Common Stock, the 'Shares'), of Pittway
Corporation, a Delaware corporation (the 'Company'), at a price of $45.50 per
Share, net to the seller in cash, without interest (such price, or any such
higher price as may be paid in the Offer, the 'Offer Price'), upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the related
Letter of Transmittal (which, as amended or supplemented from time to time,
collectively constitute the 'Offer').

     Tendering stockholders of record who tender Shares directly will not be
obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares
through a bank or broker should check with such institution as to whether they
will charge any service fees. Purchaser will pay all fees and expenses of Lehman
Brothers Inc. ('Lehman Brothers'), which is acting as the dealer manager for the
Offer (in such capacity, the 'Dealer Manager'), The Bank of New York, which is
acting as the depositary for the Offer (in such capacity, the 'Depositary'), and
Georgeson Shareholder Communications Inc., which is acting as information agent
for the Offer (in such capacity, the 'Information Agent'), incurred in
connection with the Offer and in accordance with the terms of the agreements
entered into between Purchaser and/or Parent and each such person. See
Section 16.

     THE BOARD OF DIRECTORS OF THE COMPANY (THE 'BOARD') HAS APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, AND HAS DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE COMPANY'S
STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER.

     William Blair & Company, L.L.C., financial advisor to the Company, has
delivered to the Board its opinion, dated December 18, 1999 (the 'Financial
Advisor Opinion'), to the effect that, as of such date and based upon and
subject to the considerations set forth in the Financial Advisor Opinion, the
cash consideration to be paid in the Offer and the Merger is fair to the holders
of Shares, from a financial point of view. A copy of the Financial Advisor
Opinion is attached as an exhibit to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the 'Schedule 14D-9'), which has been filed by the
Company with the Securities and Exchange Commission (the 'Commission') in
connection with the Offer and which is being mailed to holders of Shares
herewith. Holders of Shares are urged to, and should, read the Financial Advisor
Opinion carefully.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
WHICH REPRESENTS, AT THE TIME OF ACCEPTANCE FOR PAYMENT OF ANY SHARES PURSUANT
TO OFFER (THE 'SHARE PURCHASE DATE'), AT LEAST (I) TWO-THIRDS OF THE OUTSTANDING
SHARES (DETERMINED ON A FULLY DILUTED BASIS) AND (II) SHARES ENTITLED TO CAST AT
LEAST TWO-THIRDS OF THE VOTES THAT MAY BE CAST BY ALL HOLDERS OF SHARES ON THE
MERGER (COUNTING THE CLASS A STOCK AS ENTITLED TO CAST 1/10TH OF A VOTE PER
SHARE AND DETERMINED ON SUCH FULLY DILUTED BASIS) (THE 'MINIMUM CONDITION'). THE
OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THIS OFFER TO
PURCHASE. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. SEE SECTION 14. As
used in this Offer to Purchase, 'fully diluted basis' takes into account Shares
subject to issuance at the discretion of the holders under stock options and
other stock based awards outstanding at the Share Purchase Date, but excluding
any portions of such options or awards surrendered to the Company pursuant to
the Merger Agreement.

                                       1

     The Company has represented and warranted to Parent and Purchaser that, as
of December 1, 1999, (i) 7,877,664 shares of Common Stock were issued and
outstanding, and (ii) 34,877,405 shares of Class A Stock were issued and
outstanding. In addition, the Company has informed Purchaser that, as of
December 1, 1999, there are outstanding options or other stock based awards
pursuant to which up to 3,727,539 Shares may be issued at the discretion of the
holders of all such options or awards and up to 2,397,370 Shares may be issued
at the discretion of the holders of such options or awards which are presently
exercisable.

     Pursuant to a Stockholders Agreement (as defined herein) entered into by
Parent and Purchaser with certain members of the Harris Family (the 'Harris
Family Stockholders'), the Harris Family Stockholders have agreed to tender, in
accordance with the terms of the Offer, all Shares beneficially owned by them
(other than up to an aggregate of approximately 428,000 Shares reserved for
charitable contributions) (the 'Harris Family Shares') and not to withdraw any
Shares so tendered unless and until the Merger Agreement has been terminated.
Pursuant to the Stockholders Agreement, the Harris Family Stockholders have
granted Parent an option to purchase such Shares at a price of $45.50 per share
or any higher price paid pursuant to the Offer. The option is exercisable under
certain circumstances following February 3, 2000, the initial expiration date of
the Offer. See Section 11. The Harris Family Stockholders beneficially own an
aggregate of 4,165,978 shares of Common Stock (approximately 52.9% of the
outstanding Common Stock) and 6,413,321 shares of Class A Stock (approximately
18.4% of the outstanding Class A Stock), which, in the aggregate, constitute
approximately 24.7% of the outstanding Shares and are entitled to cast on
matters other than the election of directors approximately 42.3% of the votes
that may be cast by all holders of Shares.

     Based on the foregoing and assuming the surrender of all outstanding
options and other stock based awards, which are or may become exercisable prior
to the Share Purchase Date, Purchaser believes that the Minimum Condition will
be satisfied if an aggregate of 28,503,380 shares of Common Stock and Class A
Stock (including shares of Common Stock and Class A Stock subject to the
Stockholders Agreement), as well as a number of Shares entitled to cast at least
two-thirds of the votes that may be cast by all holders of Shares on the Merger,
are validly tendered and not withdrawn prior to the Expiration Date.
Accordingly, Purchaser believes that if 18,352,081 shares of Common Stock and
Class A Stock are validly tendered and not withdrawn prior to the Expiration
Date by holders of Shares other than the Harris Family Stockholders, as well as
a number of Shares which when added to the Harris Family Shares will be entitled
to cast at least two-thirds of the votes that may be cast by all holders of
Shares on the Merger, the Minimum Condition will be satisfied.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 20, 1999 (the 'Merger Agreement'), by and among Parent, Purchaser
and the Company. Pursuant to the Merger Agreement and the Delaware General
Corporation Law, as amended (the 'DGCL'), as soon as practicable, but not later
than the second business day, after the completion of the Offer and satisfaction
or waiver, if permissible, of all conditions to the Merger (as defined below),
including the purchase of Shares pursuant to the Offer (sometimes referred to
herein as the 'consummation' of the Offer) and the approval and adoption of the
Merger Agreement by the stockholders of the Company (if required by applicable
law), Purchaser shall be merged with and into the Company (the 'Merger') and the
Company will be the surviving corporation in the Merger (the 'Surviving
Corporation'). At the effective time of the Merger (the 'Effective Time'), each
Share issued and outstanding immediately prior to the Effective Time (other than
Shares held by (i) the Company or any of its subsidiaries, (ii) Parent or any of
its wholly owned subsidiaries, including Purchaser, and (iii) stockholders
('Dissenting Stockholders') who properly perfect their appraisal rights under
the DGCL) will be converted into the right to receive $45.50 in cash or any
higher price per Share paid in the Offer, without interest. The Merger Agreement
is more fully described in Section 11.

     The Merger Agreement provides that, prior to the Share Purchase Date, the
Company will take all action so that, immediately following the Share Purchase
Date, the size of the Board shall be reduced to eight, all directors, other than
two of the directors (as shall be designated by the Board) shall resign and six
persons designated by Parent shall be elected to fill the vacancies so created.
Notwithstanding the foregoing, Purchaser, Parent and the Company have agreed
that at least two of the members of the Board shall, at all times after the
Share Purchase Date and prior to the Effective Time, be persons who

                                       2

were non-employee directors of the Company on the date of the Merger Agreement
(the 'Independent Directors') and that following the Share Purchase Date,
neither Parent nor Purchaser may take any action to cause any Independent
Director to be removed except for cause. In addition, from and after the Share
Purchase Date and prior to the Effective Time, the affirmative vote of a
majority of the Independent Directors shall be required to (a) amend or
terminate the Merger Agreement by the Company, (b) exercise or waive any of the
Company's rights, benefits or remedies thereunder, or (c) take any other action
by the Board under or in connection with the Merger Agreement; provided, that if
one of the Independent Directors shall no longer continue to serve for any
reason whatsoever, the other Independent Director shall be entitled to designate
a person to fill such vacancy who shall be deemed to be one of the Independent
Directors for purposes of the Merger Agreement; or if there is no Independent
Director for any reason, the other directors, pursuant to the Company's Restated
Certificate of Incorporation, as amended (the 'Certificate of Incorporation'),
and the Company's Bylaws, shall designate two persons to fill such vacancies who
shall not be stockholders, affiliates or associates of Parent or the Purchaser
and such persons shall be deemed to be Independent Directors for purposes of the
Merger Agreement.

     Consummation of the Merger is conditioned upon, among other things, the
approval and adoption by the requisite vote of stockholders of the Company of
the Merger Agreement, if required by the DGCL or other applicable law. Under the
DGCL and pursuant to the Certificate of Incorporation, the only vote that would
be necessary to approve the Merger Agreement and the Merger at any required
meeting of the Company's stockholders is the affirmative vote of the holders of
two-thirds of the votes the outstanding Shares are entitled to cast other than
for the election of directors. If the Minimum Condition is satisfied as a result
of the purchase of Shares by Purchaser pursuant to the Offer, Purchaser and its
affiliates will own at least two-thirds of the outstanding votes and Shares, and
Purchaser will be able to effect the Merger without the affirmative vote of any
other stockholder. Pursuant to the Merger Agreement, Parent and Purchaser have
agreed to vote the Shares beneficially owned by them on the Share Purchase Date
in favor of the Merger. See Section 12. The Merger Agreement is more fully
described in Section 11.

     Under Section 253 of the DGCL, if a corporation owns at least 90% of the
outstanding shares of each class of a subsidiary corporation, the corporation
holding such stock may merge such subsidiary into itself, or itself into such
subsidiary, without any action or vote on the part of the board of directors or
the stockholders of such subsidiary (a 'short-form merger'). In the event that
Purchaser acquires in the aggregate at least 90% of the outstanding shares of
the Common Stock and the Class A Stock, respectively, pursuant to the Offer or
otherwise, then, at the election of Parent, a short-form merger could be
effected without any further approval of the Board or the stockholders of the
Company. The Company has agreed in the Merger Agreement that, in the event that
Purchaser or any other subsidiary of Parent acquires at least 90% of the
outstanding shares of each class in the Offer, it will, at the request of
Parent, take all necessary actions to cause the Merger to become effective as
soon as practicable after the expiration of the Offer, without a meeting of the
stockholders of the Company. Even if Purchaser does not own 90% of the
outstanding shares of each class following consummation of the Offer, Parent or
Purchaser could seek to purchase additional Shares in the open market or
otherwise in order to reach the 90% threshold and employ a short-form merger.
The per Share consideration paid for any Shares so acquired in open market
purchases may be greater or less than the Offer Price. Parent presently intends
to effect a short-form merger, if permitted to do so under the DGCL, pursuant to
which Purchaser will be merged with and into the Company. See Section 12.

     THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.

                                   THE OFFER

1. TERMS OF THE OFFER.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of such extension or
amendment), Purchaser will accept for payment

                                       3

and promptly pay for all Shares validly tendered prior to the Expiration Date
and not withdrawn in accordance with Section 4. The term 'Expiration Date' shall
mean 12:00 Midnight, New York City time, on Thursday, February 3, 2000, unless
and until Purchaser, in accordance with the terms of the Merger Agreement, shall
have extended the period of time during which the Offer is open, in which event
the term 'Expiration Date' shall mean the latest time and date at which the
Offer, as so extended by Purchaser, shall expire. In the Merger Agreement,
Parent and Purchaser have agreed that if all conditions to Purchaser's
obligation to accept for payment and pay for Shares pursuant to the Offer are
not satisfied on the scheduled Expiration Date, Purchaser may, in its sole
discretion, extend the Offer for additional periods.

     The Offer is conditioned upon the satisfaction of the Minimum Condition,
the expiration or termination of all waiting periods imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the 'HSR
Act'), and the other conditions set forth in Section 14. If such conditions are
not satisfied prior to the Expiration Date, Purchaser reserves the right,
subject to the terms of the Merger Agreement and subject to complying with
applicable rules and regulations of the Commission, to (i) decline to purchase
any Shares tendered in the Offer and terminate the Offer and return all tendered
Shares to the tendering stockholders, (ii) waive any or all conditions to the
Offer (except the Minimum Condition) and, to the extent permitted by applicable
law, purchase all Shares validly tendered, (iii) extend the Offer and, subject
to the right of stockholders to withdraw Shares until the Expiration Date,
retain all Shares which have been tendered during the period or periods for
which the Offer is extended, or (iv) subject to the next paragraph, amend the
Offer.

     The Merger Agreement provides that, without the prior written consent of
the Company, Purchaser shall not (i) decrease the Offer Price or decrease the
number of Shares sought pursuant to the Offer, (ii) extend the expiration date
of the Offer beyond the initial Expiration Date of the Offer, except (A) that
if, immediately prior to the Expiration Date of the Offer (as it may be
extended), the Shares tendered and not withdrawn pursuant to the Offer equal
less than 90% of the outstanding Shares of each class, Purchaser may extend the
Offer for one or more periods not to exceed seven business days in the
aggregate, notwithstanding that all conditions to the Offer are satisfied as of
such Expiration Date of the Offer, and (B) that if any condition to the Offer
has not been satisfied or waived, Purchaser may, in its sole discretion, extend
the Expiration Date of the Offer for one or more periods, (iii) waive the
Minimum Condition, or (iv) amend any term or other condition of the Offer;
provided, however, that, except as set forth above and subject to applicable
legal requirements, Purchaser may waive any condition to the Offer other than
the Minimum Condition in its sole discretion; and provided, further, that the
Offer may be extended in connection with an increase in the consideration to be
paid pursuant to the Offer so as to comply with applicable rules and regulations
of the Commission.

     The Merger Agreement requires Purchaser to accept for payment and promptly
pay for all Shares validly tendered and not withdrawn pursuant to the Offer if
all conditions to the Offer are satisfied on the Expiration Date. As used in
this Offer to Purchase, 'business day' has the meaning set forth in Rule 14d-1
under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
provided that Parent and the Company have agreed that each of Christmas Eve and
New Years Eve shall not be deemed to be 'business days.'

     Any extension, amendment or termination of the Offer will be followed as
promptly as practicable by public announcement thereof, the announcement in the
case of an extension to be issued no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date in
accordance with Rules 14d-4(c), 14d-6(d) and 14e-1(d) under the Exchange Act.
Without limiting the obligation of Purchaser under such Rules or the manner in
which Purchaser may choose to make any public announcement, Purchaser currently
intends to make announcements by issuing a press release to the Dow Jones News
Service.

     If Purchaser extends the Offer, or if Purchaser (whether before or after
its acceptance for payment of Shares) is delayed in its purchase of, or payment
for, Shares or is unable to pay for Shares pursuant to the Offer for any reason,
then, without prejudice to Purchaser's rights under the Offer, the Depositary
may retain tendered Shares on behalf of Purchaser, and such Shares may not be
withdrawn except to the extent tendering stockholders are entitled to withdrawal
rights as described in Section 4. However, the ability of Purchaser to delay the
payment for Shares which Purchaser has accepted for

                                       4

payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that
a bidder pay the consideration offered or return the securities deposited by, or
on behalf of, holders of securities promptly after the termination or withdrawal
of the Offer.

     If, in accordance with the terms of the Merger Agreement, Purchaser makes a
material change in the terms of the Offer or the information concerning the
Offer or waives a material condition of the Offer, Purchaser will disseminate
additional tender offer materials and extend the Offer to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The minimum period
during which the Offer must remain open following material changes in the terms
of the Offer or information concerning the Offer, other than a change in price
or a change in percentage of securities sought, will depend upon the facts and
circumstances then existing, including the relative materiality of the changed
terms or information. In a public release, the Commission has stated its view
that an offer must remain open for a minimum period of time following a material
change in the terms of the Offer and that waiver of a material condition, such
as the Minimum Condition, is a material change in the terms of the Offer. The
release states that an offer should remain open for a minimum of five (5)
business days from the date a material change is first published, or sent or
given to security holders and that, if material changes are made with respect to
information not materially less significant than the offer price and the number
of shares being sought, a minimum of ten (10) business days may be required to
allow adequate dissemination and investor response. The requirement to extend
the Offer will not apply to the extent that the number of business days
remaining between the occurrence of the change and the then-scheduled Expiration
Date equals or exceeds the minimum extension period that would be required
because of such amendment. If, prior to the Expiration Date, Purchaser increases
the consideration offered to holders of Shares pursuant to the Offer, such
increased consideration will be paid to all holders whose Shares are purchased
in the Offer whether or not such Shares were tendered prior to such increase.

     The Company has provided Purchaser with the Company's stockholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares whose names appear on the stockholder list
and will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder lists or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT.

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and will promptly pay for, as
soon as practicable after the Expiration Date, all Shares validly tendered prior
to the Expiration Date and not properly withdrawn in accordance with Section 4.

     For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Purchaser and not
withdrawn, if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from Purchaser and
transmitting payment to tendering stockholders. In all cases, payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for such Shares (or a timely Book
Entry Confirmation (as defined below) with respect thereto), (ii) a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined below), and (iii) any other documents required by
the Letter of Transmittal. Accordingly, payment may be made to tendering
stockholders at different times if delivery of the Shares and other required
documents occur at different times. The per share consideration paid to any
holder of Shares pursuant to the Offer will be the highest per share
consideration paid to any other holder of such Shares pursuant to the Offer.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY
PURCHASER FOR THE

                                       5

SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.

     Purchaser expressly reserves the right, in its sole discretion, to delay
acceptance for payment of, or payment for, Shares in order to comply in whole or
in part with applicable law as contemplated by clause (b) of Section 14. If
Purchaser is delayed in its acceptance for payment of, or payment for, Shares or
is unable to accept for payment or pay for Shares pursuant to the Offer for any
reason, then, without prejudice to Purchaser's rights under the Offer (including
such rights as are set forth in Sections 1 and 14) (but subject to compliance
with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on
behalf of Purchaser, retain tendered Shares, and such Shares may not be
withdrawn except to the extent tendering stockholders are entitled to exercise,
and duly exercise, withdrawal rights as described in Section 4.

     If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted representing more Shares than are
tendered, certificates evidencing Shares not tendered or not accepted for
purchase will be returned to the tendering stockholder, or such other person as
the tendering stockholder shall specify in the Letter of Transmittal, as
promptly as practicable following the expiration, termination or withdrawal of
the Offer. In the case of Shares delivered by book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility (as defined in
Section 3) pursuant to the procedures set forth in Section 3, such Shares will
be credited to such account maintained at the Book-Entry Transfer Facility as
the tendering stockholder shall specify in the Letter of Transmittal, as
promptly as practicable following the expiration, termination or withdrawal of
the Offer. If no such instructions are given with respect to Shares delivered by
book-entry transfer, any such Shares not tendered or not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
in the Letter of Transmittal as the account from which such Shares were
delivered.

     Purchaser reserves the right to transfer or assign, in whole or, from time
to time, in part, to one or more of its affiliates, the right to purchase Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.

3. PROCEDURES FOR TENDERING SHARES.

     Valid Tender. For Shares to be validly tendered pursuant to the Offer,
either (i) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), together with any required signature guarantees, or in the
case of a book-entry transfer, an Agent's Message, and any other required
documents, must be received by the Depositary at one of its addresses set forth
on the back cover of this Offer to Purchase prior to the Expiration Date and
either certificates evidencing tendered Shares must be received by the
Depositary at one of such addresses or such Shares must be delivered to the
Depositary pursuant to the procedures for book-entry transfer set forth below
and a Book-Entry Confirmation (as defined below) must be received by the
Depositary, in each case prior to the Expiration Date, or (ii) the tendering
stockholder must comply with the guaranteed delivery procedures described below.

     Book-Entry Transfer. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the 'Book-Entry Transfer
Facility') for purposes of the Offer within two (2) business days after the date
of this Offer to Purchase. Any financial institution that is a participant in
the Book-Entry Transfer Facility's system may make book-entry delivery of Shares
by causing the Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with such Book-Entry Transfer Facility's
procedures for such transfer. However, although delivery of Shares may be
effected through book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message, and any other required documents must, in any
case, be transmitted to, and received by, the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase prior to the Expiration
Date, or the tendering stockholder must comply with the guaranteed delivery
procedures described below. The confirmation of a book-entry transfer of

                                       6

Shares into the Depositary's account at the Book-Entry Transfer Facility as
described above is referred to herein as a 'Book-Entry Confirmation.' DELIVERY
OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

     The term 'Agent's Message' means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against such participant.

     THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (i) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant in
the Book Entry Transfer Facility's system whose name appears on a security
position listing as the owner of the Shares) of Shares tendered therewith and
such registered holder(s) has not completed either the box entitled 'Special
Delivery Instructions' or the box entitled 'Special Payment Instructions' on the
Letter of Transmittal or (ii) if such Shares are tendered for the account of a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each, an
'Eligible Institution' and, collectively, 'Eligible Institutions'). In all other
cases, all signatures on Letters of Transmittal must be guaranteed by an
Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If
the certificates for Shares are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or
certificates for Shares not tendered or not accepted for payment are to be
returned, to a person other than the registered holder of the certificates
surrendered, then the tendered certificates for such Shares must be endorsed or
accompanied by appropriate stock powers, in either case, signed exactly as the
name or names of the registered holders or owners appear on the certificates,
with the signatures on the certificates or stock powers guaranteed as aforesaid.
See Instruction 5 to the Letter of Transmittal.

     Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's certificates for Shares are not immediately
available or the procedures for book-entry transfer cannot be completed on a
timely basis or time will not permit all required documents to reach the
Depositary prior to the Expiration Date, such stockholder's tender may be
effected if all the following conditions are met:

          (i) such tender is made by or through an Eligible Institution;

          (ii) a properly completed and duly executed Notice of Guaranteed
     Delivery, substantially in the form provided by Purchaser, is received by
     the Depositary, as provided below, prior to the Expiration Date; and

          (iii) the certificates for (or a Book-Entry Confirmation with respect
     to) such Shares, together with a properly completed and duly executed
     Letter of Transmittal (or facsimile thereof), with any required signature
     guarantees, or, in the case of a book-entry transfer, an Agent's Message,
     and any other required documents, are received by the Depositary within
     three (3) trading days after the date of execution of such Notice of
     Guaranteed Delivery. A 'trading day' is any day on which the New York Stock
     Exchange, Inc. (the 'NYSE') is open for business.

                                       7

     The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mailed to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.

     Binding Agreement. The valid tender of Shares pursuant to one of the
procedures described above will constitute a binding agreement between the
tendering stockholder and Purchaser upon the terms and subject to the conditions
of the Offer.

     Appointment. By executing the Letter of Transmittal as set forth above
(including delivery through an Agent's Message), the tendering stockholder will
irrevocably appoint designees of Parent as such stockholder's attorneys-in-fact
and proxies in the manner set forth in the Letter of Transmittal, each with full
power of substitution, to the full extent of such stockholder's rights with
respect to the Shares tendered by such stockholder and accepted for payment by
Purchaser and with respect to any and all non-cash dividends, distributions,
rights, other Shares or other securities issued or issuable in respect of such
Shares on or after the date of the Merger Agreement (collectively,
'Distributions'). All such proxies will be considered coupled with an interest
in the tendered Shares. Such appointment will be effective if, as and when, and
only to the extent that, Purchaser accepts for payment Shares tendered by such
stockholder as provided herein. All such powers of attorney and proxies will be
irrevocable and will be deemed granted in consideration of the acceptance for
payment by Purchaser of Shares tendered in accordance with the terms of the
Offer. Upon such appointment, all prior powers of attorney, proxies and consents
given by such stockholder with respect to such Shares (and any and all
Distributions) will, without further action, be revoked and no subsequent powers
of attorney, proxies, consents or revocations may be given by such stockholder
(and, if given, will not be deemed effective). The designees of Parent will
thereby be empowered to exercise all voting and other rights with respect to
such Shares (and any and all Distributions), including, without limitation, in
respect of any annual or special meeting of the Company's stockholders (and any
adjournment or postponement thereof), actions by written consent in lieu of any
such meeting or otherwise, as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper. Purchaser reserves the
right to require that, in order for Shares to be deemed validly tendered,
immediately upon Purchaser's acceptance for payment of such Shares, Purchaser
must be able to exercise full voting, consent and other rights with respect to
such Shares (and any and all Distributions), including voting at any meeting of
stockholders.

     Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by Purchaser, in its sole discretion, which
determination will be final and binding. Purchaser reserves the absolute right
to reject any or all tenders of any Shares determined by it not to be in proper
form or the acceptance for payment of which, or payment for which, may, in the
opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the
absolute right, in its sole discretion, subject to the provisions of the Merger
Agreement, to waive any defect or irregularity in any tender of Shares of any
particular stockholder, whether or not similar defects or irregularities are
waived in the case of other stockholders. No tender of Shares will be deemed to
have been validly made until all defects or irregularities relating thereto have
been cured or waived. None of Purchaser, Parent, the Depositary, the Dealer
Manager, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. Subject to the terms of the
Merger Agreement, Purchaser's interpretation of the terms and conditions of the
Offer in this regard (including the Letter of Transmittal and the instructions
thereto) will be final and binding.

     Backup Withholding. Under the 'backup withholding' provisions of federal
income tax law, unless a tendering registered holder, or its assignee (in either
case, the 'Payee'), satisfies the conditions described in Instruction 10 of the
Letter of Transmittal or is otherwise exempt, the cash payable as a result of
the Offer may be subject to backup withholding tax at a rate of 31% of the gross
proceeds. To prevent backup withholding, each Payee should complete and sign the
Substitute Form W-9 provided in the Letter of Transmittal. See Instruction
10 to the Letter of Transmittal.

4. WITHDRAWAL RIGHTS.

     Except as otherwise provided in this Section 4 or as provided by applicable
law, tenders of Shares are irrevocable. Shares tendered pursuant to the Offer
may be withdrawn pursuant to the procedures

                                       8

set forth below at any time prior to the Expiration Date and, unless theretofore
accepted for payment and paid for by Purchaser pursuant to the Offer, may also
be withdrawn at any time after February 17, 2000.

     To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from the name of the person who tendered
the Shares. If certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Shares have been tendered by an
Eligible Institution, the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been delivered pursuant to
the procedures for book-entry transfer as set forth in Section 3, any notice of
withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with such Book-Entry Transfer Facility's procedures.

     Withdrawals of tendered Shares may not be rescinded, and any Shares
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 3 at any time prior to the Expiration Date.

     All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser, in its sole discretion,
which determination will be final and binding. None of Purchaser, Parent, the
Depositary, the Dealer Manager, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

     The following is a general summary of certain federal income tax
consequences of the Offer and the Merger relevant to a beneficial holder of
Shares whose Shares are tendered and accepted for payment pursuant to the Offer
or whose Shares are converted to cash in the Merger (a 'Holder'). This
discussion is for general information only and does not purport to consider all
aspects of federal income taxation that may be relevant to holders of Shares.
The discussion is based on the provisions of the Internal Revenue Code of 1986,
as amended (the 'Code'), existing regulations promulgated thereunder and
administrative and judicial interpretations thereof, all as in effect as of the
date hereof and all of which are subject to change (possibly with retroactive
effect). This discussion applies only to Holders that hold Shares as 'capital
assets' within the meaning of Section 1221 of the Code (generally, property held
for investment), and may not apply to Shares acquired pursuant to the exercise
of employee stock options or otherwise as compensation, Shares held as part of a
'straddle,' 'hedge,' 'conversion transaction,' 'synthetic security' or other
integrated investment, or certain types of Holders (including, without
limitation, financial institutions, insurance companies, tax-exempt
organizations and dealers in securities) that may be subject to special rules.
This discussion does not address the federal income tax consequences to a Holder
that, for federal income tax purposes, is a non-resident alien individual, a
foreign corporation, a foreign partnership or a foreign estate or trust, nor
does it consider the effect of any state, local, foreign or other tax laws.

     HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES TO THEM OF THE SALE OF THEIR SHARES, INCLUDING THE APPLICATION AND
EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS AND POSSIBLE CHANGES IN TAX
LAWS.

     The receipt of cash for Shares pursuant to the Offer or the Merger will be
a taxable transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local and foreign income and other tax laws.
For federal income tax purposes, a Holder who sells Shares pursuant to the Offer
or receives cash in exchange for Shares pursuant to the Merger will generally
recognize

                                       9

capital gain or loss equal to the difference (if any) between the amount of cash
received and the Holder's adjusted tax basis in Shares sold or surrendered in
the Merger. Gain or loss must be determined separately for each block of Shares
tendered pursuant to the Offer or surrendered for cash pursuant to the Merger
(for example, Shares acquired at the same cost in a single transaction). Such
capital gain or loss will be long-term capital gain or loss if the Holder has
held such Shares for more than one year at the time of the consummation of the
Offer or the Merger. For federal income tax purposes, net capital gain
recognized by individuals (or an estate or certain trusts) from the sale of
property held for more than twelve months will generally be taxed at a maximum
tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax
rate if such gain were treated as ordinary income). There are limitations on the
deductibility of capital losses.

     Payments in connection with the Offer or Merger may be subject to 'backup
withholding' at a rate of 31% unless a Holder of Shares (i) provides a correct
taxpayer identification number ('TIN') (which, for an individual Holder, is the
Holder's social security number) and any other required information, or (ii) is
a corporation or comes within certain other exempt categories and, when
required, demonstrates this fact, and otherwise complies with applicable
requirements of the backup withholding rules. A Holder that does not provide a
correct TIN may be subject to penalties imposed by the Internal Revenue Service
(the 'IRS'). Shareholders may prevent backup withholding by completing and
signing the Substitute Form W-9 included as part of the Letter of Transmittal.
Any amount paid as backup withholding does not constitute an additional tax and
will be creditable against the Holder's federal income tax liability, provided
that the required information is given to the IRS. Each Holder should consult
its tax advisor as to such Holder's qualification for exemption from backup
withholding and the procedure for obtaining such exemption.

     Purchaser has agreed to indemnify stockholders of record of the Company at
the close of business on July 31, 1998 from certain taxes in the event that such
stockholders are required to recognize gain or loss with respect to the spinoff
of Penton Media, Inc. ('Penton'), a former wholly owned subsidiary of the
Company (the 'Spinoff') because the transactions contemplated by the Merger
Agreement result in a violation of the 'device' or 'continuity of interest'
requirements of Section 355 of the Code and the regulations thereunder as
applied to the Spinoff. See 'Section 11. -- Background of the Offer; Purpose of
the Offer and Merger; the Merger Agreement and Certain Other
Agreements -- Certain Tax Indemnification.' Purchaser has received the opinion
of Kirkland & Ellis, based on assumptions set forth in such opinion, as well as
representations of certain officers, directors and stockholders of the Company,
that the transactions contemplated by the Merger Agreement will not result in a
violation of such requirements. Based on such opinion, Purchaser believes it
will not be liable for any such indemnified taxes.

6. PRICE RANGE OF THE SHARES; DIVIDENDS.

     The Common Stock and Class A Stock are traded on the the NYSE under the
symbols 'PRY' and 'PRY.A', respectively. The spinoff of Penton was completed on
August 7, 1998. The Spinoff distribution consisted of one share of Penton common
stock for each Share outstanding, without distinction between Common Stock and
Class A Stock. Immediately following the distribution, the price of each of the
Common Stock and Class A Stock declined approximately 26% reflecting the initial
market value of the new Penton common stock. Penton's initial quarterly dividend
was set at $0.03 per share.

     The following table sets forth, on a quarterly basis, the high and low
prices for the Common Stock and Class A Stock on the NYSE, along with cash
dividends declared, adjusted to reflect the two-for-one stock split paid in
September 1998. Market prices after August 10, 1998 reflect the Spinoff.

                                       10

                                              COMMON STOCK   CLASS A STOCK   DIVIDENDS DECLARED
                                             --------------  --------------  ------------------
                                              HIGH    LOW     HIGH    LOW    COMMON    CLASS A
                                              ----    ---     ----    ---    ------    -------
                                                                     
1997 QUARTER:
     First.................................  $27.63  $24.94  $27.50  $24.25   $.033     $.042
     Second................................   27.94   24.69   28.56   24.31    .033      .042
     Third.................................   32.25   25.13   32.50   25.00    .033      .042
     Fourth................................   34.50   29.94   35.00   30.00    .033      .042
1998 QUARTER:
     First.................................  $36.50  $31.63  $36.81  $31.13   $.033     $.042
     Second................................   42.50   34.81   39.59   35.38    .033      .042
     Third.................................   38.25   21.00   37.50   21.13    .022      .030
     Fourth................................   33.94   19.88   33.06   20.00    .022      .030
1999 QUARTER:
     First.................................  $34.00  $21.50  $32.75  $21.25   $.022     $.030
     Second................................   33.75   23.50   35.13   24.50    .022      .030
     Third.................................   37.75   26.31   38.00   26.94    .022      .030
     Fourth (through December 22, 1999)....   45.06   25.50   45.00   28.88    .022      .030

     On December 17, 1999, the last full trading day prior to the public
announcement of the execution of the Merger Agreement by the Company, Parent and
Purchaser, the last reported sales prices of the Common Stock and Class A Stock
on the NYSE were $29.00 and $29.88 per share, respectively. On December 22,
1999, the last full trading day prior to the commencement of the Offer, the last
reported sales prices of the Common Stock and Class A Stock on the NYSE were
$44.81 and $44.13 per share, respectively. STOCKHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE SHARES.

     Except for the declaration and payment of regular quarterly dividends of
$.022 and $.03 per share of Common Stock and Class A Stock, respectively, in a
manner consistent with the Company's past practices, under the terms of the
Merger Agreement, the Company is not permitted to declare or pay dividends with
respect to the Shares.

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; NYSE LISTING; EXCHANGE ACT
REGISTRATION; MARGIN REGULATIONS.

     Market for the Shares. The purchase of Shares by Purchaser pursuant to the
Offer will reduce the number of holders of Shares and the number of Shares that
might otherwise trade publicly, which, depending upon the number of Shares so
purchased, could adversely affect the liquidity and market value of the
remaining Shares held by the public. Purchaser cannot predict whether the
reduction in the number of Shares that might otherwise trade publicly would have
an adverse or beneficial effect on the market price for, or marketability of,
the Shares or whether it would cause future market prices to be greater or less
than the Offer Price.

     NYSE Listing. Depending upon the number of Shares purchased pursuant to the
Offer, the Common Stock and/or Class A Stock may no longer meet the requirements
of the NYSE for continued listing and may be delisted from the NYSE. According
to the NYSE's published guidelines, the NYSE will consider delisting the Common
Stock and/or Class A Stock if, among other things, the number of record holders
of at least 100 shares of the Common Stock or Class A Stock falls below 1,200,
the number of publicly held shares of Common Stock or Class A Stock (exclusive
of holdings of officers, directors and their immediate families and other
concentrated holdings of ten percent or more ('NYSE Excluded Holdings')) falls
below 600,000 or the aggregate market value of publicly held shares of the
Common Stock or Class A Stock (exclusive of NYSE Excluded Holdings) falls below
$5,000,000. If, as a result of the purchase of Shares pursuant to the Offer or
otherwise, the Common Stock and/or Class A Stock no longer meet the requirements
of the NYSE for continued listing and the listing of such shares is
discontinued, the market for such shares could be adversely affected.

     If the NYSE delists the Common Stock and/or Class A Stock, it is possible
that the Common Stock and/or Class A Stock would continue to trade on another
securities exchange or in the over-the-counter market and that price or other
quotations would be reported by such exchange or through the National

                                       11

Association of Securities Dealers Automated Quotation System ('NASDAQ') or other
sources. The extent of the public market therefor and the availability of such
quotations would depend, however, upon such factors as the number of
stockholders and/or the aggregate market value of the shares of Common Stock
and/or Class A Stock remaining at such time, the interest in maintaining a
market in the shares of Common Stock and/or Class A Stock on the part of
securities firms, the possible termination of registration under the Exchange
Act as described below and other factors. Purchaser cannot predict whether the
reduction in the number of shares of Common Stock and/or Class A Stock that
might otherwise trade publicly would have an adverse or beneficial effect on the
market price for or marketability of such shares or whether it would cause
future market prices to be greater or less than the Offer Price.

     Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Registration of the Common Stock and/or Class A Stock under the
Exchange Act may be terminated upon application of the Company to the Commission
if such shares are neither listed on a national securities exchange nor held by
300 or more holders of record. Termination of registration of the Common Stock
and/or Class A Stock under the Exchange Act would substantially reduce the
information required to be furnished by the Company to its stockholders and to
the Commission and would make certain provisions of the Exchange Act no longer
applicable to the Company, such as the short-swing profit recovery provisions of
Section 16(b), the requirement of furnishing a proxy statement pursuant to
Section 14(a) in connection with stockholders' meetings and the related
requirement of furnishing an annual report to stockholders and the requirements
of Rule 13e-3 under the Exchange Act with respect to 'going private'
transactions. Furthermore, the ability of 'affiliates' of the Company and
persons holding 'restricted securities' of the Company to dispose of such
securities pursuant to Rule 144 or Rule 144A promulgated under the Securities
Act of 1933, as amended (the 'Securities Act'), may be impaired or eliminated.

     Margin Regulations. The Shares are presently 'margin securities' under the
regulations of the Board of Governors of the Federal Reserve System (the
'Federal Reserve Board'), which status has the effect, among other things, of
allowing brokers to extend credit on the collateral of the Shares. Depending
upon factors similar to those described above regarding stock exchange listing
and market quotations, it is possible that, following the Offer, the Shares
would no longer constitute 'margin securities' for the purposes of the margin
regulations of the Federal Reserve Board and therefore could no longer be used
as collateral for loans made by brokers. In addition, if registration of the
Shares under the Exchange Act were terminated, the Shares would no longer
constitute 'margin securities.'

     Purchaser currently intends to seek delisting of the Shares from the NYSE
and the termination of the registration of the Shares under the Exchange Act as
soon after the completion of the Offer as the requirements for such delisting
and termination are met. If the NYSE listing and the Exchange Act registration
of the Shares are not terminated prior to the Merger, then the Shares will be
delisted from the NYSE and the registration of the Shares under the Exchange Act
will be terminated following the consummation of the Merger.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

     General. The information concerning the Company contained in this Offer to
Purchase, including that set forth below under the caption 'Selected Financial
Information,' has been furnished by the Company or has been taken from or based
upon publicly available documents and records on file with the Commission and
other public sources. None of Parent, Purchaser, the Dealer Manager or the
Information Agent assumes responsibility for the accuracy or completeness of the
information concerning the Company contained in such documents and records or
for any failure by the Company to disclose events which may have occurred or may
affect the significance or accuracy of any such information but which are
unknown to Parent, Purchaser, the Dealer Manager or the Information Agent.

     The Company manufactures and distributes burglar and commercial fire alarm
equipment and other security products. The Company operates principally in two
reportable segments, which are the Alarm Manufacturing segment and the Alarm
Distribution segment. The Alarm Manufacturing segment designs, manufactures and
sells an extensive line of burglar and commercial fire alarm

                                       12

equipment and other security products for the protection of life and property.
The Alarm Distribution segment distributes to third-party customers fire,
security and other electrical products manufactured by the Company and by other
companies. By offering a broad line of alarm and other low voltage products, the
Company provides a full range of services to more than 40,000 independent alarm
dealers and installers. In addition, the Company is involved in the marketing,
sale and development of land near Tampa, Florida for residential and commercial
use.

     Selected Financial Information. Set forth on the following page is certain
selected consolidated financial information with respect to the Company,
excerpted or derived from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, each as filed with the Commission pursuant
to the Exchange Act.

     More comprehensive financial information is included in such reports and in
other documents filed by the Company with the Commission. The following summary
is qualified in its entirety by reference to such reports and other documents
and all of the financial information (including any related notes) contained
therein. Such reports, documents and financial information may be inspected and
copies may be obtained from the Commission in the manner set forth below.

                                       13

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                            PITTWAY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                          NINE MONTHS ENDED
                                            SEPTEMBER 30,                           YEARS ENDED DECEMBER 31,
                                    -----------------------------        ----------------------------------------------
                                        1999             1998                1998             1997             1996
                                        ----             ----                ----             ----             ----
                                                                                            
CONTINUING OPERATIONS:
    Net Sales.....................   $1,235,964       $  974,165(a)       $1,326,646(a)    $1,143,772       $  923,453
    Operating Income..............      139,712(b)        32,015(b)           61,442(b)        82,501           63,705
    Net Earnings..................      110,724           22,963              36,897(b)(c)     40,608(d)        61,692(e)
         Per Share (Basic)(f).....         2.59(b)          0.54(b)              .87(b)(c)        .97(d)          1.48(e)
         Per Share (Diluted)(f)...         2.53(b)          0.54(b)              .86(b)(c)        .96(d)          1.46(e)
    Capital Expenditures..........       37,679(b)        26,864(b)           37,380           43,318           45,367
    Depreciation and
      Amortization................       35,190           26,192              35,694           28,141           22,288

DISCONTINUED OPERATIONS:
    Net Earnings..................           --            5,031               5,031           14,906           11,350
         Per Share (Basic)(f).....           --             0.12                 .12              .35              .27
         Per Share (Diluted)(f)...           --             0.11                 .11              .35              .27

NET INCOME:                             110,724(b)        27,994(b)           41,928(b)(c)     55,514(d)        73,042(e)
         Per Share (Basic)(f).....         2.59(b)           .66(b)              .99(b)(c)       1.32(d)          1.75(e)
         Per Share (Diluted)(f)...         2.53(b)           .65(b)              .97(b)(c)       1.31(d)          1.73(e)

CASH DIVIDENDS DECLARED:
         Per Common Share(f)......        .0651            .0884                .110             .133             .133
         Per Class A Share(f).....        .0900            .1133                .143             .167             .167

                                          AT SEPTEMBER 30,                           AT DECEMBER 31,
                                        ---------------------                --------------------------------------
                                        1999             1998                1998             1997             1996
                                        ----             ----                ----             ----             ----
Assets of Continuing
                                                                                            
      Operations..................    1,196,068          944,451           1,075,055          852,297          770,251
    Investment in Discontinued
      Operations..................           --               --                  --           58,397           47,058
    Total Assets..................    1,196,068          944,451           1,075,055          910,694          817,309
    Long-Term Debt................      103,226           98,578             104,609           95,215           87,714
    Stockholders' Equity..........      578,201          466,524             495,164          487,134          446,872

- ------------

 (a) On August 7, 1998 the Company distributed its investment in Penton Media,
     Inc., a wholly-owned subsidiary of the Company, to stockholders in a
     tax-free spin-off. Net sales of the discontinued operations prior to their
     disposition were $14,466 and $126,137 for the quarter and nine months ended
     September 30, 1998, respectively.
                                              (footnotes continued on next page)

                                       14

(footnotes continued from previous page)

 (b) Includes patent litigation provision in 1998 and reversed in 1999 of
     $43,000 or $26,875 after taxes ($.64 per share; $.62 diluted).

 (c) Includes the Company's equity in the after-tax gain on the disposal by
     Cylink Corporation ('Cylink') of its discontinued operations of $4,154, or
     $.10 per share (basic and diluted).

 (d) Includes the Company's equity in the after-tax gain on Cylink capital
     transaction of $3,997 and the after-tax expense for Cylink's write-off of
     'acquired in-process technology' of $11,839. These items decreased net
     income by $7,842, or $.19 per share (basic and diluted).

 (e) Includes the after-tax gain on the sale of investment in United States
     Satellite Broadcasting Company, Inc. and gain from Cylink stock offering of
     $8,149, or $.19 per share (basic and diluted) and $14,413, or $.34 per
     share (basic and diluted).

 (f) Per share data reflect the 2-for-1 stock split declared in September 1998
     and the 3-for-2 split declared in January 1996.

     Available Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters. Information as
of particular dates concerning the Company's directors and officers, their
remuneration, options granted to them, the principal holders of the Company's
securities and any material interests of such persons in transactions with the
Company is required to be disclosed in proxy statements distributed to the
Company's stockholders and filed with the Commission. Such reports, proxy
statements and other information should be available for inspection at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Seven World Trade Center, Suite 1300, New York, NY 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such
information should be obtainable by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a website on
the internet at http://www.sec.gov that contains reports, proxy statements and
other information relating to the Company which have been filed via the
Commission's EDGAR System. Certain of the materials should also be available at
the offices of the NYSE, 20 Broad Street, New York, NY 10005.

9. CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER.

     Purchaser. Purchaser, a Delaware corporation, has not carried on any
significant activities other than in connection with the Offer and the Merger.
All of the outstanding capital stock of Purchaser is owned directly by Parent.
Until immediately prior to the time Purchaser purchases Shares pursuant to the
Offer, it is not anticipated that Purchaser will have any significant assets or
liabilities or engage in any significant activities other than those incident to
its formation and capitalization and the transactions contemplated by the Offer
and the Merger.

     For certain information concerning the executive officers and directors of
Purchaser, see Schedule I. The principal office of Purchaser is located at
101 Columbia Road, Morris Township, New Jersey 07962, and its telephone number
is (973) 455-2000.

     Parent. Parent, a Delaware corporation, is a diversified technology and
manufacturing leader, serving customers worldwide with aerospace products and
services; control technologies for buildings, homes and industry; automotive
products; power generation systems; specialty chemicals; fibers; plastics; and
electronic and advanced materials. Parent employs approximately 120,000 people
in 95 countries. Parent's common stock is traded on the NYSE under the symbol
HON, as well as on the London, Chicago and Pacific stock exchanges. It is one of
the 30 stocks that make up the Dow Jones Industrial Average and is also a
component of the Standard & Poor's 500 Index.

     On December 1, 1999 a merger involving AlliedSignal Inc. ('AlliedSignal')
and Honeywell Inc. was completed. In connection with the merger, AlliedSignal
changed its name to Honeywell International Inc., and a wholly owned subsidiary
of AlliedSignal merged with and into Honeywell Inc. As a result, Honeywell Inc.
became a wholly owned subsidiary of Parent.

                                       15

     For certain information concerning the executive officers and directors of
Parent, see Schedule I. The principal office of Parent is located at
101 Columbia Road, Morris Township, New Jersey 07962, and its telephone number
is (973) 455-2000.

     Selected Historical Financial Data of AlliedSignal. Parent derived the
selected historical financial data set out below for each of the years ended
December 31, 1996 through 1998 from AlliedSignal's audited consolidated
financial statements for those years, and derived the selected historical
financial data set out below for each of the nine months ended September 30,
1999 and 1998 from AlliedSignal's unaudited consolidated financial statements
for such periods. This information is only a summary and you should read it
together with AlliedSignal's historical financial statements and related notes
contained in the annual reports, quarterly reports and other information that we
have filed with the SEC. To obtain copies of these documents, see 'Available
Information' below.

                                                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,      YEARS ENDED DECEMBER 31,
                                                 -----------------   ---------------------------
(IN MILLIONS)                                     1999      1998      1998      1997      1996
- -------------                                     ----      ----      ----      ----      ----
                                                                          
STATEMENT OF INCOME DATA:
Net sales......................................  $11,252   $11,256   $15,128   $14,472   $13,971
Net income.....................................    1,121       979     1,331     1,170     1,020
BALANCE SHEET DATA:
  (As of the End of the Period)
Total assets...................................  $14,953   $14,024   $15,560   $13,707   $12,829
Long-term debt.................................    1,287     1,459     1,476     1,215     1,317

     Selected Historical Financial Data of Honeywell Inc. Parent derived the
selected historical financial data set out below for each of the years ended
December 31, 1996 through 1998 from Honeywell Inc.'s audited consolidated
financial statements for those years, and derived the selected historical
financial data set out below for each of the nine months ended October 3, 1999
and October 4, 1998 from Honeywell Inc.'s unaudited consolidated financial
statements for such periods. This information is only a summary and you should
read it together with Honeywell Inc.'s historical financial statements and
related notes contained in the annual reports, quarterly reports and other
information that we have filed with the SEC. To obtain copies of these
documents, see 'Available Information' below.

                                                 NINE MONTHS ENDED    YEARS ENDED DECEMBER 31,
                                                 -----------------   ---------------------------
                                                 OCTOBER   OCTOBER
                                                   3,        4,
(IN MILLIONS)                                     1999      1998      1998      1997      1996
- -------------                                     ----      ----      ----      ----      ----
                                                                          
INCOME STATEMENT DATA:
Sales..........................................  $ 6,324   $ 6,078   $ 8,427   $ 8,027   $ 7,312
Net income.....................................      412       368       572       471       403
STATEMENT OF FINANCIAL POSITION DATA:
  (As of the End of the Period)
Total assets...................................  $ 7,259   $ 6,847   $ 7,170   $ 6,411   $ 5,493
Long-term debt.................................    1,193     1,336     1,299     1,177       715

     Selected Unaudited Pro Forma Combined Financial Data of Parent. The
following selected unaudited pro forma combined financial data is based on the
historical consolidated balance sheet and related historical consolidated
statements of income of AlliedSignal and the historical consolidated statement
of financial position and the related historical consolidated income statements
of Honeywell Inc., giving effect to the combination of AlliedSignal and
Honeywell Inc. using the pooling of interests method of accounting for business
combinations. This information is for illustrative purposes only. The companies
may have performed differently had they always been combined. You should not
rely on the selected unaudited pro forma combined financial data as being
indicative of the historical results that would have been achieved had the
companies always been combined or the future results that the Parent will
experience.

                                       16

                                                  FIRST NINE MONTHS OF     YEARS ENDED DECEMBER 31,
                                                 ----------------------   ---------------------------
                                                    1999        1998       1998      1997      1996
(IN MILLIONS)                                       ----        ----       ----      ----      ----
- ------------
                                                                               
STATEMENT OF INCOME DATA:
Net sales.....................................    $17,576      $17,334    $23,555   $22,499   $21,283
Net income....................................      1,533        1,347      1,903     1,641     1,423
BALANCE SHEET DATA:
  (As of the End of the Period)
Total assets..................................    $22,212      $20,871    $22,730   $20,118   $18,322
Long-term debt................................      2,480        2,795      2,775     2,392     2,032

     Relationships Between the Company and Parent and Purchaser. Except as set
forth in this Offer to Purchase, none of Purchaser or Parent, or, to the best
knowledge of Purchaser or Parent, any of the persons listed on Schedule I, or
any associate or majority owned subsidiary of any of the foregoing, beneficially
owns or has a right to acquire any Shares, and none of Purchaser or Parent or,
to the best knowledge of Purchaser or Parent, any of the persons or entities
referred to above, or any of the respective executive officers, directors or
subsidiaries of any of the foregoing, has effected any transaction in the Shares
during the past sixty (60) days.

     Except as set forth in this Offer to Purchase, neither Purchaser nor Parent
has any contract, arrangement, understanding or relationship with any other
person with respect to any securities of the Company, including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any securities of the Company, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding of proxies.

     During 1996, 1997, 1998 and 1999, Parent and/or Honeywell made purchases
from the Company of approximately $14 million, $15 million, $15 million and
$15 million, respectively.

     Except as set forth in this Offer to Purchase, none of Purchaser or Parent,
any of their respective affiliates, nor, to the best knowledge of Purchaser or
Parent, any of the persons listed on Schedule I, has had, since December 31,
1996, any business relationships or transactions with the Company or any of its
executive officers, directors or affiliates that would be required to be
reported under the rules of the Commission. Except as set forth in this Offer to
Purchase, since December 31, 1995 there have been no contacts, negotiations or
transactions between Purchaser or Parent, any of their respective affiliates or,
to the best knowledge of Purchaser or Parent, any of the persons listed on
Schedule I, and the Company or its affiliates concerning a merger, consolidation
or acquisition, tender offer or other acquisition of securities, election of
directors or a sale or other transfer of a material amount of assets.

     Available Information. Parent and Honeywell Inc. are subject to the
informational filing requirements of the Exchange Act and, in accordance
therewith, each is obligated to file reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. Information as of particular dates concerning Parent's
directors and officers, their remuneration, options granted to them, the
principal holders of Parent's securities and any material interests of such
persons in transactions with Parent is required to be disclosed in proxy
statements distributed to Parent's stockholders, and filed with the Commission.
Such reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, NY 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661.
Copies of such information should be obtainable by mail, upon payment of the
Commission's customary charges, by writing to the Commission's principal office
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains
a website at http://www.sec.gov that contains reports, proxy statements and
other information relating to Parent which have been filed via the EDGAR System.
Certain of the materials should also be available at the offices of the NYSE,
20 Broad Street, New York, NY 10005. Parent's and Honeywell Inc.'s reports,
proxy statements and other information are also available upon written or oral
request from Parent at the following address and telephone number: Honeywell
International Inc., 101 Columbia Road, P.O. Box 2245, Morris Township,
NJ 07962-2245, Attention: Corporate Publications, telephone (973) 455-5402.

                                       17

10. SOURCES AND AMOUNT OF FUNDS.

     If all outstanding Shares are tendered to and purchased by Purchaser
pursuant to the Offer and all stock based awards which may be surrendered to the
Company pursuant to Merger Agreement are surrendered, the aggregate cost,
together with Parent's estimated related fees and expenses, will be
approximately $2.1 billion. Purchaser intends to obtain all of such funds from
Parent. Parent intends to obtain such funds by issuing commercial paper in the
public or private markets at prevailing market terms. Parent expects that it
will repay some or all of such commercial paper with proceeds from the sale of
longer-term debt in the public or private debt markets. Parent's average cost
for commercial paper is presently approximately 5.84%. Except for the issuance
of commercial paper, no funds are expected to be, directly or indirectly,
borrowed from any third party for the purpose of the Offer. The Offer is not
conditioned on Purchaser or Parent obtaining any financing.

11. BACKGROUND OF THE OFFER; PURPOSE OF THE OFFER AND THE MERGER; THE MERGER
AGREEMENT AND CERTAIN OTHER AGREEMENTS.

     The following description was prepared by Parent and the Company.
Information about the Company was provided by the Company and neither the
Purchaser nor Parent takes any responsibility for the accuracy or completeness
of any information regarding meetings or discussions in which Purchaser, Parent
or their representatives did not participate.

Background of the Offer.

     For many years, the Company and Honeywell Inc. ('Honeywell') have had a
customer-supplier business relationship. During the course of this relationship,
executives of Honeywell and the Company have met from time to time to discuss
issues relating to their customer-supplier business relationship. As a result,
the Company and Honeywell, as well as their executives, were familiar with each
other, as well as with the respective businesses of the two companies.

     On May 27, 1999, at the request of Michael Bonsignore, who was then
Chairman and CEO of Honeywell, a meeting was held between Mr. Bonsignore and
King Harris, President and CEO of the Company, to discuss matters of mutual
interest. At this meeting, Mr. Bonsignore proposed that the Company and
Honeywell explore the possibility of a business combination.

     A subsequent meeting was held on July 15, 1999 among Mr. Bonsignore, Kevin
Gilligan, President of Honeywell's Home and Building Control Division, another
executive from Honeywell's Home and Building Control Division, Mr. Harris, Leo
Guthart, the Vice Chairman of the Company and Chairman of the Pittway Security
Group, and Edward Schwartz, a Vice President of the Company, to explore further
the possibility of a business combination between the Company and Honeywell.
Prior to this meeting, Honeywell and the Company executed a customary
confidentiality agreement.

     At the July 15th meeting, the parties discussed the potential benefits that
might be achieved from such a business combination. Later in the month, Mr.
Harris provided Honeywell with additional information to assist Honeywell in its
evaluation of the Company.

     On September 9, 1999, Mr. Gilligan and two other representatives of
Honeywell met with Messrs. Harris, Guthart and Schwartz to continue discussions
as to the potential synergies that might be generated by a combined entity.
During these discussions, Mr. Gilligan indicated that based on Honeywell's
preliminary review and absent the identification of additional synergistic
opportunities, Honeywell could not justify a price as high as $40 per share.

     These discussions were continued at a meeting held on October 27, 1999
among Mr. Gilligan, Peter D'Aloia, Vice President of Strategic Planning of
AlliedSignal, another executive from Honeywell's Home and Building Control
Division and Messrs. Harris, Schwartz and Guthart. At this meeting, the parties
discussed, among other things, their respective operating philosophies, the
rationale for, and synergies that might be generated by, a business combination
and the potential price and basis for a transaction. During the course of this
meeting, Mr. Gilligan indicated that, based upon Honeywell's review to date and
subject to further due diligence, Honeywell was interested in pursuing a
business combination at a price of $45 per share in cash.

     On November 4, 1999, Mr. Harris advised Mr. Gilligan that the Company would
be retaining an investment banker and that the subject of Honeywell's interest
in continuing to pursue discussions with

                                       18

the Company would be presented to the Company's Board of Directors at its next
regular meeting, which was scheduled for November 18, 1999. Discussions also
took place at this time between representatives of the Company and Honeywell
with respect to the extent and scope of due diligence that would be required by
Honeywell if it were to continue its efforts to determine whether a potential
business combination was desirable.

     On November 17, 1999, an amended confidentiality agreement was signed by
AlliedSignal, Honeywell and the Company.

     At its regular meeting on November 18, 1999, the Board of Directors of the
Company considered Honeywell's interest in a business combination transaction
and whether the executives of the Company, with the assistance of the Company's
advisors, should continue their discussions with Honeywell. Representatives of
William Blair & Company, L.L.C., the Company's financial advisor, including E.
David Coolidge III (who is a director of the Company and the Chief Executive
Officer of William Blair & Company, L.L.C.), and representatives of Kirkland &
Ellis, the Company's legal advisor, were present at this meeting. After
considering the matter, the Board of Directors authorized management, with the
assistance of the Company's advisors, to continue to explore with Honeywell the
possibility of a business combination transaction.

     Following the Board meeting, Mr. Harris contacted Mr. Gilligan to inform
him that the Board had authorized management to allow Honeywell to conduct due
diligence provided that an acceptable framework for a transaction could be
achieved. Mr. Harris indicated that he would elaborate on the Board's position
at a meeting to be held on November 19, 1999. In advance of the meeting, Mr.
Harris provided Mr. Gilligan with a discussion outline setting forth a possible
framework for a transaction and outlining various matters, including
employee-related matters. The outline did not address any employment terms for
the executive officers of the Company because the Board considered it
appropriate that issues relating to the Company and its stockholders be
addressed first.

     A meeting was held on Friday, November 19, 1999 in Chicago between
representatives of Honeywell and its legal and financial advisors and
representatives of the Company and its legal and financial advisors. At that
meeting, Mr. Harris explained that, while the Board believed that further
exploration of a business combination of the two companies was desirable, due
diligence could only proceed if the parties were able to reach a common
understanding as to the potential framework for a transaction. Mr. Harris also
questioned whether Honeywell would be willing to increase the transaction price.
Mr. Gilligan indicated that, while a final proposal would be submitted only
after the completion of due diligence, Honeywell believed that the price stated
in its earlier expression of interest had fairly valued the Company.

     In the course of the November 19th meeting, the various representatives
discussed the potential structure for a transaction, the method of announcing
and minimum time period for the Offer, the terms and conditions upon which the
Company would be able to respond to third party proposals, the extent to which
the Harris Family might be willing to commit in connection with a potential
transaction, the potential terms of the agreement to be prepared to effectuate a
business combination transaction and severance, retention and incentive matters
for employees generally.

     Following the meeting, discussions continued between the parties and their
respective representatives as to the potential terms for a transaction and
additional limited due diligence was begun.

     On December 1, 1999, the merger of AlliedSignal and Honeywell was
completed. On Friday, December 3, 1999, the Board of Directors of Parent met and
authorized management to proceed with a business combination transaction with
the Company, if satisfactory terms could be negotiated.

     On December 7, 1999, the Board of Directors of the Company met by telephone
and authorized expanded due diligence.

     Financial, legal and accounting due diligence began on December 8, 1999 and
continued for the next week and a half. On Friday, December 10, 1999, Parent's
legal advisors distributed to the Company and its legal advisors a draft of the
Merger Agreement. A draft of the Stockholders Agreement was also presented to
counsel for the Harris Family.

     During the week of December 13, 1999, the parties and their legal counsel
and the Harris Family and its legal counsel negotiated the terms of the Merger
Agreement and the Stockholders Agreement, respectively. On the evening of
December 16, 1999, Mr. Gilligan delivered Parent's proposal to combine

                                       19

the two companies pursuant to the various agreements which were being negotiated
at a cash price of $45 per share. Mr. Gilligan indicated that this was the
highest price that Parent was willing to offer. Mr. Harris indicated that, while
he would present Honeywell's proposal to the Company's Board of Directors, which
had tentatively scheduled a meeting for Saturday, December 18, 1999, he urged
Mr. Gilligan to consider increasing the offer price. Mr. Gilligan reiterated
Parent's belief that $45 was a fully priced offer.

     On December 17, 1999, members of the Harris Family met, reviewed the
possible transaction and the terms of the Stockholders Agreement and concluded
that they would support the transaction as contemplated in the Stockholders
Agreement if the transaction were approved by the Company's Board of Directors.

     On December 18, 1999, the Board of Directors of the Company met, together
with its legal and financial advisors, to review the terms of the proposed
transaction. At the meeting, Mr. Harris reviewed the history of the
negotiations, William Blair & Company, L.LC. reviewed the financial terms of the
transaction, and Kirkland & Ellis reviewed the legal duties of directors, as
well as the terms of the proposed transaction. During the course of the meeting,
the Board directed Mr. Harris to indicate to Parent that the Board would not
approve the transaction unless the price were increased. Mr. Harris left the
meeting and telephoned Mr. Gilligan. Mr. Gilligan, on behalf of Parent,
responded that Parent might be willing to increase its price slightly, but only
in return for certain concessions. After further telephone discussions, between
which the Board conferred, Messrs. Harris and Gilligan settled upon an increase
in the price to $45.50 per share in return for an increase of the termination
fee by $5,000,000. The Board of Directors then considered the revised terms and
authorized the Company to enter into the Merger Agreement. The factors
considered by the Board of Directors are set forth under Item 4 of the Company's
Schedule 14D-9.

     The Merger Agreement and the Stockholders Agreement were executed and
delivered by the respective parties late in the day on Sunday, December 19,
1999. On Monday, December 20, 1999, the parties announced their agreement to
engage in a business combination transaction.

     Purpose of the Offer and the Merger. The purpose of the Offer and the
Merger is to enable Parent to acquire control of, and the entire equity interest
in, the Company. The Offer is being made pursuant to the Merger Agreement and is
intended to increase the likelihood that the Merger will be effected. The
purpose of the Merger is to acquire all of the outstanding Shares not purchased
pursuant to the Offer.

     Stockholders of the Company who sell their Shares in the Offer will cease
to have any equity interest in the Company or any right to participate in its
earnings and future growth. If the Merger is consummated, non-tendering
stockholders will no longer have an equity interest in the Company and instead
will have only the right to receive cash consideration pursuant to the Merger
Agreement or to exercise statutory appraisal rights under Section 262 of the
DGCL. See Section 12. Similarly, after selling their Shares in the Offer or the
subsequent Merger, stockholders of the Company will not bear the risk of any
decrease in the value of the Company.

Merger Agreement

     The following is a summary of certain provisions of the Merger Agreement.
This summary is not a complete description of the terms and conditions of the
Merger Agreement and is qualified in its entirety by reference to the full text
of the Merger Agreement filed with the Commission as an exhibit to the Schedule
14D-1 and is incorporated herein by reference. Capitalized terms not otherwise
defined below shall have the meanings set forth in the Merger Agreement. The
Merger Agreement may be examined, and copies obtained, as set forth in Section 9
of this Offer to Purchase.

     The Offer. The Merger Agreement provides that the Purchaser will commence
the Offer and that, upon the terms and subject to prior satisfaction or waiver
of the conditions of the Offer (other than the waiver of the Minimum Condition),
the Purchaser will purchase all Shares validly tendered pursuant to the Offer.
The Merger Agreement provides that, without the prior written consent of the
Company, Purchaser shall not:

      decrease the Offer Price or decrease the number of Shares sought pursuant
      to the Offer;

      extend the expiration date of the Offer beyond the initial Expiration
      Date, except:

                                       20

        that if, immediately prior to the Expiration Date (as it may be
        extended), the Shares tendered and not withdrawn pursuant to the Offer
        constitute less than 90% of the outstanding Shares of each class,
        Purchaser may extend the Offer for one or more periods not to exceed
        seven business days in the aggregate, notwithstanding that all
        conditions to the Offer are satisfied as of such Expiration Date of the
        Offer; and

        that if any condition to the Offer has not been satisfied or waived,
        Purchaser may, in its sole discretion, extend the Expiration Date for
        one or more periods;

      amend or waive the Minimum Condition; or

      amend any term or other condition of the Offer;

provided, however, that, except as set forth above and subject to applicable
legal requirements, Purchaser may waive any condition to the Offer other than
the Minimum Condition in its sole discretion and; provided, further, that the
Offer may be extended in connection with an increase in the consideration to be
paid pursuant to the Offer so as to comply with applicable rules and regulations
of the Commission.

     The Merger. Pursuant to the Merger Agreement and the DGCL, as soon as
practicable, but not later than the second business day, after the consummation
of the Offer and satisfaction or waiver, if permissible, of all conditions to
the Merger, and the approval and adoption of the Merger Agreement by the
stockholders of the Company (if required by applicable law), Purchaser shall be
merged with and into the Company and the Company will be the Surviving
Corporation.

     The respective obligations of Parent and the Purchaser, on the one hand,
and the Company, on the other hand, to effect the Merger are subject to the
satisfaction on or prior to the Closing Date (as defined in the Merger
Agreement) of each of the following conditions, any and all of which may be
waived in whole or in part, to the extent permitted by applicable law:

      the Merger Agreement shall have been approved and adopted by the requisite
      vote of the holders of Shares, if required by applicable law, in order to
      consummate the Merger;

      no statute, rule, order, decree or regulation shall have been enacted or
      promulgated by any government authority which prohibits the consummation
      of the Merger, and there shall be no order or injunction of a court of
      competent jurisdiction in effect precluding consummation of the Merger;
      provided, that Parent shall employ its commercially reasonable best
      efforts to oppose, contest and resolve such order or injunction;

      Parent, the Purchaser or their affiliates shall have purchased Shares
      pursuant to the Offer; and

      any other material governmental approvals required to be obtained prior to
      the consummation of the Merger shall have been obtained; provided, that
      Parent shall employ its commercially reasonable best efforts to obtain any
      such required approvals.

     At the Effective Time of the Merger, (i) each issued and outstanding Share
(other than Shares that are owned by the Company as treasury stock, any Shares
owned by Parent, the Purchaser or any other wholly owned subsidiary of Parent,
or any Shares which are held by stockholders exercising appraisal rights under
Delaware law) will be converted into the right to receive the Offer Price (the
'Merger Consideration') and (ii) each issued and outstanding share of the
Purchaser will be converted into one share of common stock of the Surviving
Corporation.

     The Company's Board of Directors. The Merger Agreement provides that prior
to the Share Purchase Date, the Company will have taken all action as may be
necessary so that effective immediately after the Share Purchase Date, the size
of the Board will be reduced to eight, all directors, other than two of the
directors (as will be designated by the Board) will resign and six persons
designated by Parent will be elected to fill the vacancies so created. Following
the Share Purchase Date and prior to the Effective Time, the Board will have at
least two Independent Directors. The Company's obligation to appoint the
Purchaser's designees to the Company Board is subject to compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. In
addition, after the Share Purchase Date and prior to the Effective Time, the
affirmative vote of a majority of the Independent Directors shall be required
to:

      amend or terminate the Merger Agreement by the Company,

      exercise or waive any of the Company's rights, benefits or remedies
      thereunder, or

                                       21

      take any other action by the Board under or in connection with the Merger
      Agreement;

provided, that, if after the Share Purchase Date and prior to the Effective
Time, one of the Independent Directors does not continue to serve for any reason
whatsoever, the other Independent Director will be entitled to designate a
person to fill the vacancy who will be deemed to be one of the Independent
Directors. If after the Share Purchase Date and prior to the Effective Time
there is no Independent Director for any reason, the other directors, pursuant
to the Certificate of Incorporation and the Company's Bylaws, will designate two
persons to fill the vacancies who will not be stockholders, affiliates or
associates of Parent or the Purchaser and they will be deemed to be Independent
Directors. Following the Share Purchase Date and prior to the Effective Time,
neither Parent nor Purchaser will take any action to cause any Independent
Director to be removed other than for cause.

     Stockholders Meeting. Pursuant to the Merger Agreement, the Company will,
if required by applicable law in order to consummate the Merger, duly call, give
notice of, convene and hold a special meeting of its stockholders (the 'Special
Meeting') as promptly as practicable following the acceptance for payment and
purchase of Shares by the Purchaser pursuant to the Offer for the purpose of
considering and taking action upon the Merger and the adoption of the Merger
Agreement. The Merger Agreement provides that the Company will, if required by
applicable law in order to consummate the Merger, prepare and file with the
Commission a preliminary proxy or information statement (the 'Proxy Statement')
relating to the Merger and the Merger Agreement and use its best efforts:

      to obtain and furnish the information required to be included by the
      Commission in the Proxy Statement and, after consultation with Parent, to
      respond promptly to any comments made by the Commission with respect to
      the preliminary Proxy Statement and cause a definitive Proxy Statement to
      be mailed to its stockholders, provided that no amendment or supplement to
      the Proxy Statement will be made by the Company without consultation with
      Parent and its counsel and

      to obtain the necessary approvals of the Merger and the Merger Agreement
      by its stockholders.

Parent has agreed that it will vote, or cause to be voted, all of the Shares
owned by it, the Purchaser or any of its other subsidiaries and affiliates
immediately following the Share Purchase Date in favor of the approval of the
Merger and the adoption of the Merger Agreement.

     The Merger Agreement provides that in the event that Parent, Purchaser or
any other subsidiary of Parent acquires at least 90% of the outstanding Shares,
pursuant to the Offer or otherwise, Parent, the Purchaser and the Company will,
at the request of Parent, and subject to the terms of the Merger Agreement, take
all necessary and appropriate action to cause the Merger to become effective as
soon as practicable after such acquisition, without a meeting of stockholders of
the Company, in accordance with Delaware law.

     Outstanding Options and Other Awards. Pursuant to the Merger Agreement,
promptly following commencement of the Offer:

      each holder of an outstanding option and other awards under the Company's
      1990 Stock Awards Plan, 1996 Director Stock Option Plan or 1998 Director
      Stock Option Plan (each an 'Option') will be given the opportunity to
      surrender to the Company, effective immediately following the Share
      Purchase Date, the portion of the Option which is then vested or which
      would then otherwise become vested on or prior to December 31, 2000 (the
      'Vested Option Portion') in return for a cash payment by the Company,
      immediately following the Share Purchase Date, equal to the product of:

           the Offer Price minus the exercise price per Share of the Vested
           Option Portion and

           the number of Shares covered by the Vested Option Portion;

     Such cash payment shall be paid only when the Offer Price is greater than
the exercise price per Share of the Vested Option Portion of such Option.

      each holder of a performance shares award then outstanding under the
      Company's 1990 Stock Awards Plan (each a 'Performance Shares Award') will
      be given the opportunity to surrender to the Company, effective
      immediately following the Share Purchase Date, the portion of the
      Performance Shares Award which is then vested or which would vest by its
      terms on or prior to December 31, 2000 (the 'Vested Performance Shares
      Award Portion') in return for a cash

                                       22

      payment by the Company, immediately following the Share Purchase Date,
      equal to the product of:

           the Offer Price and

           the number of shares covered by the Vested Performance Shares Award
           Portion of such Performance Shares Award;

      each holder of a bonus shares award then outstanding under the Company's
      1990 Stock Awards Plan (each a 'Bonus Shares Award') will be given the
      opportunity to surrender to the Company, effective immediately following
      the Share Purchase Date, the Bonus Shares Award in return for the cash
      payment by the Company, immediately following the Share Purchase Date, of
      an amount equal to the product of:

           the Offer Price and

           the number of shares covered by such Bonus Shares Award; and

      each holder of a stock appreciation right then outstanding under the
      Company's 1990 Stock Awards Plan (each a 'SAR') may exercise the SAR at
      any time.

     All of the above payments will be made net of applicable withholding taxes.

     Any portion of any Option, Performance Shares Award, Bonus Shares Award or
SAR that is outstanding at the Share Purchase Date and has not been surrendered
for cash payment as described above will continue in accordance with its terms,
except that pursuant to action taken prior to the date of the Merger Agreement
by the Board or the Compensation Committee of the Board, as applicable:

      each such portion shall immediately vest and be exercisable or payable in
      full in the event of termination of employment by the employer at or after
      the Share Purchase Date without cause, death or disability; and

      from and after the Effective Time each such portion that is outstanding at
      the Effective Time will represent the right to acquire, in lieu of each
      share of Class A Stock that could be acquired immediately prior to the
      Effective Time upon exercise or payment, cash in the amount of the Offer
      Price.

     Interim Operations. Pursuant to the Merger Agreement, the Company has
agreed that, except as expressly contemplated or provided by the Merger
Agreement or agreed to by Parent, which agreement cannot be unreasonably
withheld, prior to the time the directors designated by the Purchaser constitute
a majority of the Company Board (the 'Board Appointment Date'), the business of
the Company and its subsidiaries will be conducted only in the ordinary and
usual course and, to the extent consistent therewith, each of the Company and
its subsidiaries will use its commercially reasonable best efforts and shall
cooperate with Parent to preserve its business organization intact and maintain
its existing relations with customers, suppliers, employees, creditors and
business partners, and the Company will not, directly or indirectly:

           except (x) upon exercise or payment of stock options or other awards
           outstanding under the Company Stock Plans or (y) pursuant to
           outstanding obligations to the former stockholders of Alarm
           Suppliers, Inc., sell, pledge, dispose of or encumber any shares of,
           or securities convertible into or exchangeable for, or options,
           warrants, calls, commitment or rights of any kind to acquire, any
           shares of capital stock of any class of the Company or any of its
           subsidiaries;

           amend its Certificate of Incorporation or Bylaws or similar
           organizational documents; or

           split, combine or reclassify the outstanding Shares or any
           outstanding capital stock of any of the subsidiaries of the Company;
           and

     neither the Company nor any of its subsidiaries shall:

           declare, set aside or pay any dividend or other distribution payable
           in cash, stock or property with respect to its capital stock other
           than dividends paid by subsidiaries of the Company to the Company or
           any of its subsidiaries in the ordinary course of business; provided,
           that the Company may declare and pay regular quarterly cash dividends
           not to exceed $.0217 per share of Common Stock and $.0300 per share
           of Class A Stock;

           transfer, lease, license, sell, mortgage, pledge, dispose of, or
           encumber any assets other than in the ordinary and usual course of
           business and consistent with past practice, or incur or

                                       23

           modify any indebtedness or other liability, other than in the
           ordinary and usual course of business and consistent with past
           practice;

           redeem, purchase or otherwise acquire directly or indirectly any of
           its capital stock;

           except as required by any collective bargaining agreement, grant any
           increase in the compensation payable or to become payable by the
           Company or any of its subsidiaries to any of its officers or
           employees except that the Company and its subsidiaries may grant base
           salary increases consistent with past practice for employees normally
           occurring at or after the 1999 year end for year 2000 in amounts not
           to exceed five percent in the aggregate (except for salaries paid to
           managers of businesses acquired by the Company after October 1, 1998,
           which will be determined in a manner consistent with the Company's
           past practice with respect to salaries paid to managers of acquired
           companies); provided that any increases in the base salaries payable
           to the Company's top ten most highly compensated executives must be
           consistent with past practice for such executives (unless agreed to,
           on a case by case basis, by Parent) and, in any event, the increases
           may not exceed ten percent of base salary for each executive and in
           the aggregate for all executives;

           adopt any new, or amend or otherwise increase, or accelerate the
           payment or vesting of the amounts payable or to become payable under,
           any existing, bonus, incentive compensation, deferred compensation,
           severance, profit sharing, stock option, stock purchase, insurance,
           pension, retirement or other employee benefit plan, agreement or
           arrangement; provided, that the Company may pay cash bonuses to any
           or all of its managers covering 1999 performance so long as the
           amount of each such bonus is consistent with past practice (unless
           agreed to, on a case by case basis, by Parent) and the aggregate
           amount of such bonuses (excluding the bonuses payable under
           previously agreed to formulas so long as the amounts paid are per
           such existing formulas) do not exceed by twenty percent (20%) the
           aggregate amount of the bonuses paid to such managers for 1998
           performance, except for bonuses paid to managers of businesses
           acquired by the Company after October 1, 1998, in which case such
           bonuses will be consistent with the Company's past practice with
           respect to bonus policies for acquired businesses; and provided,
           further, that the Company may, before the completion of the Offer,
           modify the termination for 'Good Reason' provision in executive
           employment contracts such that 'Good Reason' would include a
           reduction in yearly total compensation opportunity offered to a given
           executive for reasonable performance, and eliminate the 'Adjustments'
           clause in each of such executive employment agreements;

           enter into any new employment or severance agreement with or grant
           any severance or termination pay to any officer, director or employee
           of the Company or any of its subsidiaries; provided, that employment
           agreements with additional executives may be entered into upon
           agreement of Parent and the Company;

           permit any insurance policy naming it as a beneficiary or a loss
           payable payee to be cancelled or terminated without notice to Parent,
           except in the ordinary course of business and consistent with past
           practice;

           enter into any contract or transaction relating to the purchase of
           assets other than in the ordinary course of business consistent with
           prior practices;

           enter into any contract or transaction relating to the lending of any
           material amount of money to, or the purchase of any stock of, or
           other equity interest in, or material amount of assets of, any
           corporation or other entity, or enter into any joint venture or
           partnership (collectively, 'Investments'), other than those
           Investments in progress on the date of the Merger Agreement;

           make any capital expenditures which are significantly in excess of
           the amounts set forth in the budgets previously shown to Parent in
           writing;

           change any of the accounting methods used by it unless required by
           generally accepted accounting principles ('GAAP'), or, except in the
           ordinary course consistent with past practice, make any material tax
           election except in the ordinary course of business consistent with
           past practice, change any material tax election already made, adopt
           any material tax

                                       24

           accounting method except in the ordinary course of business
           consistent with past practice, change any material tax accounting
           method unless required by GAAP, enter into any closing agreement,
           settle any tax claim or assessment or consent to any tax claim or
           assessment or any waiver of the statute of limitations for any such
           claim or assessment; or

           take any action with the intent of causing any of the conditions to
           the Parent set forth in Section 14 hereof to not be satisfied.

     No Solicitation. Pursuant to the Merger Agreement, the Company has agreed
that neither the Company nor any of its subsidiaries will (and the Company will
use its best efforts to cause its officers, directors, employees,
representatives and agents, including, but not limited to, investment bankers,
attorneys and accountants not to), directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation, partnership, person or other entity or group
(other than Parent, any of its affiliates or representatives) concerning any
proposal or offer to acquire all or a substantial part of the business and
properties of the Company or any of its subsidiaries or any capital stock of the
Company or any of its subsidiaries, whether by merger, tender offer, exchange
offer, sale of assets or similar transactions involving the Company or any
subsidiary, division or operating or principal business unit of the Company (an
'Acquisition Proposal'), except that the Company and the Board are not
prohibited from:

      taking and disclosing to the Company's stockholders a position with
      respect to a tender or exchange offer by a third party pursuant to Rules
      14d-9 and 14e-2 promulgated under the Exchange Act; or

      making such disclosure to the Company's stockholders as, in the good faith
      judgment of the Board, after receiving advice from outside counsel, is
      required under applicable law, provided that the Company may not, except
      as described below, withdraw or modify its approval or recommendation of
      the Offer or the Merger or enter into any agreement with respect to any
      Acquisition Proposal;

      prior to the Share Purchase Date, furnishing information concerning the
      Company and its subsidiaries to any corporation, partnership, person or
      other entity or group, or participating in discussions and negotiations
      with such entity if such person has on an unsolicited basis submitted to
      the Company:

                 an Acquisition Proposal believed by the Board in good faith to
                 be bona fide, or

                 an expression of interest believed by the Board in good faith
                 to be bona fide indicating such person's desire to pursue the
                 possibility of making an Acquisition Proposal on terms
                 financially superior to the Offer and the Merger (an
                 'Indication of Interest');

              and, in either such case, the Board determines in good faith

                 after consulting with its financial advisors, that such person
                 has the financial capability to consummate such Acquisition
                 Proposal or, in the case of an Indication of Interest, a
                 transaction on terms financially superior to the Offer and
                 Merger, and

                 after receipt of advice from outside legal counsel to the
                 Company, that such action by the Company is appropriate in
                 furtherance of the best interests of the Company's
                 stockholders; and

              such person has signed a confidentiality agreement substantially
              identical to the confidentiality agreement between Parent and the
              Company (it being understood that the Board and/or its financial
              advisors may, in any event, discuss with any person submitting an
              Acquisition Proposal or Indication of Interest such person's bona
              fides and/or financial capability).

     The Company will promptly provide to Parent any written material
information regarding the Company provided to such person which was not
previously provided or otherwise made available to Parent. The Company is
required to promptly following receipt of an Acquisition Proposal or Indication
of Interest (and in any event not later than 24 hours after receipt thereof)
notify Parent of the receipt of the Acquisition Proposal or Indication of
Interest, as the case may be, and any stated, whether in writing or otherwise,
material terms (other than the identity of the person submitting such
Acquisition Proposal or Indication of Interest) of such Indication of Interest
or Acquisition Proposal and notify

                                       25

Parent of any material changes in any disclosed Indication of Interest or
Acquisition Proposal. The foregoing notwithstanding, the Company will not be
required to disclose the terms of any Indication of Interest unless and until
the Company publicly discloses the existence of such Indication of Interest. The
Board may withdraw or modify its approval or recommendation of the Offer and/or
the Merger, provided (i) the Board believes in good faith, after receipt of
advice from outside legal counsel to the Company, that the failure to do so
could reasonably be expected to cause the Board to violate its fiduciary duties
to the Company's stockholders under applicable law, and (ii) the Company
notifies Parent of any such withdrawal or modification prior to its release to
the public.

     At any time after 5:00 P.M., Central Time, on the second full business day
following the business day on which notice is given (it being understood that
Christmas Eve and New Years Eve shall not be deemed to be 'business days' for
such purpose) to Parent of the Company's intent to do so and if the Company has
otherwise complied with the terms of Section 5.4 of the Merger Agreement
(including, without limitation, the notice provisions thereof), the Board may,
provided that the notice identifies the person submitting the Acquisition
Proposal, cause the Company to enter into an agreement with respect to such
Acquisition Proposal. Parent has agreed that neither it nor any of its
subsidiaries nor any of the officers, directors, employees, representatives or
agents, including, but not limited to investment bankers, attorneys and
accountants, of any of the foregoing shall, directly or indirectly, contact, on
behalf or at the direction of Parent or any of is subsidiaries, any person
disclosed to Parent as having submitted an Acquisition Proposal or Indication of
Interest with respect to such Acquisition Proposal, the Offer, the Merger, or
any arrangement or understanding in connection therewith (other than contacts
not intended to dissuade, and that are not reasonably likely to have the effect
of dissuading, such person from pursuing such Acquisition Proposal), so long as
such person is subject to similar restrictions. In the event the Company is
going to enter into an agreement with respect to an Acquisition Proposal, the
Company will not do so unless it has terminated the Merger Agreement in
accordance with its terms and paid or caused to be paid to Parent the
Termination Fee (as defined below) not later than simultaneously with entering
into such agreement.

     Indemnification and Insurance. Pursuant to the Merger Agreement, after the
Share Purchase Date, Parent shall cause the Company or any successor, including
the Surviving Corporation, to indemnify, defend and hold harmless the present
and former officers, directors and employees of the Company and its subsidiaries
and persons who become any of the forgoing prior to the Effective Time with
respect to matters occurring at or prior to the Effective Time to the full
extent permitted under Delaware law. The Merger Agreement also provides that
Parent will, or will cause the Company, or any successor, including the
Surviving Corporation, to maintain the Company's existing officers' and
directors' liability insurance ('D&O Insurance') for a period of not less than
six years after the Share Purchase Date, provided, that Parent may substitute
therefor policies of substantially equivalent coverage and amounts containing
terms no less favorable to such former directors or officers. Parent has also
agreed that if the existing D&O Insurance expires, is terminated or canceled
during such period, Parent or the Surviving Corporation will use all reasonable
efforts to obtain substantially similar D&O Insurance, but in no event will it
be required to pay aggregate premiums for any such insurance in excess of 175%
of the aggregate premiums paid in 1999 on an annualized basis for such purpose
(the '1999 Premium'). If Parent or the Surviving Corporation is unable to obtain
the amount of D&O Insurance required for such aggregate premium, Parent or the
Surviving Corporation has agreed to obtain as much insurance as can be obtained
for an annual premium not in excess of 175% of the 1999 Premium.

     Representations and Warranties. Pursuant to the Merger Agreement, the
Company has made customary representations and warranties to Parent and the
Purchaser with respect to, among other things, its organization, capitalization,
authorization and validity of agreements, consents and approvals, no violations
of law or Company instruments, financial statements, public filings, the absence
of any material adverse effect on the Company since September 30, 1999,
undisclosed liabilities, material contracts, litigation, employee benefit plans,
labor matters, tax matters, intellectual property, Year 2000 compliance,
insurance, compliance with laws, restrictions on business activities, vote
required to approve the Merger Agreement, interested party transactions,
environmental matters, real property, financial advisor opinion and brokers' and
finders' fees.

                                       26

     Certain Tax Indemnification.

     Pursuant to the Merger Agreement, Parent has agreed to indemnify Company
stockholders of record at the close of business on July 31, 1998 ('Indemnified
Company Stockholders') from certain taxes ('Indemnified Taxes'). Indemnified
Taxes means, in general, taxes imposed on those stockholders as a result of the
Spinoff failing to qualify as tax-free under Section 355 of the Code, but only
if such failure is because the negotiation, execution and delivery of the Merger
Agreement, any of the transactions contemplated by the Merger Agreement or the
Stockholders Agreement, or any action or inaction on the part of Parent,
Purchaser or the Company at or after the Share Purchase Date, causes the
'device' or 'continuity of shareholder interest' requirement of Section 355 not
to be met (an 'Indemnifiable Disqualification'). The amount of any
indemnification would be reduced by certain tax benefits that would result, or
be treated as resulting, from the Spinoff not being tax-free. A more detailed
definition of the term 'Indemnified Taxes' is contained in Section 5.13(b) of
the Merger Agreement.

     Parent will have no obligation to indemnify Indemnified Company
Stockholders if certain factual statements upon which Purchaser is relying are
not true and correct, the representations of certain officers and directors of
the Company are not true and correct or if certain directors or officers of the
Company fail to reasonably cooperate in Parent's defense against any Indemnified
Tax, in each case, however, only if such failure to be true and correct or
failure to cooperate is material to a determination that an Indemnifiable
Disqualification has occurred. Additionally, in the event an Indemnified Company
Stockholder fails to notify Parent as required by the Merger Agreement of the
Indemnified Company Stockholder's receipt of any written question or other
notice from the Internal Revenue Service to the effect that the Internal Revenue
Service is reviewing the Spinoff, or, if Parent exercises its rights pursuant to
the Merger Agreement to conduct the defense against the Indemnified Tax, an
Indemnified Company Stockholder against whom the Internal Revenue Service is
challenging the Spinoff or certain other Indemnified Company Stockholders,
officers or directors of the Company undertake actions described in the Merger
Agreement that would compromise Parent's ability to control the defense against
the Indemnified Tax, Parent's obligation to indemnify will be reduced to the
extent such failure or actions adversely affects Parent's ability to defend
against the Indemnified Tax.

     For purposes of the Merger Agreement, the term 'Tax' is defined to mean all
taxes, chargers, fees, duties, levies, penalties or other assessments imposed by
any federal, state, local or foreign governmental authority, including, but not
limited to, income, gross receipts, excise, property, sales, gain, use, license,
custom duty, unemployment, capital stock, transfer, franchise, payroll,
withholding, social security, minimum, estimated, and other taxes, and any
interest, penalties or additions attributable thereto.

     Purchaser has received the opinion of Kirkland & Ellis, based on
assumptions set forth in such opinion, as well as representations of certain
officers, directors and stockholders of the Company, that the Spinoff will not
fail to qualify as a distribution on which no gain or loss was recognized by
Indemnified Company Stockholders under Section 355 of the Code due to violation
of the 'device' or 'continuity of shareholder interest' requirements of
Section 355 of the Code and the regulations thereunder as a result of (1) the
negotiation, execution and delivery of the Merger Agreement or (2) any of the
transactions contemplated by the Merger Agreement and the Stockholders
Agreement, assuming the transaction is consummated as contemplated.

     Certain Employee Arrangements.

     Pursuant to the Merger Agreement, for a period of not less than one year
following the Share Purchase Date, Parent shall cause the Company to provide to
each person employed by the Company or its subsidiaries immediately prior to the
Share Purchase Date and who remains in the employ of the Company or its
subsidiaries with employee benefits that are generally comparable in the
aggregate to the employee benefits provided to such employees immediately prior
to the date of the Merger Agreement. Pursuant to the Merger Agreement, Parent
shall, or shall cause its subsidiaries to, cause each plan, program or
arrangement made available to such employees after the Share Purchase Date to:

      treat prior service with the Company or its affiliates (to the same extent
      such service is recognized under analogous programs or arrangements of the
      Company or its affiliates prior to

                                       27

      the Share Purchase Date) as service rendered to Parent or its subsidiaries
      for purposes of eligibility and vesting (but not benefit accrual, except
      to the extent required by law);

      give credit for any deductible or co-payment amounts in respect of the
      plan year in which the Share Purchase Date occurs, to the extent that,
      following the Share Purchase Date, such employees participate in any plan
      for which deductible or co-payments are required; and

      waive any preexisting condition which was waived or otherwise covered
      under the terms of any Company plan immediately prior to the Share
      Purchase Date or waiting period limitation which would otherwise be
      applicable to such employees on or after the Share Purchase Date.

     The Merger Agreement also provides that Parent shall:

      establish a severance program (which provides severance benefits of
      1 week pay for every year of service, up to a maximum of 52 weeks)
      covering any domestic, non-union Company employees whose employment may be
      terminated within one year of the Share Purchase Date other than for
      cause, death or disability;

      provide, or arrange to have provided, outplacement appropriate for each
      employee level;

      offer 'pay to stay' benefits for Company employees as appropriate;

      establish a retention program for certain employees of the Company which
      provides for option grants to designated employees under Parent's stock
      option plan following the Share Purchase Date and a Tier 1, Tier 2 and/or
      Tier 3 retention bonus payable by the Company to designated employees. The
      aggregate Black-Scholes value of option grants under the retention program
      will be $4,100,000, including option grants to Messrs. Conforti and
      Guthart, each with a maximum value of $500,000, and four 'significant
      employees' of the Company with an aggregate value of $1,700,000. The
      aggregate value of Tier 1 retention bonuses payable to designated
      employees will be $15,900,000, which will be paid to such 'significant
      employees'. Fifty percent (50%) of each designated employee's Tier 1
      retention bonus will be payable as of the Share Purchase Date. The Harris
      Family will contribute to the Company the amount necessary to fund this
      portion of such employee's Tier 1 retention bonus. The remaining fifty
      percent (50%) of each designated employee's Tier 1 retention bonus will be
      payable in 3 equal installments on the first, second and third
      anniversaries of the Share Purchase Date, in each case unless such
      employee's employment has been terminated prior to such date voluntarily
      or by the Company for cause. Parent will guarantee the Company's
      obligation to pay this portion of such employee's Tier 1 retention bonus.
      The aggregate value of Tier 2 retention bonuses payable to designated
      employees will be $4,100,000, of which $3,500,000 will be payable to such
      'significant employees'. Each designated employee's Tier 2 retention bonus
      will vest on the third anniversary of the Share Purchase Date (i) unless
      such employee's employment has terminated prior to such date and (ii) if,
      and to the extent, 3 year performance targets are achieved by such
      employee. The maximum aggregate value of Tier 3 retention bonuses payable
      to designated employees will be $13,000,000, including Tier 3 retention
      bonuses payable to such 'significant employees' with an aggregate maximum
      value of $5,600,000. Each designated employee's Tier 3 retention bonus
      will vest on the third anniversary of the Share Purchase Date (i) if such
      employee's employment has not terminated prior to such date for any reason
      other than death, disability or cause and (ii) if, and to the extent,
      3 year performance targets are achieved by such employee. Additional
      information regarding the retention program is set forth in a letter
      agreement which is filed as Exhibit (c)(3) to the Schedule 14D-1; and

      establish a corporate office retention, severance and pay-to-stay program,
      which is expected to include P. McCanna and J. Vondrak, providing
      severance benefits of 1 week's pay for every year of service and
      undetermined pay-to-stay benefits on a case-by-case basis.

     The parties have also agreed to enter into an amendment to King Harris'
employment agreement with the Company dated as of January 1, 1996, which
amendment, to be effective as of the Share Purchase Date, provides that:

      all references to 'Company' in the agreement shall refer to Parent on and
      after the Share Purchase Date;

                                       28

      Mr. Harris will initially be President/CEO of the Alarm Components and
      Systems Business of Parent's Home and Building Control Division. Mr.
      Harris' title can be changed to CEO anytime after 90 days following the
      Share Purchase Date;

      Mr. Harris will report to the President of Parent's Home and Building
      Control Division;

      Mr. Harris will be allowed to continue serving on the for-profit and
      not-for-profit boards he currently serves on;

      the employment agreement will have a 2 year term which may be extended on
      a year to year basis by mutual consent. On January 1, 2002, Mr. Harris may
      elect to become a consultant of Parent. As a consultant, he would receive
      $400,000 per year until age 65 and would be required to work no more than
      8 hours per week on the average. He would also be reimbursed for business
      expenses and reasonable office expenses; and

      if Mr. Harris dies, his estate or designated beneficiary will receive 100%
      of the amounts he would have received under the terms of the employment
      agreement.

     The parties have also agreed that the employment agreements between the
Company and Paul R. Gauvreau and Edward J. Schwartz will be amended effective as
of the Share Purchase Date to provide that their employment will terminate one
year thereafter, at which time they will be treated for purposes of the
Company's Change of Control Plan as having been terminated without 'cause'.

     Termination; Fees. The Merger Agreement may be terminated and the Merger
abandoned at any time prior to the Share Purchase Date,

          (a) by mutual written consent of Parent and the Company,

          (b) by either the Company or Parent

             (i) if

                (x) the Offer shall have expired without any Shares being
           purchased therein, or

                (y) the Purchaser shall not have accepted for payment all Shares
           tendered pursuant to the Offer by February 20, 2000, or, in the event
           that the failure of the conditions to the Offer as of February 20,
           2000 is as a result of any waiting periods under applicable laws
           having not expired, or any approvals under applicable laws having not
           been received, by such date, June 30, 2000, provided, that such right
           to terminate will not be available to any party whose failure to
           fulfill any obligation under the Merger Agreement was the cause of,
           or resulted in, the failure of Parent or the Purchaser to purchase
           the Shares on or before such date, or after Purchaser has purchased
           Shares pursuant to the Offer; or

             (ii) if any governmental entity shall have issued an order, decree
        or ruling or taken any other action (which order, decree, ruling or
        other action the parties will use their reasonable efforts to lift), in
        each case permanently restraining, enjoining or otherwise prohibiting
        the acceptance for payment of, or payment for, Shares pursuant to the
        Offer or the Merger and such order, decree, ruling or other action shall
        have become final and non-appealable,

          (c) by the Company

             (i) if Parent, the Purchaser or any of their affiliates shall have
        failed to commence the Offer on or prior to five business days following
        the date of the initial public announcement of the Offer; provided, that
        the Company may not terminate the Merger Agreement pursuant to this
        clause (i) if the Company is at such time in breach of its obligations
        under the Merger Agreement such as to cause a material adverse effect on
        the Company and its subsidiaries, taken as a whole;

             (ii) in connection with entering into a definitive agreement with
        respect to an Acquisition Proposal; provided it has complied with
        certain provisions of the Merger Agreement, including the notice
        provisions described above under 'No Solicitation,' and that it makes
        simultaneous payment of the Termination Fee; or

             (iii) if Parent or the Purchaser shall have breached in any
        material respect any of their respective representations, warranties,
        covenants or other agreements contained in the Merger Agreement, which
        breach cannot be or has not been cured, in all material respects, within
        30 days after the giving of written notice to Parent or the Purchaser,
        as applicable, or

          (d) by Parent

                                       29

             (i) if, due to an occurrence, not involving a breach by Parent or
        the Purchaser of their obligations under the Merger Agreement, which
        makes it impossible to satisfy any of the conditions to the Offer,
        Parent, the Purchaser, or any of their affiliates shall have failed to
        commence the Offer on or prior to five business days following the date
        of the initial public announcement of the offer;

             (ii) if prior to the Share Purchase Date, the Company has breached
        any representation, warranty, covenant or other agreement contained in
        the Merger Agreement which:

                (x) would give rise to the failure of a condition described in
           paragraph (f) or (g) under Annex A to the Merger Agreement (which are
           set forth in clauses (f) and (g) of Section 14), and

                (y) cannot be or has not been cured, in all material respects,
           within 30 days after the giving of written notice to the Company;

             (iii) if either Parent or the Purchaser is entitled to terminate
        the Offer as a result of the occurrence of any event set forth in
        paragraph (e) under Annex A to the Merger Agreement (which is set forth
        in clause (e) of Section 14); or

             (iv) if either Parent or the Purchaser is entitled to terminate the
        Offer as a result of the occurrence of any event set forth in paragraph
        (h) under Annex A to the Merger Agreement (which is set forth in clause
        (h) of Section 14).

          In accordance with the Merger Agreement, if:

             (x) the Company terminates the Merger Agreement pursuant to clause
        (c)(ii) above,

             (y) either the Company or Parent terminates the Merger Agreement
        pursuant to clause (b)(i) above or Parent terminates the Merger
        Agreement pursuant to clause (d)(ii) above and, in the case of this
        subclause (y),

                (a) prior thereto there shall have been publicly announced
           another Acquisition Proposal that is financially superior to the
           Offer and Merger (either at the time it is made or at any time prior
           to the termination of the Merger Agreement) or Indication of
           Interest, and

                (b) an Acquisition Proposal shall be consummated on or prior to
           November 15, 2000, or

             (z) Parent terminates the Merger Agreement pursuant to clause
        (d)(iv) above and, in the case of this subclause (z), an Acquisition
        Proposal on terms financially superior to the Offer and Merger shall be
        consummated on or prior to November 15, 2000,

the Company has agreed to pay to Parent an amount equal to $80,000,000 (the
'Termination Fee'); provided that no Termination Fee will be payable if the
Purchaser or Parent was in material breach of its representations, warranties or
obligations under the Merger Agreement at the time of its termination.

     In addition, if Parent shall terminate the Merger Agreement pursuant to
clause (d)(ii) above, the Company has agreed to pay to Parent an amount equal to
50% of the Termination Fee, which amount shall be payable upon the termination
of the Merger Agreement, and, if an Acquisition Proposal shall be consummated on
or prior to November 15, 2000, the Company has agreed to pay to Parent an amount
equal to the Termination Fee less any amount theretofore paid pursuant to this
sentence no later than the consummation of such Acquisition Proposal.

     Stockholders Agreement

     The following is a summary of certain provisions of the Stockholders
Agreement. This summary is not a complete description of the terms and
conditions of the Stockholders Agreement and is qualified in its entirety by
reference to the full text of the Stockholders Agreement as filed with the
Commission as an exhibit to the Schedule 14D-1 and incorporated herein by
reference. Capitalized terms not otherwise defined below shall have the meanings
set forth in the Merger Agreement or the Stockholders Agreement, as the context
may require. The Stockholders Agreement may be examined, and copies obtained, as
set forth in Section 9 of this Offer to Purchase.

                                       30

     As a condition and inducement to Parent's entering into the Merger
Agreement, the Harris Family Stockholders, concurrently with the execution and
delivery of the Merger Agreement, entered into the Stockholders Agreement with
Parent and Purchaser. Pursuant to the Stockholders Agreement, the Harris Family
Stockholders have agreed to tender, in accordance with the terms of the Offer,
all of the shares beneficially owned by them and subject to the Stockholders
Agreement, promptly following the commencement of the Offer. All Shares
beneficially owned by them, excluding approximately 428,000 Shares which were
reserved for charitable contributions, are subject to the terms of the
Stockholders Agreement and are sometimes referred to as the 'Harris Family
Shares.' The Harris Family Stockholders also agreed not to withdraw from the
Offer any Harris Family Shares tendered pursuant to the Offer unless and until
the Merger Agreement is terminated.

     Pursuant to the Stockholders Agreement, the Stockholders have also granted
to Parent an option to purchase the Harris Family Shares, at an option price of
$45.50 per Share or any higher price paid or to be paid pursuant to the Offer,
during the Option Period (as defined hereinafter). The Option shall become
exercisable, unless earlier terminated, from and after the time and date of an
Option Triggering Event.

     The 'Option Triggering Event' is the first to occur of the following:

      the termination by the Company of the Merger Agreement pursuant to clause
      (c)(ii) of the first paragraph under the heading 'Termination Fees' under
      the heading 'Merger Agreement' above, other than a termination, prior to
      5:00 p.m., New York time, on February 20, 2000, in connection with an
      Acquisition Proposal that is financially superior to the Offer and Merger,
      either at the time it is made or at any time prior to the termination of
      the Merger Agreement, or Indication of Interest (a 'Superior Proposal')
      from any party, or an affiliate of such party, which made an Acquisition
      Proposal or gave an Indication of Interest prior to 12:00 p.m., New York
      time, on February 3, 2000 (such time and date, the 'Initial Offer
      Expiration Date'),

      the termination by Parent of the Merger Agreement pursuant to clause
      (d)(iii) of the first paragraph under the heading 'Termination Fees' under
      the heading 'Merger Agreement' above, other than a termination, prior to
      5:00 p.m., New York time, on February 20, 2000, in connection with a
      Superior Proposal from any party, or an affiliate of such party, which
      made an Acquisition Proposal or gave an Indication of Interest prior to
      the Initial Offer Expiration Date,

      the termination by the Company or Parent of the Merger Agreement pursuant
      to clause (b)(i) of the first paragraph under the heading 'Termination
      Fees' under the heading 'Merger Agreement' above, if prior to such
      termination there shall have been publicly announced a Superior Proposal,
      and

      the termination by Parent of the Merger Agreement pursuant to clause
      (d)(ii) of the first paragraph under the heading 'Termination Fees' under
      the heading 'Merger Agreement above, as a result of the Company's willful
      material breach of a covenant in the 'Merger Agreement' if prior to such
      breach the Company shall have received a Superior Proposal.

     The Option shall terminate (whether or not it shall have become
exercisable) on the time and date of the first to occur of the following:

      the purchase of Shares in the Offer,

      any termination of the Merger Agreement on or prior to the Initial Offer
      Expiration Date,

      the termination of the Merger Agreement after the Initial Offer Expiration
      Date other than in connection with an Option Triggering Event,

      100 days after the beginning of the Option Period, and

      the Initial Offer Expiration Date if, as of such date, there shall have
      been no publicly announced Acquisition Proposal or Indication of Interest
      and all conditions, other than the Minimum Condition, shall have been
      satisfied.

     The period beginning at the time and date the Option shall become
exercisable and ending on the time and date the Option shall terminate is
referred to herein as the 'Option Period.'

     During the Option Period, each Harris Family Stockholder has agreed not to:

      except pursuant to the terms of the Stockholders Agreement and for the
      tender of Shares in the Offer, and for sales, transfers and gifts to other
      Harris Family Stockholders which do not affect

                                       31

      the status of the Harris Family Shares under the Stockholders Agreement,
      offer for sale, sell, transfer, tender, pledge, encumber, assign or
      otherwise dispose of, or enter into any contract, option or other
      arrangement to do so;

      except pursuant to the terms of the Stockholders Agreement, grant any
      proxies or powers of attorney, other than in connection with the Company's
      year 2000 annual meeting or to facilitate performance under the
      Stockholders Agreement; deposit any of their Shares into a voting trust or
      enter into a voting agreement with respect to any of their Shares; or

      take any action that would make any representation or warranty contained
      in the Stockholders Agreement untrue or incorrect or have the effect of
      impairing the ability of the Stockholder to perform the Stockholder's
      obligations under the applicable Stockholders Agreement or preventing or
      delaying the consummation of any of the transactions contemplated by the
      applicable Stockholders Agreement and the Merger Agreement.

     If the Option is exercised and, for any reason, neither Purchaser nor any
third-party shall have acquired 100% of the Shares by a date which is nine
months after such exercise at a price per Share equal to or greater than the
price paid to exercise the Option, then at the election of all of the Harris
Family Stockholders (upon five-days' notice given within ten months after such
exercise) the Option exercise shall be rescinded. Upon any such rescission, the
Harris Family Stockholders is required to return to Parent the aggregate option
consideration previously received by them (plus investment income, if any,
realized thereon) and Parent is required to return to the Harris Family
Stockholders the Harris Family Shares free and clear of any encumbrances (plus
any dividends (and investment income, if any, realized thereon)). Throughout the
period during which the Option is subject to rescission, Parent and Purchaser is
not permitted to take any action which would (i) adversely affect the voting
rights in respect of the Harris Family Shares, but Parent shall be entitled to
exercise full voting rights related to the Harris Family Shares or (ii) cause
the Company to make or pay any special dividends or distributions. The foregoing
notwithstanding, the provisions of this paragraph shall not apply if Purchaser
or one of its affiliates makes, following the exercise of the Option and during
such nine month period, an offer to all holders of Shares to purchase any or all
of their Shares at a price per Share equal to or greater than the price paid to
exercise the Option, which offer shall be subject to no conditions other than
the absence of an injunction.

     Each of the Harris Family Stockholders has agreed to unconditionally
release, as of the Effective Time, any and all claims (other than for
dividends), and causes of action that such Stockholder may have against the
Company or any of its subsidiaries or any present or former director, officer,
employee or agent of the Company or any of its subsidiaries (collectively, the
'Released Parties') resulting from any act, omission or occurrence prior to the
Effective Time.

     Each Harris Family Stockholder has agreed that, in the capacity as a
stockholder, it will not respond to any inquiries or the making of any proposal
by any person or entity (other than Parent or any affiliate of Parent)
concerning any business combination, merger, tender offer, exchange offer, sale
of assets, sale of shares of capital stock or debt securities or similar
transactions involving the Company or any subsidiary, division or operating or
principal business unit of the Company. If any Harris Family Stockholder
receives any such inquiry or proposal, such Stockholder has agreed to promptly
inform Parent of the existence thereof. Prior to the beginning of the Option
Period, the Harris Family Stockholders, in their capacity as stockholders, may
respond to any such inquiry or proposal; after the beginning of the Option
Period, the Harris Family Stockholders are not permitted to respond to any such
inquiry or proposal. Each Harris Family Stockholder has agreed to immediately
cease and cause to be terminated any existing activities, discussions or
negotiations with any parties previously conducted with respect to any of the
foregoing. Nothing contained in the Stockholders Agreement shall prohibit any
Harris Family Stockholder from acting in its capacity as an officer and/or
director.

     Pursuant to the Stockholders Agreement, Parent has agreed to indemnify the
Harris Family Stockholders against any reasonable legal expenses (but not
against liability) incurred by all such Harris Family Stockholders, in their
capacity as such, as a result of any litigation (or threat of litigation)
directly or indirectly related to the Stockholders Agreement up to $100,000 in
the aggregate and one-half of any such expenses in excess of $100,000.

                                       32

     To the extent that the terms of the Stockholders Agreement would cause the
shares of Common Stock to lose their special voting rights, the terms of the
Stockholders Agreement shall be deemed modified ab initio, in whole or in part,
to the extent, but only to the extent, necessary so that the shares of Common
Stock do not lose their special voting rights.

12. PLANS FOR THE COMPANY; OTHER MATTERS.

Plans for the Company

     Parent is conducting a detailed review of the Company and its business,
operations, assets, corporate structure, capitalization, properties, policies,
management and personnel with a view towards determining how to optimally
realize the potential synergies that exist between the operations of the Company
and those of Parent. Following such review, Parent will consider what, if any,
changes would be desirable in light of the circumstances then existing. Such
changes could include, among other things, changes in the Company's business,
corporate structure, certificate of incorporation, by-laws, capitalization or
management. Such review may not be completed until after the consummation of the
Merger. Following the consummation of the Offer and subject to this review, it
is currently anticipated by Parent that the existing management of the Company
will be retained and that the Company will be integrated into Parent's Home and
Building Control business unit and will conduct its business on a basis
generally consistent with the Company's existing plans and programs.

     Assuming the Minimum Condition is satisfied and Purchaser purchases Shares
pursuant to the Offer, Parent will, effective upon the acceptance of Shares for
payment, obtain majority representation on, and control of, the Board. See
'Section 11 -- Merger Agreement -- The Company Board' above. The Merger
Agreement provides that, prior to the Share Purchase Date, the Company will take
all action so that, effective upon the Share Purchase Date, the size of the
Board shall be reduced to eight, all of the directors, other than two of the
non-employee directors, shall resign and six persons designated by Parent prior
to the Share Purchase Date shall be elected to fill the vacancies so created.
The persons to be designated by Parent shall be from among those listed on
Schedule I to this Offer to Purchase. Information about the existing directors
of the Company is set forth in Schedule I to the 14D-9. See Section 11. The
Merger Agreement provides that the directors of Purchaser and the officers of
the Company at the Effective Time of the Merger will, from and after the
Effective Time, be the initial directors and officers, respectively, of the
Surviving Corporation.

     Purchaser or an affiliate of Purchaser may, following the consummation or
termination of the Offer, seek to acquire additional Shares through open market
purchases, privately negotiated transactions, a tender offer or exchange offer
or otherwise, upon such terms and at such prices as it shall determine, which
may be more or less than the price to be paid pursuant to the Offer. Purchaser
and its affiliates also reserve the right to dispose of any or all Shares
acquired by them, subject to the terms of the Merger Agreement.

     Except as disclosed in this Offer to Purchase, and except as may be
effected in connection with the integration of operations referred to above,
neither Parent nor Purchaser has any present plans or proposals that would
result in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of assets,
involving the Company or any of its subsidiaries, or any material changes in the
Company's capitalization, corporate structure, business or composition of its
management or the Board.

Other Matters

     Stockholder Approval. Under the Certificate of Incorporation, the
affirmative vote of holders of Shares entitled to cast at least two-thirds of
the votes that may be cast by all holders of Shares on the Merger (counting the
Class A Stock as entitled to cast 1/10th of a vote per Share) is required to
approve and adopt the Merger Agreement and transactions contemplated thereby.
The Company has represented in the Merger Agreement that the execution and
delivery of the Merger Agreement by the Company and the consummation by the
Company of the transactions contemplated by the Merger Agreement have been duly
authorized by all necessary corporate action on the part of the Company, subject
to the approval of the Merger by the Company's stockholders in accordance with
the DGCL and the Certificate of Incorporation. The Company has also approved the
Merger Agreement and the Stockholders Agreement for purposes of Section 203 of
the DGCL and has represented to Parent and

                                       33

Purchaser that the restrictions on certain business combinations contained in
Section 203 of the DGCL are not applicable to the Merger Agreement, the
Stockholders Agreement and the transactions contemplated thereby. In addition,
the Company has represented that the affirmative vote of the holders of Shares
entitled to cast at least two-thirds of the votes which the outstanding Shares
are entitled to cast at the time on matters other than the election of directors
is the only vote necessary to approve the Merger Agreement and the transactions
contemplated thereby, including the Merger. Therefore, unless the Merger is
consummated pursuant to the short-form merger provisions under the DGCL
described below (in which case no further corporate action by the stockholders
of the Company will be required to complete the Merger), the only remaining
required corporate action of the Company will be the approval of the Merger
Agreement and the transactions contemplated thereby by the affirmative vote of
the holders of at least two-thirds of the votes which the outstanding Shares are
entitled to cast at the time. The Merger Agreement provides that Parent will
vote, or cause to be voted, all of the Shares owned by Parent, Purchaser or any
of Parent's other subsidiaries and affiliates immediately following the Share
Purchase Date in favor of the approval of the Merger and the adoption of the
Merger Agreement. In the event that Parent, Purchaser and Parent's other
subsidiaries acquire in the aggregate Shares representing at least two-thirds of
the votes which the outstanding Shares are entitled to cast at the time on the
approval of the Merger and the Merger Agreement, they would have the ability to
effect the Merger without the affirmative votes of any other stockholders.

     Short-Form Merger. Section 253 of the DGCL provides that, if a corporation
owns at least 90% of the outstanding shares of each class of another
corporation, the corporation holding such stock may merge itself into such
corporation without any action or vote on the part of the board of directors or
the stockholders of such other corporation (a 'short-form merger'). In the event
that Parent, Purchaser and any other subsidiaries of Parent acquire in the
aggregate at least 90% of the outstanding Shares of each class, pursuant to the
Offer or otherwise, then, at the election of Parent, a short-form merger could
be effected without any approval of the Company Board or the stockholders of the
Company, subject to compliance with the provisions of Section 253 of the DGCL.
Additionally, if, immediately prior to the Expiration Date of the Offer (as it
may be extended), the Shares tendered and not withdrawn pursuant to the Offer
constitute less than 90% of the outstanding Shares, Purchaser may extend the
Offer for one or more periods not to exceed an aggregate of seven business days,
notwithstanding that all conditions to the Offer are satisfied as of such
Expiration Date of the Offer, in order to obtain tenders of a sufficient number
of additional Shares to allow it to effect a short-form merger. Even if Parent
and Purchaser do not own 90% of the outstanding Shares of each class following
consummation of the Offer, Parent and Purchaser could seek to purchase
additional Shares in the open market or otherwise in order to reach the 90%
threshold and employ a short-form merger. The per Share consideration paid for
any Shares so acquired may be greater or less than that paid in the Offer.
Parent presently intends to effect a short-form merger if permitted to do so
under the DGCL.

     Appraisal Rights. Holders of the Shares do not have appraisal rights in
connection with the Offer. However, if the Merger is consummated, holders of the
Shares at the Effective Time will have certain rights pursuant to the provisions
of Section 262 of the DGCL including the right to dissent and demand appraisal
of, and to receive payment in cash of the fair value of, their Shares. Under
Section 262 of the DGCL, dissenting stockholders of the Company who comply with
the applicable statutory procedures will be entitled to a judicial determination
of the fair value of their Shares (exclusive of any element of value arising
from the accomplishment or expectation of the Merger) and to receive payment of
such fair value in cash, together with a fair rate of interest thereon, if any.
Any such judicial determination of the fair value of the Shares could be based
upon factors other than, or in addition to, the price per Share to be paid in
the Merger or the market value of the Shares. The value so determined could be
more or less than the price per Share to be paid in the Merger.

THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS UNDER THE DGCL
DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY
STOCKHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE DGCL.
THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO
THE APPLICABLE PROVISIONS OF THE DGCL.

                                       34

     Rule 13e-3. The Commission has adopted Rule 13e-3 under the Exchange Act,
which is applicable to certain 'going private' transactions and which may under
certain circumstances be applicable to the Merger or another business
combination following the purchase of Shares pursuant to the Offer in which
Purchaser seeks to acquire the remaining Shares not held by it. Purchaser
believes, however, that Rule 13e-3 will not be applicable to the Merger because
it is anticipated that the Merger would be effected within one year following
consummation of the Offer and in the Merger stockholders would receive the same
price per Share as paid in the Offer. If Rule 13e-3 were applicable to the
Merger, it would require, among other things, that certain financial information
concerning the Company, and certain information relating to the fairness of the
proposed transaction and the consideration offered to minority stockholders in
such a transaction, be filed with the Commission and disclosed to minority
stockholders prior to consummation of the transaction.

13. DIVIDENDS AND DISTRIBUTIONS.

     As described above, the Merger Agreement provides that during the period
from the date of the Merger Agreement to the Board Appointment Date, the Company
shall not, and shall not permit any of its subsidiaries to, without the prior
consent of Parent, (A) declare, set aside or pay any dividend on, or make any
other distributions (whether in cash, securities or other property) in respect
of, any of its outstanding capital stock (other than, with respect to a
subsidiary of the Company in the ordinary course of business consistent with
past practice), (B) transfer, lease, license, sell, mortgage, pledge, dispose
of, or encumber any assets other than in the ordinary and usual course of
business and consistent with past practice, or incur or modify any indebtedness
or other liability, other than in the ordinary and usual course of business and
consistent with past practice, or (C) redeem, purchase, or otherwise acquire,
directly or indirectly, any of its capital stock; provided, that the Company may
pay the regular quarterly cash dividends not to exceed $.0217 per share of
Common Stock and $.0300 per share of Class A Stock.

14. CONDITIONS TO THE OFFER.

     Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend and amend the Offer at
any time in its sole discretion (subject to the provisions of the Merger
Agreement), the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-l(c) under the Exchange Act (relating to the Purchaser's obligation to pay
for or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and,
subject to the terms of the Merger Agreement, may terminate or amend the Offer
as to any Shares not then paid for, if (i) any applicable waiting period under
the HSR Act has not expired or terminated, (ii) the Minimum Condition has not
been satisfied, or (iii) at any time on or after the date of the Merger
Agreement and before the Share Purchase Date, any of the following events shall
occur:

          (a)(i) there shall be threatened or pending any suit, action or
     proceeding by any Governmental Entity (as defined in the Merger Agreement)
     against the Purchaser, Parent, the Company or any subsidiary of the Company
     or (ii) there shall be instituted or pending any suit, action or proceeding
     before any court which, in the case of either (i) or (ii), in the good
     faith judgment of Parent and Purchaser after consulting with legal counsel,
     is likely to result in any change or effect (or any development that,
     insofar as can reasonably be foreseen, is likely to result in any change or
     effect) that will constitute a Company Material Adverse Effect (as defined
     in the Merger Agreement) or is materially adverse to the ability of Parent
     to consummate the Merger Agreement, the Offer, the acquisition of Shares
     pursuant to the Offer or the Merger, and which in each case of either (i)
     or (ii), is (A) seeking to prohibit or impose any material limitations on
     Parent's or the Purchaser's ownership or operation (or that of any of their
     respective subsidiaries or affiliates) of all or a material portion of the
     businesses or assets of the Company and its subsidiaries taken as a whole,
     or to compel Parent or the Purchaser or their respective subsidiaries and
     affiliates to dispose of or hold separate any material portion of the
     business or assets of the Company or Parent and their respective
     subsidiaries, in each case taken as a whole, (B) challenging the
     acquisition by Parent or the Purchaser of any Shares under the Offer,
     seeking to restrain or prohibit the making or consummation of the Offer or
     the Merger or the performance of any of the other transactions

                                       35

     contemplated by the Merger Agreement, or seeking to obtain from the
     Company, Parent or the Purchaser any damages that are material in relation
     to the Company and its subsidiaries taken as a whole, (C) seeking to impose
     material limitations on the ability of the Purchaser, or render the
     Purchaser unable, to accept for payment, pay for or purchase some or all of
     the Shares pursuant to the Offer and the Merger, (D) seeking to impose
     material limitations on the ability of Purchaser or Parent effectively to
     exercise full rights of ownership of the Shares, including, without
     limitation, the right to vote the Shares purchased by it on all matters
     properly presented to the Company's stockholders, or (E) which otherwise is
     reasonably likely to have a Company Material Adverse Effect; provided, that
     Parent shall employ its commercially reasonable best efforts to oppose,
     contest and resolve any such pending or threatened suit, action or
     proceeding;

          (b) there shall be any statute, rule, regulation, judgment, order or
     injunction enacted, entered, enforced, promulgated, or deemed applicable,
     pursuant to an authoritative interpretation by or on behalf of a Government
     Entity, to the Offer or the Merger, or any other action shall be taken by
     any Governmental Entity, other than the application to the Offer or the
     Merger of applicable waiting periods under HSR Act, that is reasonably
     likely to result, directly or indirectly, in any of the consequences
     referred to in clauses (A) through (E) of paragraph (a) above; provided,
     that Parent shall employ its commercially reasonable best efforts to
     oppose, contest and resolve any such judgment, order, injunction or
     enforcement by any such Government Entity;

          (c) there shall have occurred (i) a declaration of a banking
     moratorium or any suspension of payments in respect of banks in the United
     States (whether or not mandatory), or (ii) any limitation (whether or not
     mandatory) by any United States governmental authority on the extension of
     credit generally by banks or other financial institutions, in each instance
     to the extent, but only to the extent, that such events affect Parent's
     ability to obtain financing for the Offer;

          (d) there shall have occurred any events, changes or effects after the
     date of the Merger Agreement which, either individually or in the
     aggregate, has had or is reasonably likely to have a Company Material
     Adverse Effect; provided that (i) any adverse change in the business
     relationship of the Company or any of its subsidiaries with any of its
     customers as a result of (x) the Company's entering into the Merger
     Agreement or (y) the transactions contemplated by the Merger Agreement,
     (ii) any effect of any such adverse change on the business, assets,
     liabilities, properties, results of operations or financial condition of
     the Company and its subsidiaries, (iii) any adverse effect of any decision
     by any customer of the Company or any of its subsidiaries that accounted
     for 5% or more of the consolidated net sales of the Company for the fiscal
     year ending December 31, 1999 to change the mix or channel of purchasing of
     products ordered or to be ordered from the Company or any of it
     subsidiaries, (iv) any adverse effect on the business relationship between
     the Company and its subsidiaries, on the one hand, and Protection One Alarm
     Monitoring, Inc. and its affiliates, on the other hand, resulting from the
     financial condition of Protection One Alarm Monitoring, Inc. and its
     affiliates and (v) any adverse effect of changes in foreign currency
     exchange shall be excluded when making any determination whether a Company
     Material Adverse Effect has occurred;

          (e)(i) the Company Board or any committee thereof shall have withdrawn
     or modified in a manner adverse to Parent or the Purchaser its approval or
     recommendation of the Offer, the Merger or the Merger Agreement, approved
     or recommended any Acquisition Proposal or, upon the request of Parent,
     failed to reaffirm its approval or recommendation of the Offer, the Merger
     or the Merger Agreement, or (ii) the Company shall have entered into any
     agreement with respect to any Acquisition Proposal in accordance with
     Section 5.4(e) of the Merger Agreement;

          (f) the representations and warranties of the Company set forth in the
     Merger Agreement (which for these purposes shall exclude all qualifications
     or exceptions relating to 'materiality' and/or Company Material Adverse
     Effect) shall not be true and correct, in each case (i) as of the date
     referred to in any representation or warranty which addresses matters as of
     a particular date, or (ii) as to all other representations and warranties,
     as of the date of the Merger Agreement and as of the scheduled expiration
     of the Offer, such that the aggregate effect of all such representations
     and warranties which are not true and correct shall have had or be
     reasonably likely to have a Company Material Adverse Effect;

                                       36

          (g) the Company shall have failed to perform any obligation or to
     comply with any agreement or covenant with the Company to be performed or
     complied with by it under the Merger Agreement other than any failure
     which, except for the provisions of Section 1.3(a) of the Merger Agreement
     would not have, or be reasonably likely to have, either individually or in
     the aggregate, a Company Material Adverse Effect;

          (h) any person (other than any person beneficially owning (as defined
     in Rule 13d-3 promulgated under the Exchange Act), or part of a group
     beneficially owning, 20% or more of the outstanding Shares on the date of
     the Merger Agreement) acquires beneficial ownership of at least 20% (or,
     with respect to any person beneficially owning, or part of a group
     beneficially owning, 10% or more on the date of the Merger Agreement or
     with respect to any group of which such a person may be or become a member,
     25%) of the outstanding Shares;

          (i) the Merger Agreement shall have been terminated in accordance with
     its terms; or

          (j) Kirkland & Ellis shall have withdrawn its tax opinion delivered
     pursuant to Section 5.13 of the Merger Agreement and advised Parent in
     writing that, on account of such counsel's discovery of additional facts (a
     description of which shall be included in such writing) subsequent to the
     date of such opinion establishing that any of the fact statements set forth
     by the Company in a tax schedule are not true and correct, it has become
     such counsel's opinion that it is more likely than not that the Spinoff
     will fail to qualify as a distribution to which Section 355 of the Code
     applies as a result of (1) the negotiation, execution and delivery of the
     Merger Agreement, (2) any of the transactions contemplated by the Merger
     Agreement, or (3) any action or inaction on the part of the Company at or
     before the Share Purchase Date.

     The foregoing conditions are for the sole benefit of Parent and the
Purchaser, may be asserted by Parent or the Purchaser and may be waived by
Parent or the Purchaser in whole or in part at any time and from time to time in
the sole discretion of Parent or the Purchaser, subject in each case to the
terms of the Merger Agreement. The failure by Parent or the Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.

15. CERTAIN LEGAL MATTERS.

     General. Except as described in this Section 15, based on information
provided by the Company, none of the Company, Purchaser or Parent is aware of
(i) any license or regulatory permit that appears to be material to the business
of the Company and its subsidiaries, taken as a whole, that might be adversely
affected by the acquisition of Shares by Parent or Purchaser pursuant to the
Offer, the Merger or otherwise, or (ii) except as set forth herein, any material
approval or other action by any governmental, administrative or regulatory
agency or authority, domestic or foreign, that would be required prior to the
acquisition of Shares by Purchaser pursuant to the Offer, the Merger or
otherwise. Should any such approval or other action be required, Purchaser and
Parent presently contemplate that such approval or other action will be sought,
except as described below under 'State Antitakeover Statutes.' While, except as
otherwise described in this Offer to Purchase, Purchaser does not presently
intend to delay the acceptance for payment of, or payment for, Shares tendered
pursuant to the Offer pending the outcome of any such matter, there can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that failure to obtain
any such approval or other action might not result in consequences adverse to
the Company's business or that certain parts of the Company's business might not
have to be disposed of, or other substantial conditions complied with, in the
event that such approvals were not obtained or such other actions were not taken
or in order to obtain any such approval or other action. If certain types of
adverse action are taken with respect to the matters discussed below, Purchaser
could decline to accept for payment, or pay for, any Shares tendered. See
Section 14 for certain conditions to the Offer, including conditions with
respect to governmental actions.

     State Antitakeover Statutes. Section 203 of the DGCL, in general, prohibits
a Delaware corporation, such as the Company, from engaging in a 'Business
Combination' (defined as a variety of transactions, including mergers) with an
'Interested Stockholder' (defined generally as a person that is the beneficial
owner of 15% or more of the outstanding voting stock of the subject corporation)
for a period of three years following the date that such person became an
Interested Stockholder unless, prior to the date

                                       37

such person became an Interested Stockholder, the board of directors of the
corporation approved either the Business Combination or the transaction that
resulted in the stockholder becoming an Interested Stockholder. The provisions
of Section 203 of the DGCL are not applicable to any of the transactions
contemplated by the Merger Agreement or the Stockholders Agreement, because the
Merger Agreement, the Stockholders Agreement and the transactions contemplated
thereby were approved by the Board prior to the execution thereof.

     A number of states have adopted laws and regulations that purport to apply
to attempts to acquire corporations that are incorporated in such states, or
whose business operations have substantial economic effects in such states, or
which have substantial assets, security holders, employees, principal executive
offices or principal places of business in such states. In Edgar v. MITE Corp.,
the Supreme Court of the United States (the 'Supreme Court') invalidated on
constitutional grounds the Illinois Business Takeover statute, which, as a
matter of state securities law, made certain corporate acquisitions more
difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the
Supreme Court held that the State of Indiana may, as a matter of corporate law
and, in particular, with respect to those aspects of corporate law concerning
corporate governance, constitutionally disqualify a potential acquirer from
voting on the affairs of a target corporation without the prior approval of the
remaining stockholders. The state law before the Supreme Court was by its terms
applicable only to corporations that had a substantial number of stockholders in
the state and were incorporated there.

     Parent and Purchaser do not believe that the antitakeover laws and
regulations of any state other than the State of Delaware will by their terms
apply to the Offer, and, except as set forth above with respect to Section 203
of the DGCL, neither Parent nor Purchaser has attempted to comply with any state
antitakeover statute or regulation. Purchaser reserves the right to challenge
the applicability or validity of any state law purportedly applicable to the
Offer and nothing in this Offer to Purchase or any action taken in connection
with the Offer is intended as a waiver of such right. If it is asserted that any
state antitakeover statute is applicable to the Offer and an appropriate court
does not determine that it is inapplicable or invalid as applied to the Offer,
Purchaser might be required to file certain information with, or to receive
approvals from, the relevant state authorities, and Purchaser might be unable to
accept for payment or pay for Shares tendered pursuant to the Offer or may be
delayed in consummating the Offer. In such case, Purchaser may not be obligated
to accept for payment, or pay for, any Shares tendered pursuant to the Offer.
See Section 14.

     Antitrust. The Offer and the Merger are subject to the HSR Act, which
provides that certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the 'DOJ') and the Federal Trade Commission (the 'FTC')
and certain waiting period requirements have been satisfied.

     Parent intends to file its Notification and Report Form with respect to the
Offer under the HSR Act shortly. The waiting period under the HSR Act with
respect to the Offer will expire at 11:59 p.m., New York City time, on the
fifteenth day after the date Parent's form is filed, unless early termination of
the waiting period is granted. However, the DOJ or the FTC may extend the
waiting period by requesting additional information or documentary material from
Parent or the Company. If such a request is made, such waiting period will
expire at 11:59 p.m., New York City time, on the tenth day after substantial
compliance by Parent with such request. Only one extension of the waiting period
pursuant to a request for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court order or with the
consent of Parent. In practice, complying with a request for additional
information or material can take a significant amount of time. In addition, if
the DOJ or the FTC raises substantive issues in connection with a proposed
transaction, the parties frequently engage in negotiations with the relevant
governmental agency concerning possible means of addressing those issues and may
agree to delay consummation of the transaction while such negotiations continue.
Purchaser will not accept for payment Shares tendered pursuant to the Offer
unless and until the waiting period requirements imposed by the HSR Act with
respect to the Offer have been satisfied. See Section 14.

     The FTC and the DOJ frequently scrutinize the legality under the Antitrust
Laws (as defined below) of transactions such as Purchaser's acquisition of
Shares pursuant to the Offer and the Merger. At any time before or after
Purchaser's acquisition of Shares, the DOJ or the FTC could take such action
under the Antitrust Laws as it deems necessary or desirable in the public
interest, including

                                       38

seeking to enjoin the acquisition of Shares pursuant to the Offer or otherwise
seeking divestiture of Shares acquired by Purchaser or divestiture of
substantial assets of Parent or its subsidiaries. Private parties, as well as
state governments, may also bring legal action under the Antitrust Laws under
certain circumstances. Based upon an examination of information provided by the
Company relating to the businesses in which Parent and the Company are engaged,
Parent and Purchaser believe that the acquisition of Shares by Purchaser will
not violate the Antitrust Laws. Nevertheless, there can be no assurance that a
challenge to the Offer or other acquisition of Shares by Purchaser on antitrust
grounds will not be made or, if such a challenge is made, of the result. See
Section 14 for certain conditions to the Offer, including conditions with
respect to litigation and certain governmental actions.

     As used in this Offer to Purchase, 'Antitrust Laws' shall mean and include
the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the
Federal Trade Commission Act, as amended, and all other Federal and state
statutes, rules, regulations, orders, decrees, administrative and judicial
doctrines, and other laws that are designed or intended to prohibit, restrict or
regulate actions having the purpose or effect of monopolization or restraint of
trade.

     Italian Antitrust. Pursuant to the Norme per la Tutela della Concorrenze e
del Mercato, Parent may be required to provide notice of the Offer to the
Autorita Garantee della Concorranza e del Mercato (the 'AGCM') in advance of its
consummation. Upon such filing, the AGCM will have 30 days to either (i) approve
the indirect transfer of Italian assets that would result from consummation of
the Offer or (ii) institute a full investigation of the effect of the
transactions pursuant to the Merger Agreement on competition in the Italian
economy. Within 45 days of commencing any such investigation, the AGCM will
either (a) approve the consummation of the Offer, (b) prohibit the indirect
transfer of Italian assets, (c) condition such transfer on divestiture of some
portion of such assets or (d) extend the investigation for an additional 30
days.

     German Antitrust. Under German laws and regulations relating to the
regulation of monopolies and competition, certain acquisition transactions may
not be consummated in Germany unless certain information has been furnished to
the German Federal Cartel Office (the 'FCO') and certain waiting period
requirements have been satisfied without issuance by the FCO of an order to
refrain. The purchase of Shares by Purchaser pursuant to the Offer and the
consummation of the Merger may be subject to such requirements. Under such laws,
the FCO has one month (unless earlier terminated by the FCO) from the time of
filing of such information with the FCO to advise the parties of its intention
to investigate the Offer and the Merger, in which case the FCO has four months
from the date of filing in which to take steps to oppose the Offer and the
Merger. Parent intends to file promptly the required notification with the FCO,
if applicable, and request early termination of the one-month period. While
Parent does not believe that there is any basis for the FCO to investigate the
Offer and the Merger, there can be no assurance that the FCO will not
investigate or oppose the transactions or that early termination of the waiting
period will be granted.

     Swedish Competition Law. Under Section 37 of the Swedish Competition Act,
notice of the proposed acquisition must be provided to the Swedish Competition
Authority ('SCA'). The SCA must no later than 30 calendar days after the receipt
of a complete notification either adopt a clearance decision or a decision to
initiate a phase two investigation. During this initial 30-day investigation
period, the parties may not take actions to implement the transaction. If the
SCA has decided to proceed with a phase two investigation, it must within three
months from such a decision, either adopt a clearance decision or initiate
proceedings before the District Court of Stockholm (this time limit may
exceptionally be extended). If the conditions in Section 34 of the Swedish
Competition Act are fulfilled, the Court must prohibit the transaction.

     Other Laws. Parent and the Company conduct operations in a number of other
jurisdictions, including Mexico, Brazil, the United Kingdom and Canada, where
other regulatory filings or approvals may be required or advisable in connection
with the Offer and the Merger. Parent and the Company are currently in the
process of reviewing whether other filings or approvals may be required or
desirable in these other jurisdictions.

16. FEES AND EXPENSES.

     Parent has retained Lehman Brothers on an exclusive basis to render
financial advisory services to Parent concerning its acquisition of the Company
and to act as Dealer Manager in connection with the

                                       39

Offer, pursuant to which Lehman Brothers will receive customary fees upon
consummation of the acquisition. In addition, if the acquisition of the Company
does not occur and Parent or any of its affiliates are paid a break-up,
termination or similar fee by the Company, then the Parent has agreed to pay
Lehman Brothers a customary break-up fee. If the acquisition of the Company does
not occur and no break-up fee is paid, then Parent has agreed to reimburse
Lehman Brothers for its reasonable expenses arising out of Lehman Brothers'
engagement. Parent has also agreed to indemnify Lehman Brothers against certain
liabilities and expenses in connection with its engagement.

     Lehman Brothers has rendered various investment banking services and other
advisory services to Parent and its affiliates in the past and is expected to
continue to render such services, for which they have received and will continue
to receive customary compensation from Parent and its affiliates. In the
ordinary course of business, Lehman Brothers and its affiliates are engaged in
securities trading and brokerage activities as well as investment banking and
financial advisory services. In the ordinary course of their trading and
brokerage activities, Lehman Brothers and its affiliates may hold positions, for
their own account or the account of customers, in equity, debt or other
securities of Parent, the Company or any other company that may be involved in
the Transaction.

     Purchaser and Parent have retained Georgeson to serve as the Information
Agent and The Bank of New York to serve as the Depositary in connection with the
Offer. The Dealer Manager and the Information Agent may contact holders of
Shares by personal interview, mail, telephone, telex, telegraph and other
methods of electronic communication and may request brokers, dealers, commercial
banks, trust companies and other nominees to forward the Offer materials to
beneficial holders. The Information Agent and the Depositary will each receive
reasonable and customary compensation for their services, be reimbursed for
certain reasonable out-of-pocket expenses and be indemnified against certain
liabilities in connection with their services, including certain liabilities and
expenses under the federal securities laws.

     Except as set forth above, neither Parent nor Purchaser will pay any fees
or commissions to any broker or dealer or other person or entity in connection
with the solicitation of tenders of Shares pursuant to the Offer (other than the
Dealer Manager and the Information Agent). Brokers, dealers, banks and trust
companies will be reimbursed by Purchaser for customary mailing and handling
expenses incurred by them in forwarding the Offer materials to their customers.

17. MISCELLANEOUS.

     Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser
shall make a good faith effort to comply with such statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) holders of Shares in such
state. In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of Purchaser by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR PURCHASER NOT CONTAINED HEREIN OR IN THE
LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

     Purchaser and Parent have filed with the Commission the Schedule 14D-1
pursuant to Rule 14d-3 under the Exchange Act, together with exhibits,
furnishing certain additional information with respect to the Offer. In
addition, the Company has filed with the Commission the Schedule 14D-9 pursuant
to Rule 14d-9 under the Exchange Act, setting forth its recommendation with
respect to the Offer and the reasons for its recommendation and furnishing
certain additional related information. Such Schedules and any amendments
thereto, including exhibits, should be available for inspection and copies
should be obtainable in the same manner set forth in Section 9 of this Offer to
Purchase (except that such material will not be available at the regional
offices of the Commission).

                                          HII-2 ACQUISITION CORP.

December 23, 1999

                                       40

                                                                      SCHEDULE I

                        INFORMATION CONCERNING DIRECTORS
                 AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER

     1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Parent. Unless otherwise indicated, each such
person is a citizen of the United States of America and the business address of
each such person is c/o Honeywell International Inc., 101 Columbia Road, Morris
Township, New Jersey 07962.

                              DIRECTORS OF PARENT

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATRIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 -------------------------------------------------
Hans W. Becherer, 64
Deere & Company                              Chairman and Chief Executive Officer of Deere &
One John Deere Place                         Company.
Moline, IL 61265-8098                        Mr. Becherer began his business career with Deere &
                                             Company, a manufacturer of mobile power machinery
                                             and a supplier of financial services, in 1962. After serving
                                             in a variety of managerial and executive positions, he
                                             became a director of Deere in 1986 and was elected
                                             President and Chief Operating Officer in 1987, President
                                             and Chief Executive Officer in 1989 and Chairman and
                                             Chief Executive Officer in 1990. He is also a director of
                                             The Chase Manhattan Corporation and Schering-Plough
                                             Corporation. Mr. Becherer has been a director of Parent
                                             since 1991.
                                          
Gordon M. Bethune, 58 .....................  Chairman of the Board and Chief Executive Officer of
Continental Airlines, Inc.                   Continental Airlines, Inc.
1600 Smith Street                            Mr. Bethune joined Continental Airlines, an international
Houston, TX 77002                            commercial airline company, in February 1994 as President
                                             and Chief Operating Officer. He was elected President and
                                             Chief Executive Officer in November 1994 and Chairman of the
                                             Board and Chief Executive Officer in 1996. From 1988 to
                                             1994, Mr. Bethune served as vice president and general
                                             manager of various divisions of The Boeing Company, a
                                             manufacturer of commercial jetliners and military aircraft,
                                             and he served most recently as vice president and general
                                             manager of the Renton Division of the Commercial Airplane
                                             Group at Boeing. Prior to 1988, Mr. Bethune was senior vice
                                             president of operations for Piedmont Airlines, and he held
                                             senior management positions as vice president of engineering
                                             and maintenance at Western Air Lines, Inc. and at Braniff
                                             Airlines. Mr. Bethune is also a director of Sysco
                                             Corporation. Mr. Bethune was a director of Honeywell Inc.
                                             from April 1999 to December 1999, and has been a director of
                                             Parent since December 1, 1999.

                                      I-1

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 --------------------------------------------------
                                          
Michael R. Bonsignore, 58..................  Chief Executive Officer of Parent. Elected to
                                             become Chairman of the Board of Parent on April 1,
                                             2000, or upon Mr. Bossidy's earlier retirement.
                                             Mr. Bonsignore began his business career at
                                             Honeywell Inc. in 1969. He held various marketing
                                             and operations management positions and became Vice
                                             President of Marine Systems in 1981. In 1983, Mr.
                                             Bonsignore was appointed President of Honeywell
                                             Europe, based in Brussels, Belgium. In 1987, Mr.
                                             Bonsignore returned to Minneapolis as Executive
                                             Vice President, International, and was elected
                                             President of this business in May 1987. In 1990,
                                             Mr. Bonsignore was elected Executive Vice President
                                             and Chief Operating Officer for the International
                                             and Home & Building Control businesses, and was
                                             also elected to Honeywell, Inc.'s Board of
                                             Directors. Mr. Bonsignore was elected Chairman of
                                             the Board and Chief Executive Officer of Honeywell
                                             Inc. in 1993. He became Chief Executive Officer of
                                             Parent on December 1, 1999. Mr. Bonsignore is also
                                             a director of Cargill, Inc., Medtronic, Inc. and
                                             The St. Paul Companies, Inc. Mr. Bonsignore was a
                                             director of Honeywell Inc. from 1990 to December
                                             1999, and has been a director of Parent since
                                             December 1, 1999.
Lawrence A. Bossidy, 64 ...................  Chairman of the Board of Parent until April 1, 2000
                                             or his earlier retirement.
                                             Mr. Bossidy has been Chairman of the Board of
                                             Parent since January 1992 and served as Chief
                                             Executive Officer of Parent from July 1991 until
                                             December 1, 1999. He previously served in a number
                                             of executive and financial positions with General
                                             Electric Company, a diversified services and
                                             manufacturing company, which he joined in 1957. Mr.
                                             Bossidy was Chief Operating Officer of General
                                             Electric Credit Corporation (now General Electric
                                             Capital Corporation) from 1979 to 1981, Executive
                                             Vice President and Sector Executive of GE's
                                             Services and Materials Sector from 1981 to 1984,
                                             and Vice Chairman and Executive Officer of GE from
                                             1984 until he joined the Company. He is a director
                                             of Champion International Corporation, J.P. Morgan
                                             & Co. Incorporated and Merck & Co., Inc. Mr.
                                             Bossidy has been a director of Parent since 1991.

                                      I-2

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 --------------------------------------------------
                                          
Marshall N. Carter, 59 ....................  Chairman and Chief Executive Officer of State
State Street Corporation                     Street Corporation.
225 Franklin Street                          Mr. Carter joined State Street Corporation and its
Boston, MA 02110-2804                        principal subsidiary, State Street Bank and Trust
                                             Company, as President and Chief Operating Officer
                                             in 1991. He became Chief Executive Officer in 1992
                                             and Chairman of the Board in 1993. State Street is
                                             a provider of services to institutional investors
                                             worldwide. Prior to joining State Street, Mr.
                                             Carter was with Chase Manhattan Bank for 15 years,
                                             and before that he served as an officer in the U.S.
                                             Marine Corps. Mr. Carter has been a director of
                                             Parent since March 1999.
Jaime Chico Pardo, 49 .....................  Chief Executive Officer of Telefonos de Mexico,
Telefonos de Mexico, S.A. de C.V.            S.A. de C.V. (TELMEX).
Parque Via #190                              Mr. Chico Pardo joined TELMEX, a telecommunications
Col. Cuauhtemoc                              company based in Mexico City, as its Chief
06599 Mexico, D.F.                           Executive Officer in 1995. From 1993 to 1995, Mr.
                                             Chico Pardo was President and Chief Executive
                                             Officer of Grupo Condumex, S.A. de C.V., a
                                             manufacturer of products for the construction,
                                             automobile and telecommunications industries. Prior
                                             to 1993, Mr. Chico Pardo was President and Chief
                                             Executive Officer of Euzkadi/General Tire de
                                             Mexico, a manufacturer of automotive and truck
                                             tires. Mr. Chico Pardo is also Vice-Chairman of
                                             Carso Global Telecom and a director of Grupo Carso
                                             and Grupo Financiero Inbursa. Mr. Chico Pardo was a
                                             director of Honeywell Inc. from 1998 to December
                                             1999, and has been a director of Parent since
                                             December 1, 1999. Mr. Chico Pardo is a citizen of
                                             Mexico.
Ann M. Fudge, 48 ..........................  Executive Vice President of Kraft Foods, Inc.
Maxwell House and Post Division              Ms. Fudge joined General Foods USA in 1986 and held
Kraft Foods, Inc.                            several planning and marketing positions before
555 South Broadway                           being appointed Executive Vice President and
Tarrytown, NY 10591                          General Manager of the Dinners and Enhancers
                                             Division in 1991. In 1994, she was named President
                                             of Kraft General Foods' Maxwell House Coffee
                                             Company. In 1995, Ms. Fudge assumed her current
                                             position, while continuing to head the Maxwell
                                             House Coffee Division as General Manager. She
                                             became President of Kraft's Maxwell House and Post
                                             Division in 1997. Kraft is the multinational food
                                             business of Philip Morris Companies Inc. Ms. Fudge
                                             is a director of General Electric Company and Liz
                                             Claiborne, Inc. Ms. Fudge has been a director of
                                             Parent since 1993.

                                      I-3

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 --------------------------------------------------
                                          
James J. Howard, 64 .......................  Chairman of the Board, President and Chief
Northern States Power Company                Executive Officer of Northern States Power Company.
414 Nicollet Mall                            Mr. Howard has been Chairman and Chief Executive
Minneapolis, MN 55401-1993                   Officer of Northern States Power, an energy
                                             company, since 1988, and President since 1994.
                                             Prior to 1987, Mr. Howard was President and Chief
                                             Operating Officer of Ameritech Corporation. Mr.
                                             Howard is also a director of Ecolab Inc., the
                                             Federal Reserve Bank of Minneapolis, ReliaStar
                                             Financial and Walgreen Company. Mr. Howard was a
                                             director of Honeywell Inc. from 1990 to December
                                             1999, and has been a director of Parent since
                                             December 1, 1999.
Bruce Karatz, 54 ..........................  Chairman of the Board, President and Chief
Kaufman and Broad Home Corporation           Executive Officer of Kaufman and Broad Home
10990 Wilshire Boulevard                     Corporation.
Los Angeles, CA 90024                        Mr. Karatz was elected President and Chief
                                             Executive Officer of Kaufman and Broad Home
                                             Corporation, an international residential and
                                             commercial builder, in 1986, and Chairman of the
                                             Board in 1993. Mr. Karatz is also a director of
                                             Fred Meyer, Inc. and National Golf Properties, Inc.
                                             Mr. Karatz was a director of Honeywell Inc. from
                                             1992 to December 1999, and has been director of
                                             Parent since December 1, 1999.
Robert P. Luciano, 66 .....................  Chairman Emeritus of Schering-Plough Corporation.
Schering-Plough Corporation                  Mr. Luciano joined Schering-Plough Corporation, a
One Giralda Farms                            manufacturer and marketer of pharmaceuticals and
Madison, NJ 07940                            consumer products, in 1978. He served as President
                                             from 1980 to 1986, Chief Executive Officer from
                                             1982 through 1995, and Chairman of the Board from
                                             1984 through October 1998. He became Chairman
                                             Emeritus in December 1999. He is a director of C.R.
                                             Bard, Inc., Merrill Lynch & Co. and Schering-Plough
                                             Corporation. Mr. Luciano has been a director of
                                             Parent since 1989.
Russell E. Palmer, 65 .....................  Chairman and Chief Executive Officer of The Palmer
The Palmer Group                             Group.
3600 Market Street                           Mr. Palmer established The Palmer Group, a private
Philadelphia, PA 19104                       investment firm, in 1990, after serving seven years
                                             as Dean of The Wharton School of the University of
                                             Pennsylvania. He previously served as Managing
                                             Director and Chief Executive Officer of Touche Ross
                                             International and Managing Partner and Chief
                                             Executive Officer of Touche Ross & Co. (USA) (now
                                             Deloitte and Touche). He is a director of Federal
                                             Home Loan Mortgage Corporation, GTE Corporation,
                                             The May Department Stores Company and Safeguard
                                             Scientifics, Inc. Mr. Palmer has been a director of
                                             Parent since 1987.

                                      I-4

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 --------------------------------------------------
                                          
Ivan G. Seidenberg, 53 ....................  Chairman and Chief Executive Officer of Bell
Bell Atlantic Corporation                    Atlantic Corporation.
1095 Avenue of the Americas                  Mr. Seidenberg assumed his current position with
New York, NY 10036                           Bell Atlantic Corporation, a telecommunications and
                                             information services provider, in January 1999. He
                                             previously served as Vice Chairman, President and
                                             Chief Executive Officer since June 1998, and Vice
                                             Chairman, President and Chief Operating Officer
                                             following the merger of NYNEX Corporation and Bell
                                             Atlantic in 1997. He had joined NYNEX in 1983 and
                                             served in several senior management positions
                                             before becoming a director and Vice Chairman of the
                                             Board in 1991, President and Chief Operating
                                             Officer in 1994, and Chairman and Chief Executive
                                             Officer in 1995. He is also a director of American
                                             Home Products Corporation, Boston Properties, Inc.,
                                             CVS Corporation and Viacom Inc. Mr. Seidenberg has
                                             been a director of Parent since 1995.
Andrew C. Sigler, 68 ......................  Retired Chairman and Chief Executive Officer of
Champion International Corporation           Champion International Corporation.
One Champion Plaza                           Mr. Sigler began his career at Champion
Stamford, CT 06921                           International Corporation, a paper and forest
                                             products company, in 1956. He was elected President
                                             and Chief Executive Officer in 1974 and served as
                                             Chairman and Chief Executive Officer from 1979
                                             until his retirement in 1996. He is a director of
                                             The Chase Manhattan Corporation and General
                                             Electric Company. Mr. Sigler has been a director of
                                             Parent since 1994.
John R. Stafford, 62 ......................  Chairman, President and Chief Executive Officer of
American Home Products Corporation           American Home Products Corporation.
Five Giralda Farms                           Mr. Stafford has held a number of positions with
Madison, NJ 07940-0874                       American Home Products, a manufacturer of
                                             pharmaceutical, health care, animal health and
                                             agricultural products, since joining that company
                                             in 1970. He served as General Counsel, Vice
                                             President, Senior Vice President and Executive Vice
                                             President before becoming President in 1981, an
                                             office he held until 1990 and which he resumed in
                                             early 1994. Mr. Stafford was elected Chairman of
                                             the Board and Chief Executive Officer in 1996. He
                                             is also a director of Bell Atlantic Corporation,
                                             The Chase Manhattan Corporation and Deere &
                                             Company. Mr. Stafford has been a director of Parent
                                             since 1993.

                                      I-5

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 --------------------------------------------------
                                          
Michael W. Wright, 61 .....................  Chairman of the Board, President and Chief
SUPERVALUE INC.                              Executive Officer, SUPERVALU INC.
11840 Valley View Road                       Mr. Wright was elected President and Chief
Minneapolis, MN 55440                        Operating Officer of SUPERVALU INC., a major food
                                             distributor and retailer, in 1978, Chief Executive
                                             Officer in 1981, and Chairman of the Board in 1982.
                                             He joined SUPERVALU INC. as Senior Vice President
                                             of Administration and as a member of the board of
                                             directors in 1977. Prior to 1977, Mr. Wright was a
                                             partner in the law firm of Dorsey & Whitney. Mr.
                                             Wright is also a director of Cargill, Inc.,
                                             Musicland Stores Corporation, and Wells Fargo and
                                             Company. Mr. Wright was a director of Honeywell
                                             Inc. from 1987 to December 1999, and has been a
                                             director of Parent since December 1, 1999.

                                      I-6

                          EXECUTIVE OFFICERS OF PARENT

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATRIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 -------------------------------------------------
                                          
Lawrence A. Bossidy, 64.                     Chairman of the Board of Parent since January 1992,
                                             Chief Executive Officer of Parent from July 1991 through
                                             December 1, 1999.
Michael R. Bonsignore, 58..................  Chief Executive Officer of Parent since December 1,
                                             1999. Chairman of the Board and Chief Executive Officer
                                             of Honeywell Inc. from April 1993 through December 1,
                                             1999.
Giannantonio Ferrari, 60...................  Chief Operating Officer and Executive Vice President of
                                             Parent with responsibility for all non-aerospace
                                             businesses since December 1, 1999. President and Chief
                                             Operating Officer of Honeywell Inc. from April 1997
                                             through December 1, 1999. President of Honeywell Europe
                                             S.A. from January 1992 to March 1997. Mr. Ferrari is a
                                             citizen of Belgium.
Robert D. Johnson, 52......................  Chief Operating Officer and Executive Vice President of
                                             Parent with responsibility for aerospace businesses
                                             since December 1, 1999. President and Chief Executive
                                             Officer of AlliedSignal Aerospace from April 1999
                                             through December 1, 1999. President -- Aerospace
                                             Marketing, Sales and Service of Parent from January 1999
                                             until March 1999. President -- Electronic & Avionics
                                             Systems of Allied from October 1997 to December 1998.
                                             Vice President and General Manager, Aerospace Services
                                             of Parent from 1994 to October 1997. Group Vice
                                             President, Manufacturing and Services of AAR Corp. from
                                             1993 to 1994.
Peter M. Kreindler, 54.....................  Senior Vice President and General Counsel of Parent
                                             since March 1992. Secretary of Parent from December 1994
                                             until December 1, 1999.
James T. Porter, 47........................  Senior Vice President -- Information and Business
                                             Services of Parent since December 1, 1999. Vice
                                             President and Chief Administrative Officer of Honeywell
                                             Inc. from January 1998 through December 1, 1999.
                                             Corporate Vice President, Human Resources of Honeywell
                                             Inc. from May 1993 to December 1997.
Donald J. Redlinger, 55....................  Senior Vice President -- Human Resources and
                                             Communications of Parent since February 1995. Senior
                                             Vice President -- Human Resources of Parent from January
                                             1991 to January 1995.
Richard F. Wallman, 48.....................  Senior Vice President and Chief Financial Officer of
                                             Parent since March 1995. Vice President and Controller
                                             of International Business Machines Corp. from April 1994
                                             to February 1995. General Assistant Controller of
                                             International Business Machines from October 1993 to
                                             March 1994.

                                      I-7

     2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Purchaser. Unless otherwise indicated, each
such person is a citizen of the United States of America, and the business
address of each such person is c/o Honeywell International, Inc., 101 Columbia
Road, Morris Township, New Jersey 07962.

                             DIRECTORS OF PURCHASER

                                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE                                 MATRIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------                                 -------------------------------------------------
                                          
Peter M. Kreindler, 54.                      See description above.
Victor P. Patrick, 41......................  Deputy General Counsel, Corporate and Finance, of
                                             Parent since April 1999. Vice President and General
                                             Counsel of AlliedSignal Aerospace Equipment Systems
                                             from November 1997 until April 1999. Associate
                                             General Counsel, Corporate and Finance, of Parent
                                             from January 1996 until October 1997. Assistant
                                             General Counsel, Corporate and Finance, of Parent
                                             from November 1994 until December 1995.
George Van Kula, 36........................  General Counsel for Parent's Home & Building
                                             Control -- Solutions and Services business unit
                                             since December 1, 1999. Vice President and
                                             Associate General Counsel of Honeywell Inc. since
                                             September 1997. Assistant General Counsel of
                                             Honeywell Inc. from December 1996 until September
                                             1997. An attorney for the law firm of Latham &
                                             Watkins for more than five years prior thereto.
                                EXECUTIVE OFFICERS OF PURCHASER
Giannantonio Ferrari, 60...................  Chairman of the Board of Purchaser. Mr. Ferrari is
                                             a citizen of Belgium. See description above.
Kevin Gilligan, 45.........................  President of the Purchaser. President of Parent's
                                             Home and Building Controls -- Solutions and
                                             Services business unit since December 1, 1999.
                                             President of Honeywell Inc.'s Home and Building
                                             Control-Solutions and Services Division from
                                             September 1997 until December 1999. Vice President
                                             and General Manager of the North American region of
                                             Honeywell Inc.'s Home and Building Controls
                                             business from May 1994 until September 1997. Vice
                                             President of Honeywell Inc.'s Building Control
                                             business in Europe from October 1992 until May
                                             1994.
Philip M. Palazzari, 52....................  Vice President and Treasurer of Purchaser. Mr.
                                             Palazzari has been Vice President and Chief
                                             Financial Officer of Parent's non-aerospace
                                             businesses since December 1, 1999. Previously, Mr.
                                             Palazzari was Vice President and Controller of
                                             Honeywell Inc. from October 1994 until December
                                             1999.
George Van Kula, 36........................  Secretary of Purchaser. See description above.

                                      I-8

    Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each stockholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary, at the applicable address set forth below:

                        The Depositary for the Offer is:
                              THE BANK OF NEW YORK

                By Overnight, Certified or Express Mail Delivery

                                                                        
             By Mail:                      By Facsimile Transmission:            By Hand or Overnight Courier:
   Tender & Exchange Department         (For Eligible Institutions Only)         Tender & Exchange Department
          P.O. Box 11248                         (212) 815-6213                       101 Barclay Street
       Church Street Station             Confirm Facsimile by Telephone:          Receive and Deliver Window
   New York, New York 10286-1248                 (800) 507-9357                    New York, New York 10286

    Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
the other tender offer documents may be directed to the Information Agent (or
Dealer Manager), at the respective address and telephone number set forth below.
Stockholders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.

                    The Information Agent for the Offer is:
                   GEORGESON SHAREHOLDER COMMUNICATIONS INC.

                          17 State Street, 10th Floor
                            New York, New York 10004
                 Banks and Brokers Call Collect: (212) 440-9800
                   All Others Call Toll Free: (800) 223-2064

                      The Dealer Manager for the Offer is:
                                LEHMAN BROTHERS
                          Three World Financial Center
                          200 Vesey Street, 18th Floor
                            New York, New York 10285
                 Call Collect: (212) 526-5012 or (212) 526-2864

                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                               AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION
           PURSUANT TO THE OFFER TO PURCHASE DATED DECEMBER 23, 1999
                                       TO
                            HII-2 ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                          HONEYWELL INTERNATIONAL INC.

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
    CITY TIME, ON THURSDAY, FEBRUARY 3, 2000, UNLESS THE OFFER IS EXTENDED.

                        The Depositary for the Offer is:
                              THE BANK OF NEW YORK

                                                                        
               By Mail:                      By Facsimile Transmission:           By Hand or Overnight Courier:
     Tender & Exchange Department         (For Eligible Institutions Only)         Tender & Exchange Department
            P.O. Box 11248                         (212) 815-6213                       101 Barclay Street
        Church Street Station             Confirm Facsimile by Telephone:           Receive and Deliver Window
    New York, New York 10286-1248                  (800) 507-9357                    New York, New York 10286

    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

    THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

                                         DESCRIPTION OF SHARES TENDERED
      NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
       (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)                            SHARES TENDERED
             APPEAR(S) ON SHARE CERTIFICATE(S))                   (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
                                                                                    TOTAL NUMBER
                                                                                     OF SHARES
                                                                                   REPRESENTED BY       NUMBER
                                                                CERTIFICATE            SHARE           OF SHARES
                                                                NUMBER(S)(1)     CERTIFICATE(S)(1)    TENDERED(2)
__________________________________________________________________________________________________________________

                                                               ___________________________________________________

                                                               ___________________________________________________

                                                               ___________________________________________________

                                                               TOTAL SHARES
___________________________________________________________________________________________________________________

(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
    by Share certificates delivered to the Depositary are being tendered
    hereby. See Instruction 4.

    This Letter of Transmittal is to be used by stockholders of Pittway
Corporation if certificates for Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Instruction 2
below) is utilized, if delivery of Shares is to be made by book-entry transfer
to an account maintained by the Depositary at the Book-Entry Transfer Facility
(as defined in, and pursuant to the procedures set forth in, Section 3 of the
Offer to Purchase). Stockholders who deliver Shares by book-entry transfer are
referred to herein as 'Book-Entry Stockholders' and other stockholders who
deliver Shares are referred to herein as 'Certificate Stockholders.'

    Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase) with respect to, their Shares and
all other documents required hereby to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase) must tender their Shares
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

                      NOTE: SIGNATURES MUST BE PROVIDED BELOW.

        PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL
                                   CAREFULLY.

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
    THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
    THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
    DELIVER SHARES BY BOOK-ENTRY TRANSFER):

    Name of Tendering Institution: _____________________________________________

    Account Number: ____________________________________________________________

    Transaction Code Number:____________________________________________________

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
    FOLLOWING:

    Name(s) of Registered Owner(s):_____________________________________________

    Window Ticket Number (if any):______________________________________________

    Date of Execution of Notice of Guaranteed Delivery:_________________________

    Name of Institution which Guaranteed Delivery:______________________________

    If delivered by Book-Entry Transfer, check box: [ ]

    Account Number: ____________________________________________________________

    Transaction Code Number: ___________________________________________________

                                       2

Ladies and Gentlemen:

    The undersigned hereby tenders to HII-2 Acquisition Corp., a Delaware
corporation ('Purchaser') and a wholly owned subsidiary of Honeywell
International Inc., a Delaware corporation ('Parent'), the above-described
shares of Common Stock of the par value of $1.00 per share (the 'Common Stock'),
and shares of Class A Stock of the par value of $1.00 per share (the 'Class A
Stock', and, together with the Common Stock, the 'Shares'), of Pittway
Corporation, a Delaware corporation (the 'Company'), pursuant to Purchaser's
offer to purchase all of the outstanding Shares at a price of $45.50 per Share,
net to the seller in cash, without interest (such price, or any such higher
price as may be paid in the offer, the 'Offer Price') upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 23, 1999 and
in this Letter of Transmittal (which, as amended or supplemented from time to
time, collectively constitute the 'Offer'). The undersigned understands that
Purchaser reserves the right to transfer or assign, in whole at any time, or in
part from time to time, to one or more of its affiliates, the right to purchase
all or any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer. Receipt of the Offer is hereby acknowledged.

    The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 20, 1999 (the 'Merger Agreement'), by and among Parent, Purchaser
and the Company.

    Upon the terms and subject to the conditions of the Offer (including if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), subject to, and effective upon, acceptance for payment of, and
payment for, the Shares tendered herewith in accordance with the terms of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, Purchaser all right, title and interest in and to all the Shares that are
being tendered hereby (and any and all non-cash dividends, distributions,
rights, other Shares or other securities issued or issuable in respect thereof
on or after the date of the Merger Agreement (collectively, 'Distributions'))
and irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
all Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver certificates for such Shares (and any and all Distributions), or
transfer ownership of such Shares (and any and all Distributions) on the account
books maintained by the Book-Entry Transfer Facility, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of Purchaser, (ii) present such Shares (and any and all Distributions)
for transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
and all Distributions), all in accordance with the terms of the Offer.

    By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Peter M. Kreindler, Victor P. Patrick, Philip M. Palazzari and George
Van Kula in their respective capacities with Purchaser or Parent, and any
individual who shall thereafter succeed to any such office of Purchaser or
Parent, and each of them, as the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution and resubstitution, to vote at
any annual or special meeting of the Company's stockholders or any adjournment
or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, to execute any written consent concerning any matter as
each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, and to otherwise act as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, all of the Shares (and any and all Distributions)
tendered hereby and accepted for payment by Purchaser. This appointment will be
effective if and when, and only to the extent that, Purchaser accepts such
Shares for payment pursuant to the Offer. This power of attorney and proxy are
irrevocable and are granted in consideration of the acceptance for payment of
such Shares in accordance with the terms of the Offer. Such acceptance for
payment shall, without further action, revoke any prior powers of attorney and
proxies granted by the undersigned at any time with respect to such Shares (and
any and all Distributions), and no subsequent powers of attorney, proxies,
consents or revocations may be given by the undersigned with respect thereto
(and, if given, will not be deemed effective). Purchaser reserves the right to
require that, in order for Shares (or other Distributions) to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any and all Distributions), including voting at any
meeting of the Company's stockholders.

    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, that the undersigned owns the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), that the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when
the same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances and the same will not
be subject to any adverse claims. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Depositary or Purchaser to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price,
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.

    All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.

    The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms or conditions of any such extension
or amendment). Without limiting the foregoing, if the price to be paid in the
Offer is amended in accordance with the Merger Agreement, the price to be paid
to the undersigned will be the amended price notwithstanding the fact that a
different price is stated in this Letter of Transmittal. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
Purchaser may not be required to accept for payment any of the Shares tendered
hereby.

                                       3

    Unless otherwise indicated under 'Special Payment Instructions,' please
issue the check for the purchase price of all Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing above under 'Description of Shares Tendered.'
Similarly, unless otherwise indicated under 'Special Delivery Instructions,'
please mail the check for the purchase price of all Shares purchased and/or
return any certificates for Shares not tendered or not accepted for payment (and
any accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under 'Description of Shares Tendered.' In the event
that the boxes entitled 'Special Payment Instructions' and 'Special Delivery
Instructions' are both completed, please issue the check for the purchase price
of all Shares purchased and/or return any certificates evidencing Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) in the name(s) of, and deliver such check and/or return any such
certificates (and any accompanying documents, as appropriate) to, the person(s)
so indicated. Unless otherwise indicated herein in the box entitled 'Special
Payment Instructions,' please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
Purchaser has no obligation, pursuant to the 'Special Payment Instructions,' to
transfer any Shares from the name of the registered holder thereof if Purchaser
does not accept for payment any of the Shares so tendered.

[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING THE SHARES THAT YOU OWN
    HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.

    Number of the Shares represented by lost, destroyed or stolen
 certificates: ________________________

                           SPECIAL PAYMENT INSTRUCTIONS
                         (SEE INSTRUCTIONS 1, 5, 6 AND 7)

      To be completed ONLY if the check for the purchase price of the Shares
    accepted for payment is to be issued in name of someone other than the
    undersigned, if certificates for the Shares not tendered or not accepted
    for payment are to be issued in the name of someone other than the
    undersigned or if Shares tendered hereby and delivered by book-entry
    transfer that are not accepted for payment are to be returned by credit
    to an account maintained at a Book-Entry Transfer Facility other than the
    account indicated above.
    Issue check and/or the Share certificate(s) to:

      Name: _________________________________________________________________
                                  (PLEASE PRINT)

    Address: ________________________________________________________________

    _________________________________________________________________________

      _______________________________________________________________________
                               (INCLUDE ZIP CODE)

    _________________________________________________________________________
                (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                             (SEE SUBSTITUTE FORM W-9)

    Credit the Shares delivered by book-entry transfer and not purchased to
    the Book-Entry Transfer Facility account:

   __________________________________________________________________________
                                (ACCOUNT NUMBER)

                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)

     To be completed ONLY if certificates for the Shares not tendered or not
   accepted for payment and/or the check for the purchase price of Shares
   accepted for payment is to be sent to someone other than the undersigned
   or to the undersigned at an address other than that shown under
   'Description of Shares Tendered.'

   Mail check and/or the Share certificates to:

   Name: ____________________________________________________________________
                                 (PLEASE PRINT)

   Address: _________________________________________________________________

   __________________________________________________________________________

   __________________________________________________________________________
                             (INCLUDE ZIP CODE)

   __________________________________________________________________________
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                           (SEE SUBSTITUTE FORM W-9)

                                4

                                   SIGN HERE
                   (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)

________________________________________________________________________________
________________________________________________________________________________
                        (SIGNATURE(S) OF STOCKHOLDER(S)
Dated: ______________________________

(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)

Name(s) ________________________________________________________________________
________________________________________________________________________________
                                 (PLEASE PRINT)
Name of Firm____________________________________________________________________
Capacity (full title)___________________________________________________________
                              (SEE INSTRUCTION 5)
ADDRESS ________________________________________________________________________
________________________________________________________________________________
                             (INCLUDE ZIP CODE)
________________________________________________________________________________
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or Social Security Number ______________________________
                                                  (SEE SUBSITUTE FORM W-9)

                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTIONS 1 AND 5)

Authorized Signature(s) ________________________________________________________
Name(s) ________________________________________________________________________
________________________________________________________________________________
                                 (PLEASE PRINT)
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
                             (INCLUDE ZIP CODE)
________________________________________________________________________________
Area Code and Telephone Number _________________________________________________

                                       5

                                  INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, unless such registered holder(s) has completed either the box
entitled 'Special Payment Instructions' or the box entitled 'Special Delivery
Instructions' on the Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an 'Eligible Institution'). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.

     2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by stockholders of the
Company either if Share certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if delivery of Shares is to be made by book-entry
transfer pursuant to the procedures set forth herein and in Section 3 of the
Offer to Purchase. For a stockholder to validly tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), together with any required signature guarantees or an
Agent's Message (in connection with book-entry transfer) and any other required
documents, must be received by the Depositary at one of its addresses set forth
herein prior to the Expiration Date and either (i) certificates for tendered
Shares must be received by the Depositary at one of such addresses prior to the
Expiration Date or (ii) Shares must be delivered pursuant to the procedures for
book-entry transfer set forth herein and in Section 3 of the Offer to Purchase
and a Book-Entry Confirmation must be received by the Depositary prior to the
Expiration Date or (b) the tendering stockholder must comply with the guaranteed
delivery procedures set forth herein and in Section 3 of the Offer to Purchase.

     Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot comply with the book-entry
transfer procedures on a timely basis may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth herein and in Section 3 of the Offer to
Purchase.

     Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Shares, in proper form for transfer (or
a Book-Entry Confirmation with respect to all tendered Shares), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A 'trading day' is any day on
which the New York Stock Exchange is open for business.

     The term 'Agent's Message' means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.

     The signatures on this Letter of Transmittal cover the Shares tendered
hereby.

     THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

                                       6

     No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of acceptance of their Shares for payment.

     3. INADEQUATE SPACE. If the space provided herein under 'Description of
Shares Tendered' is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.

     4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares that are to be tendered in the box entitled 'Number of
Shares Tendered.' In any such case, new certificate(s) for the remainder of the
Shares that were evidenced by the old certificates will be sent to the
registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the Expiration Date or the
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.

     5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.

     If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.

     If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.

     If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such Share certificates
or stock powers must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.

     6. STOCK TRANSFER TAXES. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
transfer and sale of any Shares to it or its order pursuant to the Offer. If,
however, payment of the purchase price of any Shares purchased is to be made to,
or if certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares purchased unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

     EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES TENDERED HEREBY.

     7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
Share certificates for Shares not accepted for payment or not tendered are to be
issued in the name of and/or returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent, and/or such certificates are
to be returned, to a person other than the signer of this Letter of Transmittal,
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Any stockholder(s) delivering

                                       7

Shares by book-entry transfer may request that Shares not purchased be credited
to such account maintained at the Book-Entry Transfer Facility as such
stockholder(s) may designate in the box entitled 'Special Payment Instructions.'
If no such instructions are given, any such Shares not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above as the account from which such Shares were delivered.

     8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance or additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and phone numbers set forth below, or from brokers, dealers,
commercial banks or trust companies.

     9. WAIVER OF CONDITIONS. Subject to the Merger Agreement, Purchaser
reserves the absolute right in its sole discretion to waive, at any time or from
time to time, any of the specified conditions of the Offer (other than the
Minimum Condition), in whole or in part, in the case of any Shares tendered.

     10. BACKUP WITHHOLDING. In order to avoid 'backup withholding' of federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such stockholder's correct taxpayer identification number ('TIN') on
Substitute Form W-9 in this Letter of Transmittal and certify, under penalties
of perjury, that such TIN is correct and that such stockholder is not subject to
backup withholding.

     Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.

     The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed 'Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9' for additional guidance on which
number to report.

     The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.

     Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed 'Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9' for more instructions.

     11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares lost. The stockholder will then be instructed as to the steps that must
be taken in order to replace the Share certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share certificates have been followed.

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED
SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION
DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR
GUARANTEED DELIVERY.

                                       8

                           IMPORTANT TAX INFORMATION

     Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his or her social security number. If a tendering stockholder is subject to
backup withholding, such stockholder must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is not provided
with the correct taxpayer identification number, the stockholder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such stockholder with respect to Shares purchased pursuant to
the Offer may be subject to backup withholding.

     Certain stockholders (including, among others, all corporations, and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Depositary. Exempt stockholders, other than
foreign individuals, should furnish their TIN, write 'Exempt' on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.

     If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

     To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).

WHAT NUMBER TO GIVE THE DEPOSITARY

     The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, such stockholder
should write 'Applied For' in the space provided for in the TIN in Part 1, and
sign and date the Substitute Form W-9. If 'Applied For' is written in Part I and
the Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is provided to
the Depositary.

                                       9

                 TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS.
                              (SEE INSTRUCTION 10)

                                                                                          
                                 PAYOR'S NAME: THE BANK OF NEW YORK

      SUBSTITUTE                 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE
       FORM W-9                  BOX AT RIGHT AND CERTIFY BY SIGNING AND                   Social Security Number
  DEPARTMENT OF THE              DATING BELOW                                      (If awaiting TIN write 'Applied For')
  TREASURY, INTERNAL                                                               OR_______________________________
   REVENUE SERVICE                                                                     Employer Identification Number
 PAYER'S REQUEST FOR                                                               (If awaiting TIN write 'Applied For')
       TAXPAYER                  PART 2 -- Certificate-Under penalties of perjury, I certify that:
    IDENTIFICATION               (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
    NUMBER ('TIN')               waiting for a number to be issued for me), and
                                 (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding,
                                 or (b) I have not been notified by the Internal Revenue Service (the 'IRS') that I am subject
                                     to backup withholding as a result of a failure to report all interest or dividends, or
                                     (c) the IRS has notified me that I am no longer subject to backup withholding.
                                 CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by
                                 the IRS that you are currently subject to backup withholding because of under-reporting
                                 interest or dividends on your tax returns. However, if after being notified by the IRS that
                                 you are subject to backup withholding, you receive another notification from the IRS that you
                                 are no longer subject to backup withholding, do not cross out such item (2). (Also see
                                 instructions in the enclosed Guidelines).

                                 SIGNATURE:__________________   DATE:_____________________
                                 PART 3 -- Awaiting TIN [ ]

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
      REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
                            THE SUBSTITUTE FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a Taxpayer Identification Number to the Depositary by
the time of payment, 31% of all reportable payments made to me thereafter will
be withheld, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number to the Depositary within sixty (60)
days.

                                              
Signature:________________________________  Date:_____________________________

                                       10

     Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager as set forth below:

                    The Information Agent for the Offer is:

                    GEORGESON SHAREHOLDER COMMUNICATIONS INC.

                          17 State Street, 10th Floor
                            New York, New York 10004
                 Banks and Brokers Call Collect (212) 440-9800
                    All Others Call Toll Free (800) 223-2064

                      The Dealer Manager for the Offer is:
                                LEHMAN BROTHERS
                          Three World Financial Center
                          200 Vesey Street, 18th Floor
                            New York, New York 10285
                 Call Collect: (212) 526-5012 or (212) 526-2864

                         NOTICE OF GUARANTEED DELIVERY
                                       TO
                         TENDER SHARES OF COMMON STOCK
                               AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION

     This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of Common Stock of the par value of $1.00 per share (the
'Common Stock'), or shares of Class A Stock of the par value of $1.00 per share
(the 'Class A Stock', and together with the Common Stock, the 'Shares'), of
Pittway Corporation, a Delaware corporation, are not immediately available, if
the procedure for book-entry transfer cannot be completed prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase dated
December 23, 1999 (the 'Offer to Purchase')), or if time will not permit all
required documents to reach the Depositary prior to the Expiration Date. Such
form may be delivered by hand, transmitted by facsimile transmission or mailed
to the Depositary. See Section 3 of the Offer to Purchase.

                        The Depositary for the Offer is:
                              THE BANK OF NEW YORK

                                                                
             By Mail:                  By Facsimile Transmission:       By Hand or Overnight Courier:

   Tender & Exchange Department     (For Eligible Institutions Only)     Tender & Exchange Department
          P.O. Box 11248                     (212) 815-6213                   101 Barclay Street
      Church Street Station         Confirm Facsimile by Telephone:       Receive and Deliver Window
  New York, New York 10286-1248              (800) 507-9357                New York, New York 10286

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN 'ELIGIBLE INSTITUTION'
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

              The Guarantee on the Reverse Side Must Be Completed

Ladies and Gentlemen:

    The undersigned hereby tenders to HII-2 Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Honeywell International Inc., a
Delaware corporation, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the 'Offer'),
receipt of which is hereby acknowledged, the number of shares set forth below of
Common Stock of the par value of $1.00 per share (the 'Common Stock'), and/or
Class A Stock of the par value of $1.00 per share (the 'Class A Stock', and
together with the Common Stock, the 'Shares'), of Pittway Corporation, a
Delaware corporation, pursuant to the guaranteed delivery procedures set forth
in Section 3 of the Offer to Purchase.

   Number of Shares of Common Stock: ________________________________________

   Number of Shares of Class A Stock: _______________________________________

   Certificate Nos. (if available):
   __________________________________________________________________________

   __________________________________________________________________________

   Check box if Shares will be tendered by
   book-entry transfer: [ ]

   Account Number: __________________________________________________________

   Dated: ___________________________________________________________________

   Name(s) of Record Holder(s):

   __________________________________________________________________________

   __________________________________________________________________________
                                  PLEASE PRINT

   Address(es):______________________________________________________________

   __________________________________________________________________________

   __________________________________________________________________________
                                                                     ZIP CODE

   Area Code and Telephone No.:

   __________________________________________________________________________

   __________________________________________________________________________

   Signature(s): ____________________________________________________________

   __________________________________________________________________________

                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

    The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, guarantees to deliver to the Depositary
either certificates representing the Shares tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, in each case with delivery
of a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase), and any other documents required by the
Letter of Transmittal, within three trading days (as defined in the Offer to
Purchase) after the date hereof.

    The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.

                                             
Name of Firm:_________________________________      _____________________________
                                                        AUTHORIZED SIGNATURE
Address: _____________________________________      _____________________________
                                                              PLEASE PRINT
______________________________________________      _____________________________
                                   (ZIP CODE)
                                                    Dated: ______________________
Area Code and Telephone No.:__________________

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD
      BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

                                       2

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                               AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION
                                       AT
                              $45.50 NET PER SHARE
                                       BY
                            HII-2 ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                          HONEYWELL INTERNATIONAL INC.

     THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 3, 2000,
                UNLESS THE OFFER IS EXTENDED.

                                                               December 23, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

    We have been appointed by HII-2 Acquisition Corp., a Delaware corporation
('Purchaser') and a wholly owned subsidiary of Honeywell International Inc., a
Delaware corporation ('Parent'), to act as Dealer Manager in connection with
Purchaser's offer to purchase all outstanding shares of Common Stock of the par
value of $1.00 per share (the 'Common Stock'), and all outstanding shares of
Class A Stock of the par value of $1.00 per share (the 'Class A Stock', and
together with the Common Stock, the 'Shares'), of Pittway Corporation, a
Delaware corporation (the 'Company'), at $45.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 23, 1999 (the 'Offer to Purchase') and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the 'Offer') enclosed herewith. Holders of Shares whose
certificates for such Shares are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary (as
defined below) prior to the Expiration Date (as defined in the Offer to
Purchase), or who cannot complete the procedures for book-entry transfer on a
timely basis, must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase.

    Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
WHICH REPRESENTS, AT THE TIME OF ACCEPTANCE FOR PAYMENT OF ANY SHARES PURSUANT
TO THE OFFER, AT LEAST (I) TWO-THIRDS OF THE OUTSTANDING SHARES (DETERMINED ON A
FULLY DILUTED BASIS (AS DEFINED IN THE OFFER TO PURCHASE)) AND (II) SHARES
ENTITLED TO CAST AT LEAST TWO-THIRDS OF THE VOTES THAT MAY BE CAST BY ALL
HOLDERS OF SHARES ON THE MERGER (COUNTING THE CLASS A STOCK AS ENTITLED TO CAST
1/10TH OF A VOTE PER SHARE AND DETERMINED ON SUCH FULLY DILUTED BASIS). THE
OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. THE OFFER IS NOT SUBJECT TO A FINANCING CONDITION. SEE SECTION 14 OF
THE OFFER TO PURCHASE.

    For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:

        1. Offer to Purchase dated December 23, 1999;

        2. Letter of Transmittal for your use in accepting the Offer and
    tendering Shares and for the information of your clients;

        3. Notice of Guaranteed Delivery to be used to accept the Offer if
    certificates for Shares and all other required documents cannot be delivered
    to the Depositary, or if the procedures for book-entry transfer cannot be
    completed, by the Expiration Date;

        4. A letter which may be sent to your clients for whose accounts you
    hold Shares registered in your name or in the name of your nominee, with
    space provided for obtaining such clients' instructions with regard to the
    Offer;

        5. A letter to stockholders of the Company from Mr. King Harris,
    President and CEO of the Company, together with a
    Solicitation/Recommendation Statement on Schedule 14D-9 dated December 23,
    1999, which has been filed by the Company with the Securities and Exchange
    Commission;

        6. Guidelines for Certification of Taxpayer Identification Number on
    Substitute Form W-9; and

        7. A return envelope addressed to The Bank of New York (the
    'Depositary').

    Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for Shares which are
validly tendered prior to the Expiration Date and not theretofore properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates for such
Shares, or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, pursuant to the procedures
described in Section 3 of the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or a properly completed and manually signed
facsimile thereof) or an Agent's Message (as defined in the Offer to Purchase)
in connection with a book-entry transfer and (iii) all other documents required
by the Letter of Transmittal.

    Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Manager, the Information Agent and the
Depositary as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for customary mailing and
handling costs incurred by them in forwarding the enclosed materials to their
customers.

    Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.

    WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 3, 2000, UNLESS THE OFFER IS EXTENDED.

    In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer of Shares, and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the Instructions set forth in the Letter of Transmittal and in
the Offer to Purchase.

    If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.

    Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the Dealer
Manager or the Information Agent at their respective address and telephone
number set forth on the back cover of the Offer to Purchase.

                            Very truly yours,

                            LEHMAN BROTHERS

  NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
  THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE DEALER MANAGER, THE
  INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING,
  OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
  STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
  THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

                                       2

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                               AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION
                                       AT
                              $45.50 NET PER SHARE
                                       BY
                            HII-2 ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                          HONEYWELL INTERNATIONAL INC.

     THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 3, 2000,
                UNLESS THE OFFER IS EXTENDED.

                                                               December 23, 1999

To Our Clients:

     Enclosed for your consideration are the Offer to Purchase dated December
23, 1999 (the 'Offer to Purchase') and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
'Offer') in connection with the offer by HII-2 Acquisition Corp., a Delaware
corporation ('Purchaser') and a wholly owned subsidiary of Honeywell
International Inc., a Delaware corporation ('Parent'), to purchase for cash all
outstanding shares of Common Stock of the par value of $1.00 per share (the
'Common Stock'), and all outstanding shares of Class A Stock of the par value of
$1.00 per share (the 'Class A Stock', and together with the Common Stock, the
'Shares'), of Pittway Corporation, a Delaware corporation (the 'Company').
Holders of Shares whose certificates evidencing such Shares (the 'Share
Certificates') are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary (as defined in
the Offer to Purchase) on or prior to the Expiration Date (as defined in the
Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.

     WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.

     We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.

     Your attention is directed to the following:

          1. The offer price is $45.50 per Share, net to you in cash without
     interest.

          2. The Offer is being made for all outstanding Shares.

          3. The Board of Directors of the Company has approved the Merger
     Agreement (as defined in the Offer to Purchase) and the transactions
     contemplated thereby, including the Offer and the Merger (as defined in the
     Offer to Purchase), and has determined that the Offer and the Merger are
     fair to, and in the best interests of, the Company and the Company's
     stockholders and recommends that stockholders accept the Offer and tender
     their Shares pursuant to the Offer.

          4. The Offer and withdrawal rights will expire at 12:00 Midnight, New
     York City time, on Thursday, February 3, 2000, unless the Offer is
     extended.

          5. The Offer is conditioned upon, among other things, there being
     validly tendered and not withdrawn prior to the Expiration Date that number
     of Shares which represents, at the time of acceptance for payment of any
     Shares pursuant to the Offer, at least (i) two-thirds of the outstanding
     Shares (determined on a fully diluted basis (as defined in the Offer to
     Purchase)) and (ii) Shares entitled to cast at least two-thirds of the
     votes that may be cast by all holders of Shares on the Merger (counting the
     Class A Stock as entitled to cast 1/10th of a vote per share and determined
     on such fully diluted basis). The Offer is also subject to the other
     conditions set forth in the Offer to Purchase. The Offer is not subject to
     a financing condition. See Section 14 of the Offer to Purchase.

          6. Any stock transfer taxes applicable to the sale of Shares to
     Purchaser pursuant to the Offer will be paid by Purchaser, except as
     otherwise provided in Instruction 6 of the Letter of Transmittal.

     Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, 'blue sky' or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by Lehman Brothers Inc., the Dealer Manager for the Offer, or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.

     IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, PLEASE SO INSTRUCT
US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH
ON THE REVERSE SIDE OF THIS LETTER. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO
US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES WILL
BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE OF THIS LETTER. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN SUFFICIENT TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.

                                       2

                        INSTRUCTIONS WITH RESPECT TO THE
                           OFFER TO PURCHASE FOR CASH
                           ALL OUTSTANDING SHARES OF
                         COMMON STOCK AND CLASS A STOCK
                                       OF
                              PITTWAY CORPORATION
                                       AT
                              $45.50 NET PER SHARE
                                       BY
                            HII-2 ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF
                          HONEYWELL INTERNATIONAL INC.

     The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated December 23, 1999 and the related Letter of Transmittal
in connection with the Offer by HII-2 Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Honeywell International Inc., a Delaware
corporation, to purchase all outstanding shares of Common Stock of the par value
of $1.00 per share (the 'Common Stock'), and all outstanding shares of Class A
Stock of the par value of $1.00 per share (the 'Class A Stock', and together
with the Common Stock, the 'Shares'), of Pittway Corporation, a Delaware
corporation.
     This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.

                                                
 Number of Shares of Common Stock to be Tendered:* ____________  Shares
 Number of Shares of Class A Stock to be Tendered:*____________  Shares

 Dated: ___________________ , _______      _________________________________

                                           _________________________________
                                                     Signature(s)

                                           _________________________________

                                           _________________________________
                                                     Print Name(s)

                                           _________________________________

                                           _________________________________
                                                       Address(es)

                                           _________________________________
                                           Area Code and Telephone Number(s)

                                           _________________________________
                                           Tax ID or Social Security Number(s)

- ------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
  your account are to be tendered.

                                       3

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payor.

 _____________________________________________________
                                 
For this type of account:           Give the EMPLOYER
                                    IDENTIFICATION
                                    number of --
______________________________________________________
1. An individual's account           The individual

2. Two or more individuals           The actual owner of
   (joint account)                   the account or, if
                                     combined funds, the
                                     first individual on
                                     the account(1)

3. Husband and wife (joint           The actual owner of
   account)                          the account or, if
                                     joint funds, the first
                                     individual on the
                                     account(1)

4. Custodian account of a minor      The minor(2)
   (Uniform Gift to Minors Act)

5. Adult and minor (joint            The adult or, if the
   account)                          minor is the only
                                     contributor, the
                                     minor(1)

6. Account in the name of            The ward, minor, or
   guardian or committee for a       incompetent person(3)
   designated ward, minor, or
   incompetent person

7.  a. A revocable savings           The grantor-
       trust account (in which       trustee(1)
       grantor is also trustee)

   b. Any 'trust' account that       The actual owner(4)
      is not a legal or valid
      trust under State law

8. Sole proprietorship account       The owner(4)

9. A valid trust, estate, or         The legal entity (Do
   pension trust                     not furnish the
                                     identifying number of
                                     the personal
                                     representative or
                                     trustee unless the
                                     legal entity itself is
                                     not designated in the
                                     account title.)(5)

10. Corporate account                The corporation

11. Religious, charitable, or        The organization
    educational organization
    account

12. Partnership account held in      The partnership
    the name of the business

13. Association, club or other       The organization
    tax-exempt organization

14. A broker or registered           The broker or nominee
    nominee
15. Account with the Department      The public entity
    of Agriculture in the name
    of a public entity (such as
    a state or local
    governmental school
    district or prison) that
    receives agricultural
    program payments

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), or Form W-7 for Individual Taxpayer Identification Number (for alien
individuals required to file U.S. tax returns) at an office of the Social
Security Administration or the Internal Revenue Service.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
   A corporation.
   A financial institution.
   An organization exempt from tax under section 501(a), or an individual
   retirement plan, or a custodial account under Section 403(b)(7).
   The United States or any agency or instrumentality thereof.
   A State, the District of Columbia, a possession of the United States, or any
   political subdivision or instrumentality thereof.
   A foreign government, a political subdivision of a foreign government, or any
   agency or instrumentality thereof.
   An international organization or any agency or instrumentality thereof.
   A registered dealer in securities or commodities registered in the U.S. or a
   possession of the U.S.
   A real estate investment trust.
   A common trust fund operated by a bank under section 584(a).
   An entity registered at all times during the tax year under the Investment
   Company Act of 1940.
   A foreign central bank of issue.

PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
   Payments to nonresident aliens subject to withholding under section 1441.
   Payments to partnerships not engaged in a trade or business in the U.S. and
   which have at least one nonresident partner.
   Payments of patronage dividends where the amount received is not paid in
   money.
   Payments made by certain foreign organizations.
   Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
   Payments of interest on obligations issued by individuals. Note: You may be
   subject to backup withholding if this interest is $600 or more and is paid in
   the course of the payer's trade or business and you have not provided your
   correct taxpayer identification number to the payer.
   Payments of tax-exempt interest (including exempt-interest dividends under
   section 852).
   Payments described in section 6049(b)(5) to non-resident aliens.
   Payments on tax-free covenant bonds under section 1451.
   Payments made by certain foreign organizations.
   Payments made to a nominee.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID
POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE 'EXEMPT' ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends and patronage dividends that are
not subject to information reporting are also not subject to backup withholding.
For details, see the regulations under sections 6041, 604lA(a), 6045 and 6050A.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

                                                                      [LOGO]

NEWS RELEASE

Contacts:         Tom Crane                                    Ed Schwartz
                  Honeywell                                    Pittway Corp.
                  (973) 455-4732                               (312) 831-4136

         HONEYWELL TO ACQUIRE PITTWAY CORPORATION FOR $45.50 PER SHARE,
                  CREATING PREMIER $5-BILLION GLOBAL HOME AND
                            BUILDING CONTROL BUSINESS

      TRANSACTION TO DRAMATICALLY EXPAND HONEYWELL'S PORTFOLIO OF OFFERINGS
               IN THE GROWING FIRE AND SECURITY SYSTEM INDUSTRIES

             COMBINATION TO ENABLE HOME & BUILDING CONTROL BUSINESS
    TO MEET RISING DEMAND FOR INTEGRATED SOLUTIONS COMBINING FIRE, SECURITY
                               AND HVAC CONTROLS

         MORRIS TOWNSHIP, New Jersey and CHICAGO, Illinois, December 20, 1999 --
Honeywell [NYSE: HON] and Pittway Corporation [NYSE: PRY and PRY.A] said today
that they have entered into a definitive merger agreement under which Honeywell
will acquire Pittway for $45.50 per share in cash. The acquisition is expected
to close in the first quarter of 2000.

         Pittway, headquartered in Chicago, Illinois, is one of the world's
leading manufacturers and distributors of security and fire systems and other
low-voltage products for homes and buildings. Its systems and products are
marketed globally under the Ademco, Notifier, System Sensor, ADI, Northern
Computers and other popular brand names. Since 1993, Pittway's revenues have
grown at a compounded annual growth rate

                                    --more--

                                       2

of 23% and were $1.3 billion in 1998. The company expects 1999 sales to be
approximately $1.6 billion.

         "Pittway will strengthen and be a major growth catalyst for our Home &
Building Control business, making the combined entity a premier $5-billion
global player in fire protection, security and HVAC controls and systems
integration," said Lawrence A. Bossidy, Honeywell's Chairman.

EXTENDS RESIDENTIAL AND COMMERCIAL CAPABILITIES

         Michael R. Bonsignore, Honeywell's Chief Executive Officer, said, "In
one bold and swift move, we are accelerating the transformation of our Home &
Building Control business. Pittway adds a dynamic, high-growth engine that will
significantly contribute to Honeywell's future revenue and earnings performance.
It will dramatically extend our global capabilities in sensors, systems
integration and HVAC controls to the rapidly growing $10-billion fire and
security industries, which combined are expanding at least 7% to 8% annually."

         "By growing in these two industries, we will be able to delight our
customers with a broader array of quality products, systems and services as we
transform our business to focus on value-added solutions and broader
partnerships with our installing and end-user customers," Bonsignore added. "It
also will enable us to apply our systems integration expertise to satisfy the
increasing demand for offerings that combine fire, security and HVAC controls
into one integrated solutions package."

                                    --more--

                                       3

         King Harris, Pittway President and CEO, said, "We believe this merger
brings together two world-class companies committed to excellence in quality,
product performance, manufacturing and customer service. We are impressed with
the `new' Honeywell that Mike Bonsignore is in the process of creating. We are
proud of the growth oriented, entrepreneurial culture we have developed over the
last 37 years and are convinced that it will accelerate the transformation of
the Home & Building Control business within the new Honeywell.

         "Together, we will be able to accelerate our efforts to attack the huge
potential for advanced technology products focused on integrated control systems
for businesses and residences," Harris continued. "Honeywell's extensive,
first-rate line of HVAC products and systems will fill a large gap in our
product offerings and its expertise in solution selling will be invaluable to
all our systems companies. And as we expand our international business,
Honeywell's global distribution capabilities will be a tremendous resource for
us."

SUPPORTS HOME VISION STRATEGY

         "Besides fitting seamlessly with Honeywell's commercial HVAC and
Security solutions businesses, Pittway also complements Honeywell's Home Vision
strategy," said Kevin Gilligan, President of Honeywell's Home & Building Control
business.

         "Home Vision is focused on responding to homeowners' growing interest
in better and more secure living in today's complicated times," Gilligan
explained. "From comfort, health, security and fire protection needs -- to the
demand for networking with

                                    --more--

                                       4

the Internet and other home products -- our Home Vision will bring consumers a
host of innovative solutions. We're excited about the potential for Pittway's
advanced product portfolio and distribution channels given Honeywell's
strengthening focus on partnerships with existing installer/integrators."

         As part of the Home Vision strategy, the company recently introduced
the Honeywell Home Controller -- the first of a series of revolutionary
Internet-based communicating products designed to integrate the control of a
variety of home devices, including televisions, VCRs, lights, security systems,
fire detection and thermostats, among many others.

         In conjunction with the Home Controller launch, Honeywell also debuted
its Your Home Expert'TM' website (http://www.honeywell.com/yourhome). The
website serves as a state-of-the-art, continuously updated and interactive
Internet tool that customers can use to quickly and easily access expert
information on achieving greater comfort, safety and health in their home.

         Under the merger agreement, Honeywell is expected to commence, by
Thursday, December 23, 1999, a tender offer to acquire all of the approximately
43 million outstanding shares of Pittway's Common and Class A stock. The value
of the transaction will total approximately $2.2 billion, which includes the
assumption of approximately $167 million of Pittway net debt. The transaction is
expected to be neutral to Honeywell's earnings in 2000.

         Honeywell said that members of the Harris family, beneficially owning
4,165,978 shares of Common stock and 6,413,321 shares of Class A stock
(representing 52.9% and

                                    --more--

                                       5

18.4%, respectively, of the outstanding shares of Pittway Common stock and Class
A stock), have agreed to tender and not withdraw substantially all of the shares
in their control pursuant to the offer so long as the merger agreement has not
been terminated in accordance with its terms.

         In addition, the members of the Harris family have granted to Honeywell
an option to purchase substantially all of the shares in their control at the
offer price provided that the merger agreement has not been terminated by
Pittway in accordance with its terms prior to the initial expiration date of
February 3, 2000, and certain other conditions are satisfied.

         The Board of Directors of Pittway has approved Honeywell's offer and
has decided to recommend that Pittway shareowners tender their shares pursuant
to the offer. Consistent with its fiduciary obligations and subject to the terms
of the merger agreement, Pittway's Board of Directors has preserved its ability
to respond to third parties where appropriate.

         The acquisition is subject to regulatory approval, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act, and the acquisition by
Honeywell of shares of Pittway representing two-thirds of Pittway's outstanding
shares and two-thirds of the outstanding votes, as well as other customary
conditions.

         This news release does not constitute an offer to purchase any
securities, nor solicitation of a proxy, consent or authorization for or with
respect to a meeting of the shareowners of Honeywell or Pittway or any action in
lieu of a meeting. Any solicitations will be made only pursuant to separate
materials in compliance with the requirements of applicable federal and state
securities laws.

                                    --more--

                                       6

         The Bank of New York will act as depository for the tender offer and
Georgeson Shareholder Communications Inc. will act as information agent. William
Blair & Company L.L.C. acted as financial advisor to Pittway. Lehman Brothers
Inc. is advising Honeywell on the transaction and will act as Dealer/Manager for
the tender offer.

         Pittway employs approximately 7,600 people and has eight manufacturing
facilities and 120 distribution outlets.

         Honeywell Home and Building Control, a US $3.4-billion unit of
Honeywell, provides products and services to create efficient, safe, comfortable
environments. The business unit offers controls for heating, ventilation,
humidification and air-conditioning equipment; security and fire alarm systems;
home automation systems; energy-efficient lighting controls; and building
management systems and services.

         Honeywell is a US$24-billion diversified technology and manufacturing
leader, serving customers worldwide with aerospace products and services;
control technologies for buildings, homes and industry; automotive products;
power generation systems; specialty chemicals; fibers; plastics; and electronic
and advanced materials. The company employs approximately 120,000 people in 95
countries. Honeywell is traded on the New York Stock Exchange under the symbol
HON, as well as on the London, Chicago and Pacific stock exchanges. It is one of
the 30 stocks that make up the Dow Jones Industrial Average and is also a
component of the Standard & Poor's 500 Index. Additional information on the
company is available on the Internet at www.honeywell.com.

         This release contains forward-looking statements as defined in Section
21E of the Securities Exchange Act of 1934, including statements about future
business operations, financial performance and market conditions. Such
forward-looking statements involve risks and uncertainties inherent in business
forecasts.

                                      # # #

121999

                       Final -- 12/23/99 -- EST--Confidential

Contact: Tom Crane                                          Ed Schwartz
         Honeywell                                          Pittway Corporation
         (973) 455-4732                                     (312) 831-4136

                          Honeywell Commences Tender Offer For
                        Pittway Corporation At $45.50 Per Share

     MORRIS TOWNSHIP, New Jersey and CHICAGO, Illinois, December 23, 1999 --
Honeywell [NYSE: HON] and Pittway Corporation [NYSE: PRY and PRY.A] said
today that Honeywell is commencing its previously announced tender offer to
acquire all of the approximately 43 million outstanding shares of Pittway Common
Stock and Class A Stock at $45.50 per share.

     The tender offer, which is being made pursuant to an Agreement and Plan of
Merger dated as of Monday, December 20, 1999, is scheduled to expire at 12:00
midnight, New York City time, on Thursday, February 3, 2000, unless extended.
Following the consummation of the tender offer, Honeywell intends to complete a
merger to acquire all of the remaining shares of Pittway's Common Stock and
Class A Stock not tendered in the offer.

     The acquisition is subject to regulatory approval, including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act, and the acquisition by
Honeywell of shares of Pittway representing two-thirds of Pittway's outstanding
shares and two-thirds of the outstanding votes, as well as other customary
conditions.

     This news release does not constitute an offer to purchase any securities,
nor solicitation of a proxy, consent or authorization for or with respect to a
meeting of the shareowners of Honeywell or Pittway or any action in lieu of a
meeting. Any solicitations will be made only pursuant to separate materials in
compliance with the requirements of applicable federal and state securities
laws.

     The Bank of New York is acting as depository for the tender offer and
Georgeson Shareholder Communications Inc. is acting as information agent. Lehman
Brothers Inc. is acting as Dealer/Manager for the tender offer.

     Pittway, headquartered in Chicago, Illinois, is one of the world's leading
manufacturers and distributors of security and fire systems and other
low-voltage products for homes and buildings. Its systems and products are
marketed globally under the Ademco, Notifier, System Sensor, ADI, Northern
Computers and other popular brand names.

     Honeywell Home and Building Control, a US$3.4-billion unit of Honeywell,
provides products and services to create efficient, safe, comfortable
environments. The business unit offers controls for heating, ventilation,
humidification and air-conditioning equipment; security and fire alarm systems;
home automation systems; energy-efficient lighting controls; and building
management systems and services.

     Honeywell is a US$24-billion diversified technology and manufacturing
leader, serving customers worldwide with aerospace products and services;
control technologies for buildings, homes and industry; automotive products;
power generation systems; specialty chemicals; fibers; plastics; and electronic
and advanced materials. The company employs approximately 120,000 people in 95
countries. Honeywell is traded on the New York Stock Exchange under the symbol
HON, as well as on the London, Chicago and Pacific stock exchanges. It is one of
the 30 stocks that make up the Dow Jones Industrial Average and is also a
component of the Standard & Poor's 500 Index. Additional information on the
company is available on the Internet at www.honeywell.com.

- --------------------------------------------------------------------------------

 This release contains forward-looking statements as defined in Section 21E of
the Securities Exchange Act of 1934, including statements about future business
 operations, financial performance and market conditions. Such forward-looking
   statements involve risks and uncertainties inherent in business forecasts.

- -------------------------------------------------------------------------------

                                     # # #

   This announcement is neither an offer to purchase nor a solicitation of an
  offer to sell Shares (as defined below). The Offer (as defined below) is made
     solely by the Offer to Purchase dated December 23, 1999 and the related
   Letter of Transmittal and is being made to all holders of Shares. Purchaser
  (as defined below) is not aware of any state where the making of the Offer is
   prohibited by administrative or judicial action pursuant to any valid state
 statute. If Purchaser becomes aware of any valid state statute prohibiting the
      making of the Offer or the acceptance of the Shares pursuant thereto,
   Purchaser shall employ its commercially reasonable best efforts to comply
  with such statute or seek to have such statute declared inapplicable to the
      Offer. If, after such commercially reasonable best efforts, Purchaser
    cannot comply with such state statute, the Offer will not be made to (nor
 will tenders be accepted from or on behalf of) holders of Shares in such state.
 In any jurisdiction where the securities, "blue sky" or other laws require the
  Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
       be made on behalf of Purchaser by Lehman Brothers Inc., the Dealer
      Manager, or one or more registered brokers or dealers licensed under
                         the laws of such jurisdiction.

                      Notice of Offer to Purchase for Cash
                  All of the Outstanding Shares of Common Stock
                                and Class A Stock
                             of PITTWAY CORPORATION
                                       at
                              $45.50 Net Per Share
                                       by
                             HII-2 ACQUISITION CORP.
                            a wholly owned subsidiary
                                       of
                          HONEYWELL INTERNATIONAL INC.

   HII-2 Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Honeywell International Inc., a Delaware corporation
("Parent"), is offering to purchase all outstanding shares of Common Stock of
the par value of $1.00 per share (the "Common Stock"), and all outstanding
shares of Class A Stock of the par value of $1.00 per share (the "Class A
Stock", and, together with the Common Stock, the "Shares"), of Pittway
Corporation, a Delaware corporation (the "Company"), at a price of $45.50 per
Share, net to the seller in cash, without interest (such price, or any such
higher price as may be paid in the Offer, the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December 23,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
as amended or supplemented from time to time, collectively constitute the
"Offer").

         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
          NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 3, 2000, UNLESS THE
                               OFFER IS EXTENDED.

   THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE) THAT NUMBER OF SHARES WHICH REPRESENTS, AT THE TIME OF ACCEPTANCE
FOR PAYMENT OF ANY SHARES PURSUANT TO THE OFFER, AT LEAST (i) TWO-THIRDS OF THE
OUTSTANDING SHARES (DETERMINED ON A FULLY DILUTED BASIS (AS DEFINED IN THE OFFER
TO PURCHASE)) AND (ii) SHARES ENTITLED TO CAST AT LEAST TWO-THIRDS OF THE VOTES
THAT MAY BE CAST BY ALL HOLDERS OF SHARES ON THE MERGER (COUNTING THE CLASS A
STOCK AS ENTITLED TO CAST 1/10TH OF A VOTE PER SHARE AND DETERMINED ON SUCH
FULLY DILUTED BASIS). THE OFFER IS ALSO SUBJECT TO THE OTHER CONDITIONS SET
FORTH IN THE OFFER TO PURCHASE. THE OFFER IS NOT SUBJECT TO A FINANCING
CONDITION. SEE SECTION 14 OF THE OFFER TO PURCHASE.

   The Offer is being made pursuant to an Agreement and Plan of Merger, dated as
of December 20, 1999 (the "Merger Agreement"), by and among Parent, Purchaser
and the Company. The Merger Agreement provides that, as soon as practicable
after the completion of the Offer and satisfaction or waiver, if permissible, of
all conditions contained in the Merger Agreement, and in accordance with the
General Corporation Law of the State of Delaware (the "DGCL"), Purchaser will be
merged with and into the Company (the "Merger"). Following the consummation of
the Merger, the Company will continue as the surviving corporation and will be a
wholly owned subsidiary of Parent. At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares held by the Company or any of its
subsidiaries, Parent or any of its wholly owned subsidiaries, including
Purchaser, and stockholders who properly perfect their appraisal rights under
the DGCL) will be converted into the right to receive $45.50 in cash or any
higher price per Share paid in the Offer, without interest.

   THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE COMPANY'S STOCKHOLDERS AND
RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.

   As a condition and inducement to Parent's entering into the Merger Agreement,
certain members of the Harris Family (the "Harris Family Stockholders"),
beneficially owning 4,165,978 shares of Common Stock and 6,413,321 shares of
Class A Stock, (representing approximately 52.9% and 18.4% of the outstanding
shares of Common Stock and Class A Common Stock, respectively) concurrently with
the execution and delivery of the Merger Agreement entered into a Stockholders
Agreement (the "Stockholders Agreement"), dated as of December 20, 1999, with
Parent and Purchaser. Pursuant to the Stockholders Agreement, the Harris Family
Stockholders agreed to tender, in accordance with the terms of the Offer, all
Shares beneficially owned by them (other than up to approximately 428,000 Shares
which are reserved for charitable contributions) and not to withdraw any Shares
so tendered unless and until the Merger Agreement has been terminated. Pursuant
to the Stockholders Agreement, the Harris Family Stockholders have granted
Parent an option to purchase such Shares at a price of $45.50 per Share or any
higher price paid pursuant to the Offer. The option is exercisable under certain
circumstances following February 3, 2000, the initial expiration date of the
Offer.

   Tendering stockholders of record who tender Shares directly will not be
obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares
through a bank or broker should check with such institution as to whether they
will charge any service fees. Purchaser will pay all fees and expenses of Lehman
Brothers Inc., which is acting as the dealer manager for the Offer (in such
capacity, the "Dealer Manager"), The Bank of New York, which is acting as the
depositary for the Offer (in such capacity, the "Depositary"), and Georgeson
Shareholder Communications Inc., which is acting as information agent for the
Offer (in such capacity, the "Information Agent"), incurred in connection with
the Offer and in accordance with the terms of the agreements entered into
between Purchaser and/or Parent and each such person.

   For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Purchaser and not
withdrawn, if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from Purchaser and
transmitting payment to tendering stockholders. In all cases, payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), (ii) a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase), and (iii) any other documents required by the Letter of Transmittal.
Accordingly, payment may be made to tendering stockholders at different times if
delivery of the Shares and other required documents occur at different times.
The per share consideration paid to any holder pursuant to the Offer will be the
highest per share consideration paid to any other holder of such Shares pursuant
to the Offer. Under no circumstances will interest be paid on the purchase price
to be paid by Purchaser for the Shares, regardless of any extension of the Offer
or any delay in making such payment.

   The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on
February 3, 2000, unless and until Purchaser, in accordance with the terms of
the Merger Agreement, shall have extended the period of time during which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Purchaser shall expire.
Subject to the applicable rules and regulations of the Securities and Exchange
Commission and to applicable law, Purchaser expressly reserves the right, in its
sole discretion (subject to the terms of the Merger Agreement), at any time and
from time to time, to extend for any reason the period of time during which the
Offer is open, by giving oral or written notice of such extension to the
Depositary. Any such extension will be followed by a public announcement thereof
by no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw such stockholder's Shares.
Without limiting the obligations of Purchaser under the rules and regulations of
the Securities and Exchange Commission or the manner in which Purchaser may
choose to make any public announcement, Purchaser currently intends to make such
announcements by issuing a press release to the Dow Jones News Service or
otherwise as may be required by applicable law.

   Except as otherwise provided below or as provided by applicable law, tenders
of Shares are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn pursuant to the procedures set forth below at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
February 17, 2000. To be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth in the Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of the Shares to be withdrawn, if different from the name of the person
who tendered the Shares. If certificates evidencing Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered by an Eligible Institution (as defined in the Offer to Purchase),
the signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tendered Shares may not be rescinded, and any Shares withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 3 of the Offer to Purchase at any time prior to
the Expiration Date. All questions as to the form and validity (including time
of receipt) of notices of withdrawal will be determined by Purchaser, in its
sole discretion, which determination will be final and binding.

   The Company has provided Purchaser with the Company's stockholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares whose names appear on the stockholder list,
and will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
CompanyOs stockholder lists, or, if applicable, who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.

   The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.

   THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.

   Any questions or requests for assistance or additional copies of the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other
tender offer documents may be directed to the Information Agent (or the Dealer
Manager), at the respective address and telephone number set forth below, and
copies will be furnished promptly at Purchaser's expense. Stockholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer. Neither Parent nor Purchaser will pay any
fees or commissions to any broker or dealer or other person (other than the
Information Agent, Dealer Manager and the Depositary) for soliciting tenders of
Shares pursuant to the Offer.

                    The Information Agent for the Offer is:

                              GEORGESON SHAREHOLDER
                                COMMUNICATIONS INC.

                            17 State Street, 10th Floor
                              New York, New York 10004
                     Banks and Brokers Call Collect: (212) 440-9800
                       All Others Call Toll Free: (800) 223-2064

                    The Dealer Manager for the Offer is:

                               LEHMAN BROTHERS
                       Three World Financial Center
                       200 Vesey Street, 18th Floor
                         New York, New York 10285
               Call Collect: (212) 526-5012 or (212) 526-2864

December 23, 1999

                                                                [CONFORMED COPY]

                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                          HONEYWELL INTERNATIONAL INC.,

                             HII-2 ACQUISITION CORP.

                                       and

                               PITTWAY CORPORATION

                                   dated as of

                                December 20, 1999

                                Table of Contents

                                                                             Page No.
                                                                             --------
                                    ARTICLE I
                              THE OFFER AND MERGER

Section 1.1    The Offer..........................................................2
Section 1.2    Company Actions....................................................4
Section 1.3    Directors..........................................................6
Section 1.4    The Merger.........................................................8
Section 1.5    Effective Time.....................................................8
Section 1.6    Closing............................................................9
Section 1.7    Directors and Officers of the
               Surviving Corporation..............................................9
Section 1.8    Stockholders' Meeting..............................................9
Section 1.9    Merger Without Meeting of
               Stockholders......................................................10

                                   ARTICLE II
                            CONVERSION OF SECURITIES

Section 2.1    Conversion of Capital Stock.......................................10
Section 2.2    Exchange of Certificates..........................................11
Section 2.3    Dissenters' Rights................................................13
Section 2.4    Company Plans.....................................................13

                                   ARTICLE III
                               REPRESENTATIONS AND
                            WARRANTIES OF THE COMPANY
Section 3.1    Organization......................................................15
Section 3.2    Capitalization....................................................16
Section 3.3    Authorization; Validity of Agreement;
               Company Action....................................................18
Section 3.4    Consents and Approvals; No Violations.............................19
Section 3.5    SEC Reports and Financial Statements..............................20
Section 3.6    Absence of Certain Change.........................................21
Section 3.7    No Undisclosed Liabilities........................................21
Section 3.8    Specified Contracts...............................................21
Section 3.9    Litigation........................................................22
Section 3.10   Employee Benefit Plans............................................23
Section 3.11   Labor Matters.....................................................26
Section 3.12   Tax Matters; Government Benefits..................................27

                                        i

                                                                          
Section 3.13   Intellectual Property.............................................30
Section 3.15   Insurance.........................................................33
Section 3.16   Compliance with Laws..............................................33
Section 3.17   Restrictions on Business Activities...............................34
Section 3.18   Vote Required.....................................................34
Section 3.19   Interested Party Transactions.....................................34
Section 3.20   Environmental Laws................................................34
Section 3.21   Real Property.....................................................37
Section 3.22   Opinion of Financial Advisor......................................37
Section 3.23   Brokers...........................................................37

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                          OF PARENT AND THE PURCHASER

Section 4.1    Organization......................................................38
Section 4.2    Authorization; Validity of Agreement;
               Necessary Action..................................................38
Section 4.3    Consents and Approvals; No Violations.............................38
Section 4.4    Financing.........................................................39

                                    ARTICLE V
                                    COVENANTS

Section 5.1    Interim Operations of the Company.................................39
Section 5.2    Access; Confidentiality...........................................43
Section 5.3    Consents and Approvals............................................44
Section 5.4    No Solicitation...................................................45
Section 5.5    Additional Agreements.............................................48
Section 5.6    Publicity.........................................................48
Section 5.7    Notification of Certain Matters...................................49
Section 5.8    Directors' and Officers' Insurance
               and Indemnification...............................................49
Section 5.9    Purchaser Compliance..............................................50
Section 5.10   Employee Benefits.................................................50
Section 5.11   Compliance with ISRA..............................................52
Section 5.12   Compliance with Connecticut Transfer Act..........................53
Section 5.13   Tax Opinion.......................................................54
Section 5.14   Indemnification...................................................56

                                   ARTICLE VI
                                   CONDITIONS

Section 6.1    Conditions to Each Party's Obligation
               to Effect the Merger..............................................59

                                       ii

                                   ARTICLE VII
                                   TERMINATION

Section 7.1    Termination.......................................................60
Section 7.2    Effect of Termination.............................................62

                                  ARTICLE VIII
                                  MISCELLANEOUS

Section 8.1    Fees and Expenses.................................................62
Section 8.2    Amendment and Modification........................................63
Section 8.3    Nonsurvival of Representations
               and Warranties....................................................64
Section 8.4    Notices...........................................................64
Section 8.5    Interpretation....................................................65
Section 8.6    Counterparts......................................................65
Section 8.7    Entire Agreement; No Third Party
               Beneficiaries.....................................................65
Section 8.8    Severability......................................................65
Section 8.9    Governing Law.....................................................66
Section 8.10   Assignment........................................................66

Annex A.............................Certain Conditions of the Offer
Exhibit A...........................Stockholder Agreement

                                       iii

                             Index of Defined Terms

Defined Term                                                               Page No.
- ------------                                                               --------

1999 Premium.....................................................................50
Stockholders.........................................1, 2, 6, 7, 17, 22, 48, 54, 58
Stockholders Agreement........................................................... 1
Acquisition Proposal.............................................................45
Agreement........................................................................ 1
Appointment Date.................................................................40
Balance Sheet....................................................................28
Board of Directors............................................................... 1
By-laws.......................................................................... 8
Certificates.....................................................................11
Class A Common Stock............................................................. 2
Closing.......................................................................... 9
Closing Date..................................................................... 9
Code.............................................................................23
Common Capital Stock.............................................................16
Common Stock..................................................................... 2
Company.......................................................................... 1
Company Agreements...............................................................19
Company Disclosure Schedule......................................................15
Company Employee.................................................................50
Company Material Adverse Effect..................................................16
Company SEC Documents............................................................20
Confidentiality Agreement........................................................44
D&O Insurance....................................................................50
DGCL............................................................................. 5
Dissenting Stockholders..........................................................11
Effective Time................................................................... 8
Encumbrances.....................................................................18
Environmental Claim..............................................................36
Environmental Laws...............................................................36
ERISA............................................................................23
ERISA Affiliate..................................................................23
Exchange Act..................................................................... 2
Financial Statements.............................................................20
Form.............................................................................53
fully diluted basis.............................................................. 2
GAAP........... .................................................................20
Governmental Entity..............................................................19
Hazardous Materials..............................................................36
HSR Act..........................................................................19
Indemnified Party................................................................49

                                       iv

                                                                              
Independent Directors.............................................................7
Intellectual Property............................................................30
Liens............................................................................37
Merger............................................................................8
Merger Consideration.............................................................11
Minimum Condition.................................................................2
NJDEP............................................................................52
Offer.............................................................................2
Offer Documents...................................................................3
Offer Price.......................................................................2
Offer to Purchase.................................................................2
Parent............................................................................1
Parent Material Adverse Effect...................................................38
Paying Agent.....................................................................11
PBGC.............................................................................24
Plans............................................................................23
Preferred Stock..................................................................16
Proxy Statement...................................................................9
Purchaser.........................................................................1
Purchaser Common Stock...........................................................10
Schedule 14D-9....................................................................5
Schedule 14D-l....................................................................3
SEC...............................................................................3
Secretary of State................................................................8
Securities Act...................................................................20
Severance Agreements.............................................................51
Shares............................................................................2
Software.........................................................................30
Special Meeting...................................................................9
Subsidiary.......................................................................16
Surviving Corporation.............................................................8
Tax..............................................................................30
Tax Return.......................................................................30
Taxes............................................................................30
Termination Fee..................................................................63
Title IV Plan....................................................................23
Trade Secrets....................................................................30
Transactions......................................................................5
Voting Debt......................................................................17

                                        v

                          AGREEMENT AND PLAN OF MERGER

               AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this
"Agreement"), dated as of December 20, 1999, by and among Honeywell
International Inc., a Delaware corporation ("Parent"), HII-2 Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), and Pittway Corporation, a Delaware corporation (the "Company").

               WHEREAS, the Board of Directors (the "Board of Directors") of
each of Parent, the Purchaser and the Company has approved, and deems it
advisable and in the best interests of its respective stockholders to
consummate, the acquisition of the Company by Parent upon the terms and subject
to the conditions set forth herein; and

               WHEREAS, concurrently with the execution and delivery of this
Agreement and as a condition to Parent's and Purchaser's willingness to enter
into this Agreement, Parent and Purchaser have entered into a Stockholders
Agreement, dated as of the date hereof, the form of which is attached hereto as
Exhibit A hereto (the "Stockholders Agreement"), with each of the stockholders
named therein (the "Stockholders") pursuant to which the Stockholders have (x)
agreed, among other things, to tender substantially all of the Shares (as
defined herein) owned by the Stockholders pursuant to the Offer (as defined
herein) and (y) granted to Parent an option to purchase substantially all of
the Shares owned by the Stockholders (which option is exercisable under certain
circumstances following the initial expiration date of the Offer), in each case
subject to the terms and on the conditions set forth therein.

               NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:

                                    ARTICLE I

                              THE OFFER AND MERGER

               Section 1.1  The Offer.

               (a) As promptly as practicable (but in no event later than five
business days after the public announcement of the execution hereof), the
Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the
"Offer") for all of the outstanding shares of Common Stock of the par value of
$1.00 per share of the Company (the "Common Stock"), and all of the outstanding
shares of Class A Stock of the par value of $1.00 per share of the Company (the
"Class A Stock") (the shares of Common Stock and the shares of Class A Stock are
sometimes referred to together as the "Shares"), at a price of $45.50 per Share,
net to the seller in cash (such price, or any such higher price per Share as may
be paid in the Offer, being referred to herein as the "Offer Price"), subject to
there being validly tendered and not withdrawn prior to the expiration of the
Offer, that number of Shares which represents at the time of acceptance for
payment of any Shares pursuant to the Offer (the "Share Purchase Date") at least
(i) two-thirds of the outstanding Shares (determined on a fully diluted basis)
and (ii) Shares entitled to cast at least two-thirds of the votes (counting the
Class A Stock as entitled to cast 1/10th of a vote per share) that may be cast
by all holders of Shares on the Merger (as defined in Section 1.4) (determined
on a fully diluted basis)(the "Minimum Condition") and to the other conditions
set forth in Annex A hereto, and shall consummate the Offer in accordance with
its terms ("fully diluted basis" means issued and outstanding Shares and Shares
subject to issuance at the discretion of the holders under stock options or
other stock based awards outstanding at the Share Purchase Date, excluding any
portions of such options or awards surrendered to the Company pursuant to
Section 2.4 of this Agreement). The obligation of the Purchaser to accept for
payment and to pay for any Shares validly tendered on or prior to the expiration
of the Offer and not withdrawn shall be subject only to the Minimum Condition
and the other conditions set forth in Annex A hereto. The Offer shall be made
by means of an offer to purchase (the "Offer to

                                         2

Purchase") containing the terms set forth in this Agreement, the Minimum
Condition and the other conditions set forth in Annex A hereto. The Purchaser
shall not amend or waive the Minimum Condition and shall not decrease the Offer
Price or decrease the number of Shares sought, or amend any other condition of
the Offer without the written consent of the Company; provided, however, that
if on the initial scheduled expiration date of the Offer, which shall be 30
business days after the date on which the execution of this Agreement is
announced to the public (it being understood that for such purpose Christmas Eve
and New Years Eve shall not be deemed to be "business days"), all conditions to
the Offer shall not have been satisfied or waived, the Purchaser may, from time
to time, in its sole discretion, extend the expiration date for one or more
periods. The Purchaser shall, on the terms and subject to the prior satisfaction
or waiver of the conditions of the Offer, accept for payment the Shares tendered
as soon as it is legally permitted to do so under applicable law and pay for
such Shares promptly; provided, however, that if, immediately prior to the
initial expiration date of the Offer (as it may be extended), the Shares
tendered and not withdrawn pursuant to the Offer equal less than 90% of the
outstanding shares of each of the Common Stock and the Class A Stock, the
Purchaser may extend the Offer for one or more periods not to exceed seven
business days in the aggregate, notwithstanding that all conditions to the Offer
are satisfied as of such expiration date of the Offer.

               (b) As soon as practicable on the date the Offer is commenced,
Parent and the Purchaser shall file with the United States Securities and
Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with
respect to the Offer (together with all amendments and supplements thereto and
including the exhibits thereto, the "Schedule 14D-l"). The Schedule 14D-1 will
include, as exhibits, the Offer to Purchase and a form of letter of transmittal
and summary advertisement (collectively, together with any amendments and
supplements thereto, the "Offer Documents"). The Offer Documents will comply in
all material respects with the provisions of applicable federal securities laws
and, on the date filed with the SEC and on the date first published, sent or
given to the Company's stockholders, shall not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or neces-

                                       3

sary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, except that no representation is
made by Parent or the Purchaser with respect to information furnished by the
Company to Parent or the Purchaser, in writing, expressly for inclusion in the
Offer Documents. The information supplied by the Company to Parent or the
Purchaser, in writing, expressly for inclusion in the Offer Documents and by
Parent or the Purchaser to the Company, in writing, expressly for inclusion in
the Schedule 14D-9 (as hereinafter defined) will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

               (c) Each of Parent and the Purchaser will take all steps
necessary to cause the Offer Documents to be filed with the SEC and to be
disseminated to holders of the Shares, in each case as and to the extent
required by applicable federal securities laws. Each of Parent and the
Purchaser, on the one hand, and the Company, on the other hand, will promptly
correct any information provided by it for use in the Offer Documents if and to
the extent that it shall have become false or misleading in any material respect
and the Purchaser will take all steps necessary to cause the Offer Documents as
so corrected to be filed with the SEC and to be disseminated to holders of the
Shares, in each case as and to the extent required by applicable federal
securities laws. The Company and its counsel shall be given the opportunity to
review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent
and the Purchaser will provide the Company and its counsel in writing with any
comments, whether written or oral, Parent, the Purchaser or their counsel may
receive from time to time from the SEC or its staff with respect to the Offer
Documents promptly after the receipt of such comments.

                                       4

               Section 1.2  Company Actions.

               (a) The Company hereby approves of and consents to the Offer and
represents that its Board of Directors, at a meeting duly called and held, has
(i) determined that each of this Agreement, the Offer and the Merger (as defined
in Section 1.4) are fair to and in the best interests of the stockholders of the
Company, (ii) approved this Agreement and the transactions contemplated hereby,
including the Offer and the Merger (collectively, the "Transactions"), and such
approval constitutes approval of the Offer, this Agreement, the Transactions
(including the Merger), and the Stockholders Agreement and the transactions
contemplated thereby, for purposes of Section 203 of the Delaware General
Corporation Law, as amended (the "DGCL") such that Section 203 of the DGCL will
not apply to the transactions contemplated by this Agreement or the Stockholders
Agreement, and (iii) resolved to recommend that the stockholders of the Company
accept the Offer, tender their Shares thereunder to the Purchaser and approve
and adopt this Agreement and the Merger. The Company represents that the actions
set forth in this Section 1.2(a) and all other actions it has taken in
connection therewith are sufficient to render the relevant provisions of Section
203 of the DGCL inapplicable to the Offer and the Merger and the other
transactions contemplated by this Agreement and the Stockholders Agreement.

               (b) Concurrently with the commencement of the Offer, the Company
shall file with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 (together with all amendments and supplements thereto and including the
exhibits thereto, the "Schedule 14D-9") which shall, subject to the provisions
of Section 5.4(d), contain the recommendation referred to in clause (iii) of
Section 1.2(a). The Schedule 14D-9 will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with
the SEC and on the date first published, sent or given to the Company's
stockholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that no representation is made by the Company
with respect to information furnished by Parent or the Purchaser for

                                       5

inclusion in the Schedule 14D-9. The Company further agrees to take all steps
necessary to cause the Schedule 14D-9 to be filed with the SEC and to be
disseminated to holders of the Shares, in each case as and to the extent
required by applicable federal securities laws. Each of the Company, on the one
hand, and Parent and the Purchaser, on the other hand, agrees promptly to
correct any information provided by it for use in the Schedule 14D-9 if and to
the extent that it shall have become false and misleading in any material
respect and the Company further agrees to take all steps necessary to cause the
Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated
to holders of the Shares, in each case as and to the extent required by
applicable federal securities laws. Parent and its counsel shall be given the
opportunity to review the Schedule 14D-9 before it is filed with the SEC. In
addition, the Company agrees to provide Parent, the Purchaser and their counsel
with any comments, whether written or oral, that the Company or its counsel may
receive from time to time from the SEC or its staff with respect to the Schedule
14D-9 promptly after the receipt of such comments or other communications.

               (c) In connection with the Offer, the Company will promptly
furnish or cause to be furnished to the Purchaser mailing labels, security
position listings and any available listing, or computer file containing the
names and addresses of all recordholders of the Shares as of a recent date, and
shall furnish the Purchaser with such additional information (including, but not
limited to, updated lists of holders of the Shares and their addresses, mailing
labels and lists of security positions) and assistance as the Purchaser or its
agents may reasonably request in communicating the Offer to the record and
beneficial holders of the Shares. Except for such steps as are necessary to
disseminate the Offer Documents, Parent and the Purchaser shall hold in
confidence the information contained in any of such labels and lists and the
additional information referred to in the preceding sentence, will use such
information only in connection with the Offer, and, if this Agreement is
terminated, will upon request of the Company deliver or cause to be delivered to
the Company all copies of such information then in its possession or the
possession of its agents or representatives.

                                       6

               Section 1.3  Directors.

               (a) Prior to the Share Purchase Date, the Company shall have
taken all action as may be necessary so that effective immediately after the
Share Purchase Date, the size of the Board of Directors of the Company (the
"Board") shall be reduced to eight, all directors, other than two of the
directors (as shall be designated by the Board) shall resign and six persons
designated by Parent shall be elected to fill the vacancies so created.

               (b) The Company shall promptly take all actions required
pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated
thereunder in order to fulfill its obligations under Section 1.3(a), including
mailing to stockholders the information required by such Section 14(f) and Rule
14f-1 as is necessary to enable Parent's designees to be elected to the Board.
Parent or the Purchaser will supply the Company and be solely responsible for
any information with respect to either of them and their nominees, officers,
directors and affiliates required by such Section 14(f) and Rule 14f-1. The
provisions of this Section 1.3 are in addition to and shall not limit any rights
which the Purchaser, Parent or any of their affiliates may have as a holder or
beneficial owner of Shares as a matter of law with respect to the election of
directors or otherwise.

               (c) As provided in Section 1.3(a), following the Share Purchase
Date and prior to the Effective Time, the Board shall have at least two
directors who are directors on the date hereof and who are persons not employed
by the Company (the "Independent Directors"). If after the Share Purchase Date
and prior to the Effective Time, one of the Independent Directors shall no
longer continue to serve for any reason whatsoever, the other Independent
Director shall be entitled to designate a person to fill such vacancy who shall
be deemed to be one of the Independent Directors for purposes of this Agreement.
If after the Share Purchase Date and prior to the Effective Time there is no
Independent Director for any reason, the other directors, pursuant to the
Company's Certificate of Incorporation (the "Certificate of Incorporation")
and the Company's Bylaws, shall designate two persons to fill such vacancies
who shall not be stockholders, affiliates or associates of Parent or the
Purchaser and such persons shall be deemed to be Inde-

                                       7

pendent Directors for purposes of this Agreement. Following the Share Purchase
Date and prior to the Effective Time, neither Parent nor Purchaser will take
any action to cause any Independent Director to be removed other than for cause.
Notwithstanding anything in this Agreement to the contrary, after the Share
Purchase Date and prior to the Effective Time, the affirmative vote of a
majority of the Independent Directors shall be required to (a) amend or
terminate this Agreement by the Company, (b) exercise or waive any of the
Company's rights, benefits or remedies hereunder, or (c) take any other action
by the Board under or in connection with this Agreement.

               Section 1.4  The Merger. Subject to the terms and conditions of
this Agreement, at the Effective Time, the Company and the Purchaser shall
consummate a merger (the "Merger") pursuant to which (a) the Purchaser shall be
merged with and into the Company and the separate corporate existence of the
Purchaser shall thereupon cease, (b) the Company shall be the successor or
surviving corporation in the Merger (sometimes hereinafter referred to as the
"Surviving Corporation") and shall continue to be governed by the laws of the
State of Delaware, and (c) the separate corporate existence of the Company with
all its rights, privileges, immunities, powers and franchises shall continue
unaffected by the Merger, except as set forth in this Section 1.4. Pursuant to
the Merger, (x) the Certificate of Incorporation shall be amended in its
entirety to read as the Certificate of Incorporation of the Purchaser, in
effect immediately prior to the Effective Time, except that Article FIRST
thereof shall read as follows: "FIRST: The name of the corporation is PITTWAY
CORPORATION." and, as so amended, shall be the certificate of incorporation of
the Surviving Corporation until thereafter amended as provided by law and such
Certificate of Incorporation, and (y) the By-Laws of the Purchaser (the
"By-laws"), as in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation until thereafter amended as provided by
law, by such Certificate of Incorporation or by such By-laws. The Merger shall
have the effects specified in the DGCL and in Article II.

               Section 1.5  Effective Time. Parent, the Purchaser and the
Company will cause a Certificate of Merger to be executed and filed on the
Closing Date (as defined in Section 1.6) (or on such other date as Parent

                                       8

and the Company may agree) with the Secretary of State of Delaware (the
"Secretary of State") as provided in the DGCL. The Merger shall become effective
on the date on which the Certificate of Merger is duly filed with the Secretary
of State or such time as is agreed upon by the parties and specified in the
Certificate of Merger, and such time is hereinafter referred to as the
"Effective Time."

               Section 1.6  Closing. The closing of the Merger (the "Closing")
shall take place at 10:00 a.m. on a date to be specified by the parties, which
shall be no later than the second business day after satisfaction or waiver of
all of the conditions set forth in Article VI hereof (the "Closing Date"), at
the corporate offices of Parent, unless another date or place is agreed to in
writing by the parties hereto.

               Section 1.7  Directors and Officers of the Surviving Corporation.
The directors of the Purchaser and the officers of the Company at the Effective
Time shall, from and after the Effective Time, be the directors and officers,
respectively, of the Surviving Corporation until their successors shall have
been duly elected or appointed or qualified or until their earlier death,
resignation or removal in accordance with the Certificate of Incorporation and
the By-laws.

               Section 1.8  Stockholders' Meeting.

               (a) If required by applicable law in order to consummate the
Merger, the Company, acting through the Board, shall, in accordance with
applicable law:

                      (i) duly call, give notice of, convene and hold a special
        meeting of its stockholders (the "Special Meeting") as promptly as
        practicable following the acceptance for payment and purchase of Shares
        by the Purchaser pursuant to the Offer for the purpose of considering
        and taking action upon the approval of the Merger and the adoption of
        this Agreement; and

                      (ii) prepare and file with the SEC a preliminary proxy or
        information statement relating to the Merger and this Agreement and use
        its best efforts (x) to obtain and furnish the information

                                       9

          required to be included by the SEC in the Proxy Statement (as
          hereinafter defined) and, after consultation with Parent, to respond
          promptly to any comments made by the SEC with respect to the
          preliminary proxy or information statement and cause a definitive
          proxy or information statement, including any amendment or supplement
          thereto (the "Proxy Statement") to be mailed to its stockholders,
          provided that no amendment or supplement to the Proxy Statement will
          be made by the Company without consultation with Parent and its
          counsel and (y) to obtain the necessary approvals of the Merger and
          this Agreement by its stockholders.

               (b) Parent shall vote, or cause to be voted, all of the Shares
owned by it, the Purchaser or any of its other subsidiaries and affiliates
immediately following the Share Purchase Date in favor of the approval of the
Merger and the approval and adoption of this Agreement.

               Section 1.9  Merger Without Meeting of Stockholders.
Notwithstanding Section 1.8, in the event that Parent, the Purchaser and any
other Subsidiaries of Parent shall acquire in the aggregate at least 90% of the
outstanding shares of each class of capital stock of the Company, pursuant to
the Offer or otherwise, the parties hereto shall, at the request of Parent and
subject to Article VI hereof, take all necessary and appropriate action to cause
the Merger to become effective as soon as practicable after such acquisition,
without a meeting of stockholders of the Company, in accordance with Section 253
of the DGCL.

                                   ARTICLE II

                            CONVERSION OF SECURITIES

               Section 2.1 Conversion of Capital Stock. As of the Effective
Time, by virtue of the Merger and without any action on the part of the holders
of any Shares or holders of common stock, par value $.01 per share, of the
Purchaser (the "Purchaser Common Stock"):

               (a) The Purchaser Common Stock. Each issued and outstanding
share of the Purchaser Common Stock shall

                                       10

be converted into and become one fully paid and nonassessable share of common
stock of the Surviving Corporation.

               (b) Cancellation of Treasury Stock and Parent-Owned Stock. All
Shares that are owned by the Company as treasury stock and any Shares owned by
Parent, the Purchaser or any other wholly owned Subsidiary of Parent shall be
cancelled and retired and shall cease to exist and no consideration shall be
delivered in exchange therefor.

               (c) Exchange of Shares. Each issued and outstanding Share (other
than Shares to be cancelled in accordance with Section 2.1(b) and any Shares
which are held by stockholders exercising appraisal rights, if any, pursuant to
Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into
the right to receive the Offer Price, payable to the holder thereof, without
interest (the "Merger Consideration"), upon surrender of the certificate
formerly representing such Share in the manner provided in Section 2.2. All such
Shares, when so converted, shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and each holder
of a certificate representing any such Shares shall cease to have any rights
with respect thereto, except the right to receive the Merger Consideration
therefor upon the surrender of such certificate in accordance with Section 2.2,
without interest, or the right, if any, to receive payment from the Surviving
Corporation of the "fair value" of such Shares as determined in accordance with
Section 262 of the DGCL.

               Section 2.2  Exchange of Certificates.

               (a) Paying Agent. Parent shall designate a bank or trust company
reasonably acceptable to the Company to act as agent for the holders of the
Shares in connection with the Merger (the "Paying Agent") to receive in trust
the funds to which holders of the Shares shall become entitled pursuant to
Section 2.1(c). Such funds shall be invested by the Paying Agent as directed by
Parent or the Surviving Corporation.

               (b) Exchange Procedures. As soon as reasonably practicable after
the Effective Time, the Paying Agent shall mail to each holder of record of a
certifi-

                                       11

cate or certificates, which immediately prior to the Effective Time represented
outstanding Shares (the "Certificates"), whose Shares were converted pursuant to
Section 2.1 into the right to receive the Merger Consideration (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon delivery of the
Certificates to the Paying Agent and shall be in such form and have such other
provisions as Parent and the Company may reasonably specify) and (ii)
instructions for use in effecting the surrender of the Certificates in exchange
for payment of the Merger Consideration. Upon surrender of a Certificate for
cancellation to the Paying Agent or to such other agent or agents as may be
appointed by Parent, together with such letter of transmittal, duly executed,
the holder of such Certificate shall be entitled to receive in exchange therefor
the Merger Consideration for each Share formerly represented by such Certificate
and the Certificate so surrendered shall forthwith be cancelled. If payment of
the Merger Consideration is to be made to a person other than the person in
whose name the surrendered Certificate is registered, it shall be a condition of
payment that the Certificate so surrendered shall be properly endorsed or shall
be otherwise in proper form for transfer and that the person requesting such
payment shall have paid any transfer and other taxes required by reason of the
payment of the Merger Consideration to a person other than the registered holder
of the Certificate surrendered or shall have established to the satisfaction of
the Surviving Corporation that such tax either has been paid or is not
applicable. Until surrendered as contemplated by this Section 2.2, each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive the Merger Consideration in cash as contemplated by
this Section 2.2.

               (c) Transfer Books; No Further Ownership Rights in the Shares. At
the Effective Time, the stock transfer books of the Company shall be closed and
thereafter there shall be no further registration of transfers of the Shares on
the records of the Company. From and after the Effective Time, the holders of
Certificates evidencing ownership of the Shares outstanding immediately prior
to the Effective Time shall cease to have any rights with respect to such
Shares, except as otherwise provided for herein or by applicable law. If, after
the

                                       12

Effective Time, Certificates are presented to the Surviving Corporation for any
reason, they shall be cancelled and exchanged as provided in this Article II.

               (d) Termination of Fund; No Liability. At any time following six
months after the Effective Time, the Surviving Corporation shall be entitled to
require the Paying Agent to deliver to it any funds (including any interest
received with respect thereto) which had been made available to the Paying Agent
and which have not been disbursed to holders of Certificates, and thereafter
such holders shall be entitled to look to the Surviving Corporation (subject to
abandoned property, escheat or other similar laws) only as general creditors
thereof with respect to the Merger Consideration payable upon due surrender of
their Certificates, without any interest thereon. Notwithstanding the foregoing,
neither the Surviving Corporation nor the Paying Agent shall be liable to any
holder of a Certificate for Merger Consideration delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

               Section 2.3  Dissenters' Rights. If any Dissenting Stockholder
shall have demanded to be paid the fair value of such holder's Shares, as
provided in Section 262 of the DGCL, the Company shall give Parent notice
thereof and Parent shall have the right to participate in all negotiations and
proceedings with respect to any such demands. Neither the Company nor the
Surviving Corporation shall, except with the prior written consent of Parent,
voluntarily make any payment with respect to, or settle or offer to settle, any
such demand for payment. If any Dissenting Stockholder shall fail to perfect
or shall have effectively withdrawn or lost the right to pursue appraisal
rights, the Shares held by such Dissenting Stockholder shall thereupon be
treated as though such Shares had been converted into the Merger Consideration
pursuant to Section 2.1.

               Section 2.4  Company Plans.

               (a) Promptly following commencement of the Offer, the Company
will offer to each holder of an option then outstanding under the Company's 1990
Stock Awards Plan, 1996 Director Stock Option Plan or 1998 Director Stock Option
Plan (each an "Option") the opportunity to surrender to the Company, effective
immediately following

                                       13

the Share Purchase Date, the portion of such Option which is then exercisable or
which would then by its terms vest or otherwise become exercisable on or prior
to December 31, 2000 (the "Vested Option Portion") in return for the payment by
the Company, immediately following the Share Purchase Date, of an Option Cash
Amount as more fully described below. The Option Cash Amount shall be paid only
when the amount set forth in clause (i) below is positive. The Option Cash
Amount payable for the Vested Option Portion of each Option so surrendered shall
be equal to the product of (i) the Offer Price minus the exercise price per
Share of the Vested Option Portion of such Option and (ii) the number of Shares
covered by the Vested Option Portion of such Option.

               (b) Promptly following the commencement of the Offer, the Company
will offer to each holder of a performance shares award then outstanding under
the Company's 1990 Stock Awards Plan (each a "Performance Shares Award") the
opportunity to surrender to the Company, effective immediately following the
Share Purchase Date, the portion of such Performance Shares Award which is then
vested or which would then by its terms vest on or prior to December 31, 2000
(the "Vested Performance Shares Award Portion") in return for the payment by the
Company, immediately following the Share Purchase Date, of a Performance Shares
Award Cash Amount as more fully described below. The Performance Shares Award
Cash Amount payable for each Vested Performance Shares Award Portion so
surrendered shall be equal to the product of (i) the Offer Price and (ii) the
number of shares covered by the Vested Performance Shares Award Portion of such
Performance Shares Award.

               (c) Promptly following commencement of the Offer, the Company
will offer to each holder of a bonus shares award then outstanding under the
Company's 1990 Stock Awards Plan (each a "Bonus Shares Award") the opportunity
to surrender to the Company, effective immediately following the Share Purchase
Date, such Bonus Shares Award in return for the payment by the Company,
immediately following the Share Purchase Date, of an amount equal to the product
of (i) the Offer Price and (ii) the number of shares covered by such Bonus
Shares Award.

                                       14

               (d) Promptly following commencement of the Offer, the Company
will offer to each holder of a stock appreciation right then outstanding under
the Company's 1990 Stock Awards Plan (each a "SAR") the opportunity to exercise
such SAR at any time.

               (e) All payments by the Company pursuant to (a), (b),(c) and (d)
above shall be made net of applicable withholding taxes.

               (f) Any portion of any Option, Performance Shares Award, Bonus
Shares Award or SAR that is outstanding at the Share Purchase Date and has not
been surrendered to the Company pursuant to this Section 2.4 shall continue
thereafter in accordance with its terms, except that pursuant to action
heretofore taken by the Board or the Compensation Committee of the Board, as
applicable, (i) each such portion shall immediately vest and be exercisable or
payable in full in the event of termination of employment by the employer at or
after the Share Purchase Date without cause, death or disability and (ii) from
and after the Effective Time each such portion that is outstanding at the
Effective Time shall thereafter represent the right to acquire, in lieu of each
share of Class A Stock acquirable immediately prior to the Effective Time upon
exercise or payment, cash in the amount of the Offer Price.

                                   ARTICLE III

                               REPRESENTATIONS AND
                            WARRANTIES OF THE COMPANY

               Except as set forth in the appropriate section of the schedule to
this Agreement setting forth exceptions to the Company's representations and
warranties set forth herein (the "Company Disclosure Schedule"), the Company
represents and warrants to Parent and the Purchaser as set forth below. The
Company Disclosure Schedule is arranged in sections corresponding to sections
of this Agreement to be modified by such disclosure schedule.

               Section 3.1  Organization.

                                       15

               (a) Each of the Company and its Subsidiaries is a corporation or
other legal entity duly organized, validly existing and in good standing, where
applicable, under the laws of the jurisdiction of its incorporation or
organization and has all requisite corporate or other similar power and
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as now being conducted, except where the
failure to be so organized, existing and in good standing or to have such power,
authority, and governmental approvals would not, individually or in the
aggregate, have a Company Material Adverse Effect (as defined below). As used in
this Agreement, the term "Subsidiary" shall mean all corporations or other
entities in which the Company or the Parent, as the case may be, owns a majority
of the issued and outstanding capital stock or similar interests. As used in
this Agreement, "Company Material Adverse Effect" with reference to any events,
changes or effects, shall mean such events, changes or effects that are
materially adverse to the business, assets, liabilities, properties, results of
operations or financial condition of the Company and its Subsidiaries taken as a
whole. As used in this Agreement, "to the knowledge of the Company" means the
actual knowledge, without any special inquiry, of the following executives of
the Company: King Harris, Paul Gauvreau, Leo Guthart, Fred Conforti, Edward
Schwartz, Mark Levy, Steve Roth, Roger Fradin, John Hakanson, Andreas Kramvis
and Gary Lederer.

               (b) The Company and each of its Subsidiaries is duly qualified or
licensed to do business and in good standing (where applicable) in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or licensing
necessary, except where the failure to be so duly qualified or licensed and in
good standing would not individually or in the aggregate have a Company Material
Adverse Effect. Except as set forth in Section 3.1 of the Company Disclosure
Schedule, or in Exhibit 21 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, or for insignificant wholly-owned Subsidiaries,
the Company does not own (i) any equity interest in any corporation or other
entity or (ii) marketable securities, in either instance, where the Company's
equity interest in any entity exceeds five

                                       16

percent of the outstanding equity of such entity on the date hereof.

               Section 3.2  Capitalization.

               (a) The authorized capital stock of the Company consists of
120,000,000 shares of Common Stock, 100,000,000 shares of Class A Stock (the
Class A Stock and the Common Stock together shall be referred to sometimes as
the "Common Capital Stock"), and 2,000,000 shares of preferred stock, with no
par value per share (the "Preferred Stock"). As of December 1, 1999 (i)
7,877,664 shares of Common Stock are issued and outstanding, (ii) no shares of
Common Stock are issued and held in the treasury of the Company, (iii)
34,877,405 shares of Class A Stock are issued and outstanding, (iv) no shares of
Class A Stock are issued and held in the treasury of the Company, (v) no shares
of Preferred Stock are issued and outstanding, (vi) 3,398,699 Shares are subject
to issuance to employees and directors pursuant to options outstanding on the
date hereof at a weighted average exercise price of $19.03 per share, and (vii)
328,840 Shares are reserved for future issuance to employees and directors
pursuant to awards other than options outstanding under the Company's 1990 Stock
Awards Plan, 1996 Director Stock Option Plan or 1998 Director Stock Option Plan
(collectively, the "Company Stock Plans"). Since December 1, 1999, the Company
has not (i) issued or granted additional options or other awards, under any of
the Company Stock Plans. All the outstanding shares of the Company's capital
stock are, and all Shares which may be issued pursuant to the exercise or
payment of outstanding options or other awards under Company Stock Plans will
be, when issued in accordance with the respective terms thereof, duly
authorized, validly issued, fully paid and non-assessable. There are no bonds,
debentures, notes or other indebtedness having general voting rights (or
convertible into securities having such rights) ("Voting Debt") of the Company
or any of its Subsidiaries issued and outstanding. Except as set forth above and
except as set forth in Section 3.2(a) of the Company Disclosure Schedule and
except for the Transactions, as of the date hereof, (i) there are no shares of
capital stock of the Company authorized, issued or outstanding (ii) there are no
existing options, warrants, calls, pre-emptive rights, subscriptions or other
rights, agreements, arrangements or commitments of any character,

                                       17

relating to the issued or unissued capital stock of the Company or any of its
Subsidiaries, obligating the Company or any of its Subsidiaries to issue,
transfer or sell or cause to be issued, transferred or sold any shares of
capital stock or Voting Debt of, or other equity interest in, the Company or any
of its Subsidiaries or securities convertible into or exchangeable for such
shares or equity interests, or obligating the Company or any of its Subsidiaries
to grant, extend or enter into any such option, warrant, call, subscription or
other right, agreement, arrangement or commitment and (iii) except as set forth
in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding
contractual obligations of the Company or any of its Subsidiaries to repurchase,
redeem or otherwise acquire any Shares, or the capital stock of the Company, or
any Subsidiary or affiliate of the Company or to provide funds to make any
investment (in the form of a loan, capital contribution or otherwise) in any
Subsidiary or any other entity.

               (b) Except for director's qualifying shares which may be required
in certain jurisdictions, and except as set forth in Section 3.2(b) of the
Company Disclosure Schedule, all of the outstanding shares of capital stock of
each of the Company's Subsidiaries are beneficially owned by the Company,
directly or indirectly, and all such shares have been validly issued and are
fully paid and, in the case of its domestic Subsidiaries, nonassessable and are
owned by either the Company or one of its Subsidiaries free and clear of all
liens, charges, claims or encumbrances ("Encumbrances").

               (c) There are no voting trusts or other agreements or
understandings to which the Company, any of its Subsidiaries or any of its
directors is a party with respect to the voting of the capital stock of the
Company or any of the Subsidiaries, except that the Harris Group (as defined in
the Certificate of Incorporation) may be deemed a group for purposes of Section
13(d)of the Exchange Act.

               (d) Set forth on Section 3.2(d) of the Company Disclosure
Schedule is a list describing all options or other awards, including stock
appreciation rights, outstanding under the Company Stock Plans.

                                       18

               Section 3.3 Authorization; Validity of Agreement; Company
Action. The Company has full corporate power and authority to execute and
deliver this Agreement and, subject to obtaining the approval of its
stockholders as required by applicable law, to consummate the Transactions. The
execution, delivery and performance by the Company of this Agreement, and the
consummation by it of the Transactions, have been duly authorized by the Board
and, except for obtaining the approval of its stockholders as contemplated by
Section 1.8 hereof, no other corporate action on the part of the Company is
necessary to authorize the execution and delivery by the Company of this
Agreement and the consummation by it of the Transactions. This Agreement has
been duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery hereof by Parent and the Purchaser, is a
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms.

               Section 3.4 Consents and Approvals; No Violations. Except for the
filings set forth in Section 3.4 of the Company Disclosure Schedule, or
contemplated by Sections 5.11 and 5.12, and the filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the laws of any foreign
jurisdiction, and the DGCL, none of the execution, delivery or performance of
this Agreement by the Company, the consummation by the Company of the
Transactions or compliance by the Company with any of the provisions hereof
will (i) conflict with or result in any breach of any provision of the
Certificate of Incorporation, the Bylaws or similar organizational documents of
the Company or any of its Subsidiaries, (ii) require any filing with, or permit,
authorization, consent or approval of, any court, arbitral tribunal,
administrative agency or commission or other governmental or other regulatory
authority or agency (a "Governmental Entity"), (iii) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, amendment, cancellation or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, lease, license, contract, agreement or other
instrument or obligation to which the Company or any of its Subsidiar-

                                       19

ies is a party or by which any of them or any of their properties or assets may
be bound (the "Company Agreements") or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Company, any of its
Subsidiaries or any of their properties or assets, excluding from the foregoing
clauses (ii), (iii) and (iv) such violations, breaches or defaults, and such
failures to make filings, or obtain permits, authorizations, consents or
approvals, which would not, individually or in the aggregate, have a Company
Material Adverse Effect or a material adverse effect on the ability of the
Company to consummate the Transactions. Section 3.4 of the Company Disclosure
Schedule sets forth a list of all third party consents and approvals required to
be obtained in connection with this Agreement under the Specified Contracts
prior to the consummation of the Transactions.

               Section 3.5 SEC Reports and Financial Statements.

               (a) The Company has filed with the SEC all forms, reports,
schedules, statements and other documents required to be filed by it since
January 1, 1996 and prior to the date hereof, under the Exchange Act or the
Securities Act of 1933, as amended (the "Securities Act") (as such documents
have been amended since the time of their filing, collectively, the "Company SEC
Documents"). As of their respective dates or, if amended, as of the date of the
last such amendment, the Company SEC Documents, including, without limitation,
any financial statements or schedules included therein (a) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading and (b) complied
in all material respects with the applicable requirements of the Exchange Act
and the Securities Act, as the case may be, and the applicable rules and
regulations of the SEC thereunder. None of the Company's Subsidiaries is
required to file any forms, reports or other documents with the SEC.

               (b) The financial statements of the Company included in the
Company SEC Documents (the "Financial Statements") have been prepared from, and
are in accordance with, the books and records of the Company and its

                                       20

consolidated Subsidiaries, comply in all material respects with applicable
accounting requirements and with the published rules and regulations of the SEC
with respect thereto, have been prepared in accordance with United States
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the period involved (except as may be indicated in the notes thereto) and
fairly present the consolidated financial position and the consolidated results
of operations and cash flows (subject, in the case of unaudited interim
financial statements, to normal year end adjustments and the absence of footnote
disclosures as permitted by Regulation S-X) of the Company and its consolidated
Subsidiaries as of the times and for the periods referred to therein.

               Section 3.6 Absence of Certain Change. Except as disclosed in
Section 3.6 of the Company Disclosure Schedule or in the Company SEC Documents
filed prior to the date hereof, (A) since September 30, 1999, (i) to the
knowledge of the Company, the Company and its Subsidiaries have conducted their
respective businesses only in the ordinary and usual course, (ii) there have not
occurred prior to the date hereof any events or changes (including the
incurrence of any liabilities of any nature, whether or not accrued, contingent
or otherwise) having or reasonably likely to have, individually or in the
aggregate, a Company Material Adverse Effect, (iii) there has not been the
destruction of any material property, (iv) the Company has not taken any action
which would have been prohibited under Section 5.1 had it taken place after the
date hereof, and (B) since December 31, 1998 and prior to the date hereof there
has been no material adverse change in the business relationship of the Company
and any of the top five customers of the Company by revenue.

               Section 3.7 No Undisclosed Liabilities. Except (a) as disclosed
in the Financial Statements and (b) for liabilities and obligations (i) incurred
in the ordinary course of business and consistent with past practice since
September 30, 1999, (ii) pursuant to the terms of this Agreement, (iii) as set
forth in Section 3.7 of the Company Disclosure Schedule, or (iv) as required to
be disclosed in Section 3.9 of the Company Disclosure Schedule, neither the
Company nor any of its Subsidiaries has any liabilities or obligations of any

                                       21

nature, whether or not accrued, contingent or otherwise, whether or not required
by GAAP to be reflected in, reserved against or otherwise described in the
consolidated balance sheet of the Company (including the notes thereto) which,
individually or in the aggregate, are reasonably likely to have a Company
Material Adverse Effect.

               Section 3.8 Specified Contracts. Except as set forth in Section
3.8 of the Company Disclosure Schedule, there have been made available to
Parent and its representatives true, correct and complete copies of all of the
following contracts to which Company or any of its Subsidiaries is a party or by
which any of them is bound (collectively, the "Specified Contracts"): (i)
contracts with any directors and those persons identified in the last sentence
of Section 3.1(a); (ii) collective bargaining agreements for which the Company
or any of its domestic Subsidiaries is a party; (iii) pending contracts (A) for
the sale of any of the assets of Company or any of its Subsidiaries, other than
contracts entered into in the ordinary course of business or (B) for the grant
to any person of any preferential rights to purchase any of its assets, other
than in the ordinary course of business; (iv) contracts which restrict, in any
material respect, the Company or any of its Subsidiaries from competing in any
line of business or with any person in any geographical area; (v) indentures,
credit agreements, security agreements, mortgages, guarantees, promissory notes
and other contracts relating to the borrowing of money involving indebtedness
for borrowed money, in each case, in excess of $2,500,000; (vi) contracts with
any stockholders of Company beneficially owning 5% or more of the Company's
outstanding capital stock on the date hereof; (vii) acquisition, merger, asset
purchase or sale agreements with a purchase price in excess of $10,000,000
entered into since July 1, 1995 (other than agreements for the purchase and sale
of materials or products in the ordinary course of business); (viii) contracts
relating to any material joint venture, partnership, strategic alliance or other
similar agreement; and (ix) all other agreements, contracts or instruments
entered into which, to the knowledge of the Company, are material to the Company
and its Subsidiaries taken as a whole. A list of the Specified Contracts is set
forth on Section 3.8 of the Company Disclosure Schedule. The provisions of this

                                       22

Section 3.8 shall be limited to the knowledge of the Company as they relate to
its foreign Subsidiaries.

               Section 3.9 Litigation. Except as set forth in Section 3.9 of the
Company Disclosure Schedule, or the Company SEC Documents, as of the date
hereof, to the knowledge of the Company, there are no suits, claims, actions,
proceedings, including, without limitation, arbitration proceedings or
alternative dispute resolution proceedings, or investigations pending or
threatened against the Company or any of its Subsidiaries before any
Governmental Entity in which damages in excess of $500,000 are being sought or
that, either individually or in the aggregate, would be reasonably likely to
have a Company Material Adverse Effect.

               Section 3.10  Employee Benefit Plans.

               (a) For purposes of this Agreement, the term "Plans" shall
include: each deferred compensation and each incentive compensation, stock
purchase, stock option and other equity compensation plan, program, agreement or
arrangement; each severance or termination pay, medical, surgical,
hospitalization, life insurance and other "welfare" plan, fund or program
(within the meaning of section 3(1) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other
"pension" plan, fund or program (within the meaning of section 3(2) of ERISA);
each employment, termination or severance agreement; and each other employee
benefit plan, fund, program, agreement or arrangement, in each case, that is
sponsored, maintained or contributed to or required to be contributed to by the
Company or by any trade or business, whether or not incorporated (an "ERISA
Affiliate"), that together with the Company would be deemed a "single employer"
within the meaning of section 4001(b) of ERISA, or to which the Company or an
ERISA Affiliate is party, whether written or oral, for the benefit of any
employee or former employee of the Company or any of its Subsidiaries (the
"Plans"). Each of the Plans that is subject to section 302 or Title IV of ERISA
or section 412 of the Code (as defined below) is hereinafter referred to in this
Section 3.10 as a "Title IV Plan." Set forth on Section 3.8 or 3.10(a) of the
Company Disclosure Schedule is a list of each material Plan covering domestic
employees (excluding employment agreements).

                                       23

               (b) With respect to each material domestic Plan, the Company has
made available, or will make available on or before January 15, 2000, to
Purchaser true and complete copies of the Plan and any amendments thereto (or if
the Plan is not a written Plan, a description thereof), any related trust or
other funding vehicle, any reports or summaries required under ERISA or the
Internal Revenue Code of 1986, as amended (the "Code") and the most recent
determination letter received from the Internal Revenue Service with respect to
each Plan intended to qualify under section 401 of the Code.

               (c) No material liability under Title IV or section 302 of ERISA
has been incurred by the Company or any ERISA Affiliate that has not been
satisfied in full, and no condition exists that presents a material risk to the
Company or any ERISA Affiliate of incurring any such liability, other than
liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC")
(which premiums have been paid when due).

               (d) The PBGC has not instituted proceedings to terminate any
Title IV Plan and no condition exists that presents a material risk that such
proceedings will be instituted.

               (e) No Title IV Plan or any trust established thereunder has
incurred any "accumulated funding deficiency" (as defined in section 302 of
ERISA and section 412 of the Code), whether or not waived, as of the last day of
the most recent fiscal year for each Title IV Plan. All contributions required
to be made with respect to any Plan have been timely made.

               (f) No Title IV Plan is a "multiemployer pension plan," as
defined in section 3(37) of ERISA, nor is any Title IV Plan a plan described in
section 4063(a) of ERISA. Neither the Company nor any ERISA Affiliate has made
or suffered a "complete withdrawal" or a "partial withdrawal," as such terms
are respectively defined in sections 4203 and 4205 of ERISA (or any liability
resulting therefrom has been satisfied in full).

               (g) Neither the Company nor any of its Subsidiaries, any Plan,
any trust created thereunder, nor any trustee or administrator thereof has
engaged in a transaction in connection with which the Company or any of its

                                       24

Subsidiaries, any Plan, any such trust, or any trustee or administrator (as
defined in section 3(16)(A) of ERISA) thereof, or any party in interest (as
defined in ERISA Section 3(14)) or fiduciary with respect to any Plan or any
such trust could be subject to either a material civil penalty assessed pursuant
to section 409 or 502(i) of ERISA or a material tax imposed pursuant to section
4975 or 4976 of the Code.

               (h) Each Plan has been operated and administered, in all
material respects, in accordance with its terms and applicable law, including
but not limited to ERISA and the Code.

               (i) Each Plan intended to be "qualified" within the meaning of
section 401(a) of the Code has received a determination from the Internal
Revenue Service indicating that such Plan is so qualified and the trusts
maintained thereunder are exempt from taxation under section 501(a) of the Code
and to the knowledge of the Company there is no basis to believe that any such
Plan would not be so qualified (excluding amendments to any Plans required to be
made in the future to comply with requirements of law).

               (j) No Plan provides medical, surgical, hospitalization, death
or similar benefits (whether or not insured) for domestic employees or former
employees of the Company or any of its Subsidiaries for periods extending
beyond their retirement or other termination of service, other than (i) coverage
mandated by applicable law, (ii) death benefits under any "pension plan," or
(iii) benefits the full cost of which is borne by the current or former employee
(or his beneficiary).

               (k) Except as disclosed in Section 3.10(k) of the Company
Disclosure Schedule, or as set forth in Section 5.10, the consummation of the
Transactions will not, either alone or in combination with another event, except
as expressly provided in this Agreement, (i) entitle any current or former
employee or officer of the Company or any ERISA Affiliate to severance pay,
unemployment compensation or any other payment, or (ii) accelerate the time of
payment or vesting, or increase the amount of compensation due any such employee
or officer.

                                       25

               (l) There are no pending, or to the knowledge of the Company,
threatened or anticipated claims by or on behalf of any Plan, by any employee or
beneficiary covered under any such Plan, or otherwise involving any such Plan
(other than routine claims for benefits).

               (m) To the knowledge of the Company, with respect to each Plan
established or maintained outside of the United States of America primarily for
benefit of employees of the Company or any of its Subsidiaries residing outside
the United States of America (a "Foreign Benefit Plan"): (i) all employer and
employee contributions to each Foreign Benefit Plan required by law or by the
terms of such Foreign Benefit Plan have been made, or, if applicable, accrued,
in accordance with normal accounting practices; (ii) the fair market value of
the assets of each funded Foreign Benefit Plan, the liability of each insurer
for any Foreign Benefit Plan funded through insurance or the book reserve
established for any Foreign Benefit Plan, together with any accrued
contributions, is sufficient to procure or provide for the accrued benefit
obligations, as of September 30, 1999, with respect to all current and former
participants in such plan according to the actuarial assumptions and valuations
most recently used to determine employer contributions to such Foreign Benefit
Plan and none of the Transactions shall cause such assets or insurance
obligations to be less than such benefit obligations; and (iii) each Foreign
Benefit Plan required to be registered has been registered and has been
maintained in good standing with applicable regulatory authorities.

               (n) Prior to the date hereof, the Company has amended its Change
of Control Plan, its employment agreement with Leo A. Guthart and any other
relevant plan to delete any requirement to fund a grantor trust as a result of
this Agreement or the Transactions so long as the Company is not in breach of
any such employment agreement or any other employment agreement between the
Company or a Subsidiary of the Company and the individuals who participate in
such plan. A copy of the amended plans and agreement(s) are attached as Section
3.10(n) of the Company Disclosure Schedule.

               Section 3.11  Labor Matters. Except as set forth in Section 3.11
of the Company Disclosure Schedule or the Company SEC Documents, (i) there are
no controver-

                                       26

sies pending or, to the knowledge of the Company, threatened, between the
Company or any of its Subsidiaries and any of their respective employees, which
controversies have had, or would reasonably be expected, individually or in the
aggregate, to have a Company Material Adverse Effect; (ii) neither the Company
nor any of its United States Subsidiaries is in breach of any material
collective bargaining agreement or other labor union contract applicable to
persons employed by the Company or its United States Subsidiaries which would
reasonably be expected, individually or in the aggregate, to have a Company
Material Adverse Effect, nor to the knowledge of the Company are there any
activities or proceedings of any labor union to organize any significant number
of such employees; (iii) neither the Company nor any of its Subsidiaries is in
breach of any material collective bargaining agreement or other labor union
contract, nor, to the knowledge of the Company, are there any activities or
proceedings of any labor unions to organize employees, or of any strikes,
slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to
any employees of the Company or any of its Subsidiaries which would reasonably
be expected, individually or in the aggregate, to have a Company Material
Adverse Effect; and (iv) there are no (A) unfair labor practice charges,
material grievances or material complaints pending or threatened by or on
behalf of any employee or group of employees of the Company or any of its
Subsidiaries, or (B) complaints, charges or claims against the Company or any
of its Subsidiaries pending or threatened to be brought or filed, with any
Governmental Entity or arbitrator based on, arising out of, in connection with,
or otherwise relating to the employment or termination of employment of any
individual by the Company or any of its Subsidiaries.

               Section 3.12  Tax Matters; Government Benefits.

               (a) The Company and each of its eligible domestic Subsidiaries
are members of the affiliated group (within the meaning of Section 1504(a) of
the Code), of which the Company is the common parent. The Company and each of
its Subsidiaries have duly filed all Tax Returns (as hereinafter defined) that
are required to be filed excluding only such Tax Returns as to which,
individually or in the aggregate, any failure to file does not have a Company
Material Adverse Effect and have duly paid or

                                       27

caused to be duly paid in full or made provision in accordance with GAAP for the
payment of all Taxes (as hereinafter defined) due with respect to all periods
covered by such Tax Returns. All such Tax Returns are correct and complete in
all material respects and accurately reflect, in all material respects, all
liability for Taxes for the periods covered thereby. All Tax liabilities of the
Company and each of its Subsidiaries for results of operations through September
30, 1999 (whether or not shown on any Tax Return) have been paid or have been
adequately reflected on the Company's balance sheet as of September 30, 1999
included in the Financial Statements (the "Balance Sheet") other than those
Taxes as to which the failure to pay or provide reserves will not have a Company
Material Adverse Effect. Since September 30, 1999, the Company has not incurred
liability for any Taxes other than in the ordinary course of business. Neither
the Company nor any of its Subsidiaries has received written notice of any
material claim made by an authority in a jurisdiction where neither the Company
nor any of its Subsidiaries file Tax Returns, that the Company is or may be
subject to taxation by that jurisdiction.

               (b) The federal income Tax Returns of the Company and its
Subsidiaries have been examined by the Internal Revenue Service (or the
applicable statutes of limitation for the assessment of federal income Taxes for
such periods have expired) for all periods through and including December 31,
1995, and no material deficiencies were asserted as a result of such
examinations that have not been resolved or fully paid or accrued. Neither the
Company nor any of its Subsidiaries has waived any statute of limitations in
any jurisdiction in respect of Taxes or Tax Returns or agreed to any extension
of time with respect to a Tax assessment or deficiency except in the ordinary
course consistent with past practice.

               (c) Except as set forth on Section 3.12(c) of the Company
Disclosure Schedule, no federal, state, local or foreign audits, examinations or
other administrative proceedings have been commenced with regard to any Taxes or
Tax Returns of the Company or of any of its Subsidiaries other than in the
ordinary course of business, consistent with past practice. No written
notification has been received by the Company or by any of its Subsidiaries
that such an audit, examination or other proceeding

                                       28

is pending or threatened with respect to any Taxes due from or with respect to
or attributable to the Company or any of its Subsidiaries or any Tax Return
filed by or with respect to the Company or any of its Subsidiaries. To the
knowledge of the Company, there is no dispute or claim concerning any material
Tax liabilities of the Company, or any of its Subsidiaries either claimed or
raised by any taxing authority in writing which, individually or in the
aggregate, are material to the Company and which are not reserved for in the
Financial Statements.

               (d) Except as set forth on Section 3.12(d) of the Company
Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party
to any agreement, plan, contract or arrangement that is reasonably likely to
result, separately or in the aggregate, in a payment of any "excess parachute
payments" within the meaning of Section 280G of the Code.

               (e) Neither the Company nor any of its Subsidiaries has filed a
consent pursuant to Section 341(f) of the Code (or any predecessor provision)
concerning collapsible corporations, or agreed to have Section 341(f)(2) of the
Code apply to any disposition of a "subsection (f) asset" (as such term is
defined in Section 341(f)(4) of the Code) owned by the Company or any of its
Subsidiaries.

               (f) To the knowledge of the Company, no taxing authority is
asserting or threatening to assert a claim against the Company or any of its
Subsidiaries under or as a result of Section 482 of the Code or any similar
provision of state, local or foreign law.

               (g) Except as set forth in Section 3.12(g) of the Company
Disclosure Schedule, to the knowledge of the Company, neither the Company nor
any of its Subsidiaries is a party to any material tax sharing, tax indemnity or
other similar agreement or arrangement with any entity not included in the
Company's consolidated financial statements most recently filed by the Company
with the SEC.

               (h) Except as set forth in Section 3.12(h) of the Company
Disclosure Schedule, to the knowledge of the Company, none of the Company or any
of its Subsidiaries

                                       29

has been a member of any affiliated group within the meaning of Section 1504(a)
of the Code, or any similar affiliated or consolidated group for tax purposes
under state, local or foreign law (other than a group the common parent of which
is the Company) to the extent that being such a member is reasonably likely to
give rise to a material tax liability, or has any material liability for Taxes
of any person (other than the Company and its Subsidiaries) under Treasury
Regulation Section 1.1502-6 or any similar provision of state, local or foreign
law, or as a transferee or successor, by contract or otherwise.

               (i) As used in this Agreement, the following terms shall have the
following meanings:

                      (i) "Tax" or "Taxes" shall mean all taxes, charges, fees,
        duties, levies, penalties or other assessments imposed by any federal,
        state, local or foreign governmental authority, including, but not
        limited to, income, gross receipts, excise, property, sales, gain, use,
        license, custom duty, unemployment, capital stock, transfer, franchise,
        payroll, withholding, social security, minimum estimated, and other
        taxes, and shall include interest, penalties or additions attributable
        thereto; and

                      (ii) "Tax Return" shall mean any return, declaration,
        report, claim for refund, or information return or statement relating
        to Taxes, including any schedule or attachment thereto, and including
        any amendment thereof.

               Section 3.13  Intellectual Property.

               (a) As used herein, the term "Intellectual Property" means all
trademarks, service marks, trade names, Internet domain names and logos,
together with goodwill, registrations and applications relating to the
foregoing; registered patents, registered and unregistered copyrights (including
registrations and applications for any of the foregoing); computer programs,
including any and all software implementations of algorithms, models and
methodologies whether in source code or object code form, databases and
compilations, including any and all data and collections of data, all
docu-

                                       30

mentation, including user manuals and training materials, related to any of
the foregoing and the content and information contained on any Web site
(collectively, "Software"); confidential information, technology, know-how,
inventions, processes, formulae, algorithms, models and methodologies (such
confidential items, collectively "Trade Secrets") held for use or used in the
business of the Company as conducted on the date hereof or as presently
contemplated to be conducted and any licenses to use any of the foregoing.

               (b) As used herein, the term "License Agreements" means all
agreements granting or obtaining any right to use or practice any rights under
any Intellectual Property, to which the Company or any of its Subsidiaries is
a party or otherwise bound, as licensee or licensor thereunder, including,
without limitation, license agreements, settlement agreements and covenants not
to sue.

               (c) Except as set forth in Section 3.13(c) of the Company
Disclosure Schedule or as would not have, individually, or in the aggregate, a
Company Material Adverse Effect:

               (i) the Company or its Subsidiaries own or have the right to use
all Intellectual Property, free and clear of all liens or other encumbrances;

               (ii) any Intellectual Property owned or used by the Company or
any of its Subsidiaries has been duly maintained, is valid and subsisting, in
full force and effect and has not been cancelled, expired or abandoned;

               (iii) the Company has not received any notice of actual or
alleged infringement by the Company or any of its Subsidiaries or an offer of
license from any third party of any intellectual property of such third party,
and to the knowledge of the Company, there is no basis for such a claim against,
or offer to, the Company or any of its Subsidiaries;

               (iv) the Company has not received written notice from any third
party regarding any assertion or claim challenging the validity of any
Intellectual Property owned or used by the Company or any of its Subsid-

                                       31

iaries and to the knowledge of the Company there is no basis for such a claim;

               (v) to the knowledge of the Company, no third party is
misappropriating, infringing, diluting or violating any Intellectual Property
owned by the Company or any of its Subsidiaries;

               (vi) the License Agreements are valid and binding obligations of
the Company or any of its Subsidiaries, enforceable in accordance with their
terms, and there exists no event or condition which will result in a violation
or breach of, or constitute a default by the Company or any of its Subsidiaries
or the other party thereto, under any such License Agreement;

               (vii) the Company and each of its Subsidiaries take reasonable
measures to protect the confidentiality of Trade Secrets;

               (viii) the consummation of the Transactions will not result in
the loss or impairment of the Company's or any of its Subsidiaries' rights to
own or use any of the Intellectual Property, nor will such consummation require
the consent of any third party in respect of any Intellectual Property; and

               (ix) all material Software used or held for use by the Company
(a) was developed by employees of the Company or any of its Subsidiaries within
the scope of their employment; (b) was developed by independent contractors who
have assigned all of their rights to the Company or any of its Subsidiaries
pursuant to written agreement; or (c) is leased or licensed pursuant to the
License Agreements.

               Section 3.14. Year 2000 Compliance. Except as set forth in
Section 3.14 of the Company Disclosure Schedule, all Software and systems used
by and products, systems and/or services sold by the Company and each Subsidiary
of the Company are Year 2000 Compliant, except for such failures which,
individually or in the aggregate, have not had and are not reasonably likely to
have a Company Material Adverse Effect. As used herein, "Year 2000 Compliant"
and "Year 2000 Compliance" mean for all dates and times, including, without
limitation dates and times after December 31, 1999 and in the multi-century

                                       32

scenario, when used on a stand-alone system or in combination with other
software or systems: (i) the application system functions and receives and
processes dates and times correctly without abnormal results; (ii) all date
related calculations are correct (including, without limitation, age
calculations), duration calculations and scheduling calculations); (iii) all
manipulations and comparisons of date-related data produce correct results for
all valid date values within the scope of the application; (iv) there is no
century ambiguity; and (v) leap years are accounted for and correctly identified
(including, without limitation, that 2000 is recognized as a leap year). The
Company and each of its Subsidiaries have taken such steps, as the Company
and/or such Subsidiaries believed were reasonable, to ascertain, for entities
that (x) provide data of any type that includes date information or which is
otherwise derived from, dependent on or related to date information ("Date
Data") to the Company or any of its Subsidiaries, (y) processes in any way Date
Data for the Company or any of its Subsidiaries or (z) otherwise provides any
product or service to the Company or any of its Subsidiaries that is dependent
on Year 2000 Compliance, that such entities' Date Data and related software and
systems that are used for, or on behalf of, the Company or any of its
Subsidiaries are Year 2000 Compliant, and to the knowledge of the Company, all
of the software and systems of the Company and each of its Subsidiaries are Year
2000 Compliant, except for any failure to be Year 2000 Compliant that would not,
individually or in the aggregate, have a Company Material Adverse Effect.

               Section 3.15  Insurance. Except as disclosed in Section 3.15 of
the Company Disclosure Schedule or the Company SEC Reports, all material fire
and casualty, general liability, business interruption, product liability and
sprinkler and water damage insurance policies maintained by the Company or any
of its Subsidiaries are with reputable insurance carriers, provide coverage for
all normal risks incident to the business of the Company and its Subsidiaries
and their respective properties and assets and are in character and amount
appropriate for the business conducted by the Company, except as would not
reasonably be expected, individually or in the aggregate, to have a Company
Material Adverse Effect.

                                       33

               Section 3.16  Compliance with Laws. (i) The Company and its
Subsidiaries are in compliance with, and have not violated, in any material
respect, any applicable law, rule or regulation of any United States federal,
State, local, or foreign government or agency thereof which affects the
business, properties or assets of the Company and its Subsidiaries, and (ii) no
notice, charge, claim, action or assertion has been received by the Company or
any of its Subsidiaries or has been filed, commenced or, to the Company's
knowledge, threatened against the Company or any of its Subsidiaries alleging
any such violation except, in case of each of clause (i) and (ii), as would not
have, individually or in the aggregate, a Company Material Adverse Effect. To
the knowledge of the Company, all licenses, permits and approvals required under
such laws, rules and regulations are in full force and effect.

               Section 3.17  Restrictions on Business Activities. To the
knowledge of the Company, except for this Agreement or as set forth in Section
3.17 of the Company Disclosure Schedule or the Company SEC Documents, there is
no agreement, judgment, injunction, order or decree binding upon the Company or
any of its Subsidiaries which has or would reasonably be expected to have the
effect of prohibiting or impairing the conduct of business by the Company or
any of its Subsidiaries as currently conducted by the Company or such
Subsidiary, except for any prohibition or impairment as would not reasonably be
expected, individually or in the aggregate, to have a Company Material Adverse
Effect.

               Section 3.18  Vote Required. The affirmative vote of the holders
of shares of Common Capital Stock entitled to cast at least two-thirds of the
votes which the outstanding shares of Common Capital Stock are entitled to cast
at the time on matters other than the election of directors is the only vote of
the holders of any class or series of the Company's capital stock which may be
necessary to approve this Agreement or the Transactions. The restrictions
contained in Section 203 of the DGCL are not applicable to this Agreement, the
Stockholders Agreement and the transactions contemplated hereby and thereby,
including the Offer, the Merger and the acquisition of Shares pursuant to the
Stockholders Agreement. No other State takeover statute or similar state

                                       34

statute applies or purports to apply to the Offer, the Merger or the other
Transactions.

               Section 3.19  Interested Party Transactions. Except as set forth
in Section 3.19 of the Company Disclosure Schedule or the Company SEC Documents
or as otherwise contemplated by this Agreement, for events as to which the
amounts involved do not, in the aggregate, exceed $300,000 since the Company's
proxy statement dated April 5, 1999, no event has occurred that would be
required to be reported as a Certain Relationship or Related Transaction
pursuant to Item 404 of Regulation S-K promulgated by the SEC.

               Section 3.20  Environmental Laws.

               Except, for purposes of Sections 3.20(a)-(f), such matters as
would not have, individually or in the aggregate, a Company Material Adverse
Effect:

               (a) Except as set forth in Section 3.20(a) of the Company
Disclosure Schedule, the Company and its Subsidiaries have always been and are
in compliance with all applicable Environmental Laws (as defined below) (which
compliance includes, without limitation, the possession by the Company and its
Subsidiaries of all permits and other governmental authorizations required under
applicable Environmental Laws, and compliance with the terms and conditions
thereof).

               (b) Except as set forth in Section 3.20(b) of the Company
Disclosure Schedule, there is no Environmental Claim (as defined below) pending
or, to the Company's knowledge, threatened against the Company or any of its
Subsidiaries or, to the Company's knowledge, against any person or entity whose
liability for any Environmental Claim the Company or any of its Subsidiaries has
or may have retained or assumed either contractually or by operation of law.

               (c) Except as disclosed in Section 3.20(c) of the Company
Disclosure Schedule, to the knowledge of Company, there are no pending
proceedings related to the issuance or renewal of permits or authorizations
required under Environmental Laws.

                                       35

               (d) Except as disclosed in Section 3.20(d) of the Company
Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject
to any judicial or administrative orders or decrees pursuant to any
Environmental Law.

               (e) Except as set forth in Section 3.20(e) of the Company
Disclosure Schedule, there are no past or present actions, activities,
circumstances, conditions, events or incidents, including, without limitation,
the release or presence of any Hazardous Material (as defined below), which
could reasonably be expected to form the basis of any Environmental Claim (as
defined below) against the Company or any of its Subsidiaries, or to the
Company's knowledge, against any person or entity whose liability for any
Environmental Claim the Company or any of its Subsidiaries has or may have
retained or assumed either contractually or by operation of law.

               (f) Except as set forth in Section 3.20(f) of the Company
Disclosure Schedule, the Company and its Subsidiaries have not and, to the
knowledge of the Company, no other person has placed, stored, deposited,
discharged, buried, dumped or disposed of Hazardous Materials or any other
wastes produced by, or resulting from, any business, commercial or industrial
activities, operations or processes, on, beneath or adjacent to any property
currently or formerly owned, operated or leased by the Company or any of its
Subsidiaries, except (x) for inventories of such substances to be used, and
wastes generated therefrom, which have been disposed of in compliance with
Environmental Laws in the ordinary course of business of the Company and its
Subsidiaries.

               (g) For purposes of this Agreement, (i) "Environmental Laws"
means all federal, State, local and foreign laws and regulations relating to
pollution or protection of human health, safety or the environment enacted as of
the date of this Agreement, including, without limitation, laws relating to
releases or threatened releases of Hazardous Materials or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, release,
disposal, transport or handling of Hazardous Materials and all laws and
regulations with regard to record keeping, notification, disclosure and
reporting requirements respecting Hazardous Materials; (ii) "Environmental
Claim" means any claim,

                                       36

action, cause of action, investigation or notice (written or oral) by any person
or entity alleging potential liability (including, without limitation, potential
liability for investigatory costs, cleanup costs, governmental response costs,
natural resources damages, property damages, personal injuries, or penalties)
arising out of, based on or resulting from (a) the presence, or release, of any
Hazardous Materials at any location, whether or not owned, leased or operated by
the Company or any of its Subsidiaries, or (b) circumstances forming the basis
of any violation, or alleged violation, of any Environmental Law; (iii)
"Hazardous Materials" means all substances defined as Hazardous Substances,
Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances
Pollution Contingency Plan, 40 C.F.R. 'SS' 300.5, or defined as such by, or
regulated as such under, any Environmental Law.

               Section 3.21  Real Property. The Company or one of its
Subsidiaries has good and marketable title to each parcel of real property owned
by the Company or its Subsidiaries and a valid leasehold interest in all real
property leased by the Company and its Subsidiaries free and clear of all
pledges, claims, liens, charges, mortgages, conditional sale or title retention
agreements, hypothecations, collateral assignments, security interests,
easements and other encumbrances of any kind or nature whatsoever (collectively,
"Liens") except (A) those reflected or reserved against in the latest balance
sheet of the Company included in the Company SEC Documents or Section 3.21 of
the Company Disclosure Schedule, (B) taxes and general and special assessments
not in default and payable without penalty and interest, and (C) other Liens
that individually or in the aggregate do not materially detract from the value
of such property or its intended use.

               Section 3.22  Opinion of Financial Advisor. The Company has
received the opinion of William Blair & Company, LLC, dated December 18, 1999,
to the effect that, as of such date, the consideration to be received by the
holders of Shares pursuant to this Agreement is fair to such holders from a
financial point of view, a copy of which opinion has been delivered to Parent
and the Purchaser.

                                       37

               Section 3.23  Brokers. No broker, finder or investment banker
(other than William Blair & Company, LLC the fees and expenses of whom will be
paid by the Company) is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company. The Company has
heretofore furnished to Parent a complete and correct copy of all agreements
between the Company and William Blair & Company, LLC pursuant to which such firm
would be entitled to any payment relating to the transactions contemplated
hereunder.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                           OF PARENT AND THE PURCHASER

               The Parent and Purchaser represent and warrant to the Company as
set forth below.

               Section 4.1  Organization. Each of Parent and the Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has all requisite corporate or other similar power and authority
and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as now being conducted, except where the
failure to be so organized, existing and in good standing or to have such power,
authority, and governmental approvals would not have, individually or in the
aggregate, a Parent Material Adverse Effect. As used in this Agreement, "Parent
Material Adverse Effect," with reference to any events, changes or effects,
shall mean such events, changes or effects that are materially adverse to the
Parent and its Subsidiaries, taken as a whole.

              Section 4.2  Authorization; Validity of Agreement; Necessary
Action. Each of Parent and the Purchaser has full corporate power and authority
to execute and deliver this Agreement and to consummate the Transactions. The
execution, delivery and performance by Parent and the Purchaser of this
Agreement and the consummation of the Merger and of the Transactions have been
duly authorized by the Board of Directors of Parent and the Purchaser and by
Parent as the sole stockholder of the

                                       38

Purchaser and no other corporate action on the part of Parent or the Purchaser
is necessary to authorize the execution and delivery by Parent and the Purchaser
of this Agreement and the consummation of the Transactions. This Agreement has
been duly executed and delivered by Parent and the Purchaser, as the case may
be, and, assuming due and valid authorization, execution and delivery hereof by
the Company, is a valid and binding obligation of each of Parent and the
Purchaser, as the case may be, enforceable against each of them in accordance
with its terms.

               Section 4.3  Consents and Approvals; No Violations. Except for
the filings contemplated by Sections 5.11 and 5.12 and except for the filings,
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Exchange Act, the HSR Act, the laws of any
jurisdiction, and the DGCL, none of the execution, delivery or performance of
this Agreement by Parent or the Purchaser, the consummation by Parent or the
Purchaser of the Transactions or compliance by Parent or the Purchaser with any
of the provisions hereof will (i) conflict with or result in any breach of any
provision of the respective certificate of incorporation or by-laws of Parent or
the Purchaser, (ii) require any filing with, or permit, authorization, consent
or approval of, any Governmental Entity, (iii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which Parent, or any of its Subsidiaries or the Purchaser is a party or by
which any of them or any of their respective properties or assets may be bound,
or (iv) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Parent, any of its Subsidiaries or any of their
properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv)
such violations, breaches, defaults or such failures to make filings, or obtain
permits, authorizations, consents or approvals which would not, individually or
in the aggregate, have a material adverse effect on the ability of Parent and
Purchaser to consummate the Transactions.

                                       39

               Section 4.4  Financing. As of the date hereof, Parent and
Purchaser have, and on the Share Purchase Date and at the Effective Time, Parent
and Purchaser will have, sufficient cash resources available to finance the
Transactions.

                                    ARTICLE V

                                    COVENANTS

               Section 5.1  Interim Operations of the Company. The Company
covenants and agrees that, except (i) as expressly contemplated by this
Agreement, (ii) as set forth on Section 5.1 of the Company Disclosure Schedule
or (iii) with the consent of Parent, which consent will not be unreasonably
withheld, after the date hereof, and prior to the time the directors designated
by the Purchaser have been elected to, and shall constitute a majority of, the
Board pursuant to Section 1.3 (the "Appointment Date"):

               (a) the business of the Company and its Subsidiaries shall be
conducted only in the ordinary and usual course and, to the extent consistent
therewith, each of the Company and its Subsidiaries shall use its commercially
reasonable best efforts and shall cooperate with Parent to preserve its business
organization intact and maintain its existing relations with customers,
suppliers, employees, creditors and business partners;

               (b) the Company will not, directly or indirectly, (i) except (x)
upon exercise or payment of stock options or other awards outstanding under the
Company Stock Plans or (y) pursuant to outstanding obligations to the former
stockholders of Alarm Suppliers, Inc., sell, pledge, dispose of or encumber any
shares of, or securities convertible into or exchangeable for, or options,
warrants, calls, commitment or rights of any kind to acquire, any shares of
capital stock of any class of the Company or any of its Subsidiaries,(ii) amend
its Certificate of Incorporation or By-laws or similar organizational
documents; or (iii) split, combine or reclassify the outstanding Shares or any
outstanding capital stock of any of the Subsidiaries of the Company;

               (c) neither the Company nor any of its Subsidiaries shall: (i)
declare, set aside or pay any dividend

                                       40

or other distribution payable in cash, stock or property with respect to its
capital stock other than dividends paid by Subsidiaries of the Company in the
ordinary course of business consistent with past practice; provided, that the
Company may declare and pay the regular quarterly cash dividends in amounts not
to exceed $.0217 per share of Common Stock and $.03 per share of Class A Stock
to holders of shares of Common Stock and Class A Stock;(ii) transfer, lease,
license, sell, mortgage, pledge, dispose of, or encumber any assets other than
in the ordinary and usual course of business and consistent with past practice,
or incur or modify any indebtedness or other liability, other than in the
ordinary and usual course of business and consistent with past practice; or
(iii) redeem, purchase or otherwise acquire directly or indirectly any of its
capital stock;

               (d) neither the Company nor any of its Subsidiaries shall,
except as required by any collective bargaining agreement, grant any increase
in the compensation payable or to become payable by the Company or any of its
Subsidiaries to any of its officers or employees except that the Company and its
Subsidiaries may grant base salary increases consistent with past practice for
employees normally occurring at or after the 1999 year end for year 2000;
provided, that such increases in base salaries may not exceed five percent (5%)
in the aggre gate for all such employees (except for salaries paid to managers
of businesses acquired by the Company after October 1, 1998, in which case such
salaries shall be determined in a manner consistent with the Company's past
practice with respect to salaries paid to managers of acquired companies);
provided, further, that any increases in the base salaries payable to the
Company's top ten most highly compensated executives must be consistent with
past practice for such executives (unless agreed to, on a case by case basis, by
Parent) and, in any event, such increases may not exceed ten percent (10%) of
base salary (x) for each such executive and (y) in the aggregate for all such
executives;

               (e) neither the Company nor any of its Subsidiaries shall (A)
adopt any new, or (B) amend or otherwise increase, or accelerate the payment or
vesting of the amounts payable or to become payable under, any existing, bonus,
incentive compensation, deferred compensation, severance, profit sharing, stock
option, stock purchase,

                                       41

insurance, pension, retirement or other employee benefit plan, agreement or
arrangement; provided, that the Company may pay cash bonuses to any or all of
its managers covering 1999 performance so long as the amount of each such bonus
is consistent with past practice (unless agreed to, on a case by case basis, by
Parent) and the aggregate amount of such bonuses (excluding the bonuses payable
under previously agreed to formulas so long as the amounts paid are per such
existing formulas) do not exceed by twenty percent (20%) the aggregate amount of
the bonuses (in cash or otherwise) paid to such managers for 1998 performance,
except for bonuses paid to managers of businesses acquired by the Company after
October 1, 1998, in which case such bonuses shall be consistent with the
Company's past practice with respect to bonus policies for acquired businesses;
and provided, further, that the Company may, before the completion of the Offer
(x) modify the termination for "Good Reason" provision in executive employment
contracts such that "Good Reason" would include a reduction in yearly total
compensation opportunity offered to a given executive for reasonable
performance, and (y) eliminate the "Adjustments" clause in each of such
executive employment agreements;

               (f) neither the Company nor any of its Subsidiaries shall enter
into any employment or severance agreement with or otherwise grant any severance
or termi nation pay to any officer, director or employee of the Company or any
of its Subsidiaries; provided, that employment agreements with additional
executives may be entered into upon agreement of Parent and the Company;

               (g) neither the Company nor any of its Subsidiaries shall permit
any insurance policy naming it as a beneficiary or a loss payable payee to be
cancelled or terminated without notice to Parent, except in the ordinary course
of business and consistent with past practice;

               (h) neither the Company nor any of its Subsidiaries shall enter
into any contract or transaction relating to the purchase of assets other than
in the ordinary course of business consistent with prior practices;

               (i) neither the Company nor any of its Subsidiaries shall enter
into any contract or transaction

                                       42

relating to the lending of any material amount of money to, or the purchase of
any stock of, or other equity interest in, or material amount of assets of, any
corporation or other entity, or enter into any joint venture or partnership
(collectively, "Investments"), other than those Investments in progress on the
date hereof;

               (j) make any capital expenditures which are significantly in
excess of the amounts set forth in the budgets previously provided to Parent in
writing;

               (k) neither the Company nor any of its Subsidiaries shall change
any of the accounting methods used by it unless required by GAAP, make any
material Tax election except in the ordinary course of business consistent with
past practice, change any material Tax election already made, adopt any material
Tax accounting method except in the ordinary course of business consistent with
past practice, change any material Tax accounting method unless required by
GAAP, or, except in the ordinary course consistent with past practice, enter
into any closing agreement, settle any Tax claim or assessment or consent to any
Tax claim or assessment or any waiver of the statute of limitations for any such
claim or assessment; and

               (l) neither the Company nor any of its Subsidiaries will take
any action with the intent of causing any of the conditions to the Offer set
forth in Annex A not to be satisfied.

               Section 5.2  Access; Confidentiality.

               (a) Upon reasonable notice, the Company shall (and shall cause
each of its Subsidiaries to) afford to the officers, employees, accountants,
counsel, financing sources and other representatives of Parent, access, during
normal business hours during the period prior to the Appointment Date, to all
its employees, properties, books, contracts, commitments and records and, during
such period, the Company shall (and shall cause each of its Subsidiaries to)
furnish promptly to the Parent (a) a copy of each report, schedule, registration
statement and other document filed or received by it during such period pursuant
to the requirements of federal securities laws and (b) all other information
concerning its business, properties and personnel as Parent may reasonably re-

                                       43

quest. Access shall include the right to conduct such environmental studies and
tests as Parent, in its reasonable discretion, shall deem appropriate. After
the Appointment Date, the Company shall provide Parent and such persons as
Parent shall designate with all such information, at such time as Parent shall
request. Nothing, however, contained in this Section 5.2 shall require
disclosure of the names of bidders, the disclosure of which is not required
under Section 5.4. Unless otherwise required by law and until the Appointment
Date, Parent will hold any such information which is nonpublic in confidence in
accordance with the provisions of the letter agreement dated July 15, 1999
related to the Transactions, as amended November 19, 1999 (the "Confidentiality
Agreement").

               (b) Following the execution of this Agreement, Parent and the
Company shall cooperate with each other and make all reasonable efforts to
minimize any disruption to the business which may result from the announcement
of the Transactions.

               Section 5.3  Consents and Approvals.

               (a) Each of the Company, Parent and the Purchaser will use its
commercially reasonable best efforts to comply promptly with all legal
requirements which may be imposed on it with respect to this Agreement and the
Transactions (which actions shall include, without limitation, furnishing all
information required under the HSR Act and in connection with approvals of or
filings with any other Governmental Entity) and will promptly cooperate with
and furnish information to each other in connection with any such requirements
imposed upon any of them or any of their Subsidiaries in connection with this
Agreement and the Transactions. Each of the Company, Parent and the Purchaser
will, and will cause its Subsidiaries to, use its commercially reasonable best
efforts to obtain (and will cooperate with each other in obtaining) any
consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party required to be
obtained or made by Parent, the Purchaser, the Company or any of their
Subsidiaries in connection with the Merger or the taking of any action
contemplated thereby or by this Agreement.

                                       44

               (b) The Company and Parent shall each use its commercially
reasonable best efforts to file as soon as practicable notifications under the
HSR Act and to respond as promptly as practicable to any inquiries received
from the Federal Trade Commission and the Antitrust Division of the Department
of Justice for additional information or documentation and to respond as
promptly as practicable to all inquiries and requests received from any State
Attorney General or other Govern mental Entity in connection with antitrust
matters.

               (c) The Company and Parent shall each use its commercially
reasonable best efforts to file as soon as practicable any other forms or
notifications which may be required by any foreign Governmental Entity and to
obtain as promptly as reasonably possible any approvals which may be required in
connection therewith.

               Section 5.4  No Solicitation.

               (a) Neither the Company nor any of its Subsidiaries shall (and
the Company shall use its best efforts to cause its officers, directors,
employees, representatives and agents, including, but not limited to, investment
bankers, attorneys and accountants (collectively, "Agents"), not to), directly
or indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with, or provide any information to, any corporation, partnership,
person or other entity or group (other than Parent, any of its affiliates or
representatives) concerning any proposal or offer to acquire all or a
substantial part of the business and properties of the Company or any of its
Subsidiaries or any capital stock of the Company or any of its Subsidiaries,
whether by merger, tender offer, exchange offer, sale of assets or similar
transactions involving the Company or any Subsidiary, division or operating or
principal business unit of the Company (an "Acquisition Proposal"). The Company
will immediately cease any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any of the foregoing, if any.

               (b) Notwithstanding the foregoing, prior to the Share Purchase
Date, the Company may furnish information concerning its business, properties
or assets to any corporation, partnership, person or other entity or

                                       45

group, and may participate in discussions and negotiations with such entity or
group, if (x) such person has on an unsolicited basis submitted to the Company
(1) an Acquisition Proposal believed by the Board in good faith to be bona fide,
or (2) an expression of interest believed by the Board in good faith to be bona
fide indicating such person's desire to pursue the possibility of making an
Acquisition Proposal on terms financially superior to the Offer and the Merger
(an "Indication of Interest") and, in either such case, the Board determines in
good faith (i) after consulting with its financial advisors, that such person
has the financial capability to consummate such Acquisition Proposal or, in the
case of an Indication of Interest, a transaction on terms financially superior
to the Offer and Merger, and (ii) after receipt of advice from outside legal
counsel to the Company, that such action by the Company is appropriate in
furtherance of the best interests of the Company's stockholders, and (y) such
person has signed a confidentiality agreement substantially identical to the
Confi dentiality Agreement (it being understood that the Board and/or its
financial advisors may, in any event, discuss with any person submitting an
Acquisition Proposal or Indication of Interest such person's bona fides and/or
financial capability). The Company will promptly provide to Parent any written
material information regarding the Company provided to such person which was not
previously provided or otherwise made available to Parent.

               (c) The Company will promptly following receipt of an Acquisition
Proposal or Indication of Interest (and in any event not later than 24 hours
after receipt thereof) notify Parent of the receipt of the Acquisition Proposal
or Indication of Interest, as the case may be, and any stated, whether in
writing or other wise, material terms (other than the identity of the person
submitting such Acquisition Proposal or Indication of Interest) of such
Indication of Interest or Acquisition Proposal. The Company will promptly
notify Parent of any material changes in any disclosed Indication of Interest or
Acquisition Proposal. The foregoing notwithstanding, the Company shall not be
required to disclose the terms of any Indication of Interest unless and until
the Company publicly discloses the existence of such Indication of Interest.

                                       46

               (d) The Board may withdraw or modify its approval or
recommendation of the Offer and/or the Merger, provided (i) the Board believes
in good faith, after receipt of advice from outside legal counsel to the
Company, that the failure to do so could reasonably be expected to cause the
Board to violate its fiduciary duties to the Company's stockholders under
applicable law, and (ii) the Company notifies Parent of any such withdrawal or
modification prior to its release to the public.

               (e) At any time after 5:00 P.M., Central Time, on the second full
business day following the business day on which notice is given (it being under
stood that Christmas Eve and New Years Eve shall not be deemed to be "business
days" for such purpose) to Parent of the Company's intent to do so and if the
Company has otherwise complied with the terms of this Section 5.4 (including,
without limitation, the provisions of Section 5.4(c)), the Board may, provided
that the notice identifies the person submitting the Acquisition Proposal,
cause the Company to enter into an agreement with respect to such Acquisition
Proposal. Parent agrees that neither it nor any of its Subsidiaries nor any of
the officers, directors, employees, representatives or agents, including, but
not limited to investment bankers, attorneys and accountants, of any of the
foregoing shall, directly or indirectly, contact, on behalf or at the direction
of Parent or any of its Subsidiaries, any person disclosed to Parent as having
submitted an Acquisition Proposal with respect to such Acquisition Proposal, the
Offer, the Merger, or any arrangement or understanding in connection therewith
(other than contacts not intended to dissuade, and that are not reasonably
likely to have the effect of dissuading, such person from pursuing such
Acquisition Proposal), so long as such person is subject to similar
restrictions. In the event the Company is going to enter into an agreement with
respect to an Acquisition Proposal pursuant to the second preceding sentence,
the Company will not do so unless it has terminated this Agreement pursuant to
Section 7.1(c)(ii) and paid or caused to be paid to Parent the Termination Fee
(as defined below) not later than simultaneously with entering into such agree
ment. In the event that any notice given pursuant to this Section 5.4(e) is
given on a non-business day, the notice shall be deemed to have been given on
the next following business day.

                                       47

               (f) Nothing contained in this Section 5.4 or any other provision
hereof, however, shall prohibit the Company or the Board from (i) taking and
disclosing to the Company's stockholders a position with respect to a tender or
exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated
under the Exchange Act, or (ii) making such disclosure to the Company's stock
holders as, in the good faith judgment of the Board, after receiving advice from
outside counsel, is required under applicable law, provided that the Company may
not, except as permitted by Section 5.4(d) or (e), withdraw or modify its
approval or recommendation of the Offer or the Merger or enter into any
agreement with respect to any Acquisition Proposal.

               (g) Notwithstanding the foregoing provisions of this Section 5.4,
it is agreed and understood that the Company (i) will include in the joint press
release announcing this Agreement a statement to the effect that, consistent
with its fiduciary obligations and subject to the terms of this Agreement, the
Board has preserved its ability to respond to third parties where appropriate,
(ii) will file this Agreement, the Stockholders Agreement and such press release
as exhibits to a Current Report on Form 8-K and (iii) may repeat such statement
in other public disclosures and in private communications with financial
analysts, its stockholders and others.

               (h) Nothing contained in this Section 5.4 shall prohibit Parent
from purchasing Shares pursuant to the Offer or the Stockholders Agreement.

               Section 5.5 Additional Agreements. Subject to the terms and
conditions herein provided, each of the parties hereto shall use all
commercially reasonable best efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations, or to remove any injunction or other
impediments or delays, legal or otherwise, to achieve the satisfaction of the
Minimum Condition and all conditions set forth in Annex A and Article VI, and to
consummate and make effective the Merger and the other transactions contemplated
by this Agreement. In case at any time after the Effective Time any further
action is necessary or desirable to carry out the purposes of this Agreement,
the proper officers and directors of the Company, Parent and the Purchaser shall

                                       48

use all commercially reasonable best efforts to take, or cause to be taken, all
such necessary actions.

               Section 5.6  Publicity. The initial press release (the "Press
Release") with respect to the execution of this Agreement shall be a joint
press release acceptable to Parent and the Company. Thereafter, except as
provided in Section 5.4(g), so long as this Agreement is in effect, neither the
Company, Parent nor any of their respective affiliates shall issue or cause the
publication of any press release or other public announcement with respect to
the Merger, this Agreement or the other Transactions without the prior
consultation of the other party, except as such party believes, after receiving
the advice of outside counsel, may be required by law or by any listing
agreement with a national securities exchange or trading market, in which case,
such party shall contact the other party prior to, or if impracticable as soon
as reasonably practicable after, making any such disclosure.

               Section 5.7  Notification of Certain Matters. The Company shall
give prompt notice to Parent and Parent shall give prompt notice to the Company,
of (i) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would cause any representation or warranty contained in
this Agreement to be untrue or inaccurate in any material respect at or prior to
the completion of the Offer and (ii) any material failure of the Company, Parent
or the Purchaser, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder;
provided, however, that the delivery of any notice pursuant to this Section 5.7
shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice. If requested by Parent, the Company shall confirm
the satisfaction of the condition to the Offer set forth in paragraph (f) of
Annex A hereto.

               Section 5.8  Directors' and Officers' Insurance and
Indemnification.

               (a) From and after the Share Purchase Date, Parent shall cause
the Company or any successor to the Company (including, without limitation, the
Surviving Corporation) to indemnify, defend and hold harmless the

                                       49

present and former directors, officers and employees of the Company and its
Subsidiaries, and persons who become any of the foregoing prior to the Effective
Time (each an "Indemnified Party") against all losses, claims, damages,
liabilities, costs, fees and expenses (including reasonable fees and
disbursements of counsel and judgments, fines, losses, claims, liabilities and
amounts paid in settlement (provided that any such settlement is effected with
the written consent of the Parent or the Surviving Corporation which consent
shall not unreasonably be withheld or delayed)) arising out of actions or
omissions occurring at or prior to the Effective Time to the full extent
permitted under applicable Delaware law. Parent further agrees to advance
expenses to any Indemnified Party promptly upon receipt of an undertaking from
such Indemnified Party that such expenses shall be repaid should it be
ultimately determined that such Indemnified Party is not entitled to
indemnification hereunder.

               (b) Parent shall, or shall cause the Company or any successor to
the Company (including without limitation, the Surviving Corporation) to,
maintain the Company's existing officers' and directors' liability insurance
("D&O Insurance") for a period of not less than six years after the Share
Purchase Date; provided, that the Parent may substitute therefor policies of
substantially equivalent coverage and amounts containing terms no less
favorable to the directors or officers who are Indemnified Parties; provided,
further, if the existing D&O Insurance protecting such directors and officers
expires, is terminated or cancelled during such period, Parent or the Surviving
Corporation will use all reason able efforts to obtain substantially similar D&O
Insurance; provided, further, however, that in no event shall the Company be
required to pay aggregate annual premiums for insurance under this Section
5.8(b) in excess of 175% of the aggregate premiums paid by the Company in 1999
on an annualized basis for such purpose (the "1999 Premium"); and provided,
further, that if the Parent or the Surviving Corporation is unable to obtain the
amount of insurance required by this Section 5.8(b) for such aggregate premium,
Parent or the Surviving Corporation shall obtain as much insurance as can be
obtained for an annual premium not in excess of 175% of the 1999 Premium.

                                       50

               Section 5.9 Purchaser Compliance. Parent shall cause the
Purchaser to comply with all of its obligations under or related to this
Agreement.

               Section 5.10 Employee Benefits.

               (a) Parent shall cause the Company, and following the Merger,
the Surviving Corporation, to provide for a period of not less than one year
following the Share Purchase Date to each person who is an employee of the
Company or its Subsidiaries immediately prior to the Share Purchase Date (a
"Company Employee") who remains in the employ of the Company or any of its
Subsidiaries with employee benefits that are generally comparable, in the
aggregate, to the employee benefits provided to such employees immediately prior
to the date hereof. For purposes of all employee benefit plans, programs and
arrangements maintained by or contributed to by Parent and its Subsidiaries
(including, after the Share Purchase Date, the Company and any successor
thereto, including without limitation, the Surviving Corporation), Parent shall,
or shall cause its Subsidiaries to, cause each such plan, program or arrangement
made available to such employees to treat the prior service with the Company,
its affiliates or other entities of each Company Employee (to the same extent
such service is recognized under analogous plans, programs or arrangements of
the Company or its affiliates prior to the Share Purchase Date) as service
rendered to Parent or its Subsidiaries, as the case may be, for purposes of
eligibility to participate in and vesting thereunder (but not benefit accrual,
except to the extent required by law); provided, however, that such crediting of
service shall not operate to duplicate any benefit or the funding of such
benefit. Company Employees shall also be given credit for any deductible or
co-payment amounts paid in respect of the plan year in which the Share Purchase
Date occurs, to the extent that, following the Share Purchase Date, they
participate in any other plan for which deductibles or co-payments are required.
Parent shall also cause each Parent benefit plan made available to Company
Employees to waive any preexisting condition which was waived or otherwise
covered under the terms of any Company Plan immediately prior to the Share
Purchase Date or waiting period limitation which would otherwise be applicable
to a Company Employee on or after the Share Purchase Date.

                                       51

               (b) Parent shall cause the Surviving Corporation to honor the
employment agreements and change of control plans listed in Section 5.10(a) to
the Company Disclosure Schedule (the "Severance Agreements"), except to the
extent modified or superseded by a separate agreement entered into by the
employee and the Company or Parent or Purchaser.

               (c) Parent shall establish a severance program covering any
domestic Company employees whose employment may be terminated within one year of
the Share Purchase Date other than for cause, death or disability. The severance
program shall provide severance benefits of not less than one week of salary for
each year of service up to a maximum of 52 weeks. Parent shall further provide,
or arrange to have provided, outplacement assistance appropriate for each
employee level. In addition, Parent shall establish "pay to stay" programs for
Company em ployees as appropriate. Parent shall establish such other plans or
programs as contemplated by Section 5.10(c) of the Company Disclosure Schedule.

               (d) The provisions of this Section 5.10 shall not be applicable
to employees subject to collective bargaining agreements whose employment shall
be subject to the terms of such agreements.

               Section 5.11  Compliance with ISRA.

               (a) The Company and its Subsidiaries shall be responsible, prior
and subsequent to the Share Purchase Date, for compliance with the New Jersey
Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (together, with the
regulations and guidance promulgated thereunder, "ISRA").

               (b) Prior to the Share Purchase Date, the Company and its
Subsidiaries and Parent and the Purchaser shall reasonably cooperate with one
another with respect to compliance with ISRA, including, but  not limited to,
providing Parent and the Purchaser with advance copies of all submittals to be
filed in connection with ISRA and reasonably incorporating comments provided by
Parent and/or the Purchaser into such filings, providing copies of
correspondence and documents received from the New Jersey Department of
Environmental Protection ("NJDEP") to Purchaser on a timely basis, and
undertaking strategic

                                       52

actions with respect to ISRA compliance only after consultation with Parent
and/or the Purchaser; provided, that nothing herein shall require the Company
and its Subsidiaries to undertake any action that would cause any of them to
violate the requirements of ISRA. Without limiting the generality of the
foregoing, the Company shall, at the reasonable request of Parent and/or the
Purchaser, file an application for a Letter of Non-Applicability or another
appropriate exemption or limitation on the scope of ISRA review if, in the
reasonable judgment of Purchaser, such application is reasonably likely to be
approved by the NJDEP.

               (c) Without limiting the generality of Section 5.11(b), to the
extent that it is determined that ISRA is applicable to the Merger or the
purchase of Shares pursuant to the Offer, the Company and its Subsidiaries
shall reasonably cooperate with Parent and the Purchaser, and Parent and the
Purchaser shall reasonably cooperate with the Company and its Subsidiaries, to
take all actions necessary to obtain approval from the NJDEP to effectuate the
Merger. To the extent that it is not possible to obtain a No Further Action
Letter (as defined in ISRA) or an approval of a Remediation Workplan (as defined
in ISRA) or some other approval that would exempt or limit the application of
ISRA to the transaction prior to the date the Merger is to scheduled to become
effective or the Share Purchase Date, Parent and the Purchaser and the Company
and its Subsidiaries agree that the Company and/or its relevant Subsidiaries
shall enter into a Remediation Agreement with the NJDEP in order to allow the
Merger and the purchase of Shares pursuant to the Offer to proceed.

               Section 5.12  Compliance with Connecticut Transfer Act.

               (a) The Company and its Subsidiaries shall be responsible, prior
and subsequent to the Share Purchase Date, for compliance with the Connecticut
Transfer Act.

               (b) Prior to the Share Purchase Date, the Company and its
Subsidiaries and Parent and the Purchaser shall reasonably cooperate with one
another with respect to compliance with the Connecticut Transfer Act, including,
but not limited to, the Company and its Subsidiaries reasonably consulting
with Purchaser regarding whether

                                       53

the Company and its Subsidiaries, for each property in Connecticut that is
subject to the Connecticut Transfer Act, will provide a Form I, Form II, Form
III or Form IV (as such terms are defined by the Connecticut Transfer Act)
(hereinafter, reference to the "Form" shall mean a Form I, Form II, Form III or
Form IV) to Parent and the Purchaser at the Share Purchase Date. The Company and
its Subsidiaries shall provide a copy, in draft form, of (i) the Form it intends
to provide to Parent and the Purchaser for each property that is subject to the
Connecticut Transfer Act and (ii) any Environmental Assessment forms (if such
forms are required under the Connecticut Transfer Act), at least 10 business
days prior to the Share Purchase Date, and the use and contents of such Form and
such Environmental Assessment form shall be subject to Parent's and the
Purchaser's reasonable approval; provided, that nothing herein shall require
the Company and its Subsidiaries to undertake any action that would cause any of
them to violate the requirements of the Connecticut Transfer Act.

               Section 5.13  Tax Opinion.

               (a) On or prior to the date hereof, Parent has received an
opinion of counsel from Kirkland & Ellis stating that it is their opinion that,
based on the representations contained in the representation letters referred to
in such opinion and previously delivered to Parent from King Harris, Edward
Schwartz, Paul R. Gauvreau, and Leo Guthart (the "Listed Officers"), and from
Neison Harris, Irving Harris, William Harris and Robert Barrows (the "Listed
Directors"), and assuming the accuracy of the facts set forth in Section 5.13 of
the Company Disclosure Schedule (the "Tax Schedule"), the Spinoff will not fail
to qualify as a distribution on which no gain or loss was recognized by the
Indemnified Company Stockholders under Section 355 of the Code due to violation
of the "device" or "continuity of shareholder interest" requirements of Section
355 of the Code and the regulations thereunder (an "Indemnifiable
Disqualification") as a result of (1) the negotiation (which began with the
exploratory-meetings between representatives of Parent and/or Honeywell Inc. and
the Company commencing in May 1999), execution and delivery of this Agreement or
(2) any of the transactions contemplated by this Agree ment or the Stockholders
Agreement, assuming the Transactions are consummated as contemplated in the
Agreement.

                                       54

               (b) For purposes of this Section 5.13 and Section 5.14 and Annex
A hereto:

               (i) "Spinee" means Penton Media, Inc., a Delaware corporation.

               (ii) "Spinoff" means the distribution by the Company of all of
the outstanding capital stock of Spinee to the stockholders of the Company of
record at the close of business on July 31, 1998 (and such stockholders, without
regard to whether they currently or hereafter hold any capital stock of the
Company or Spinee, are referred to as the "Indemnified Company Stockholders").

               (iii) "Indemnified Tax" means:

               (1) any Tax imposed on and payable by an Indemnified Company
Stockholder resulting from an Indemnifiable Disqualification as a result of (x)
the negotiation (which began with the exploratory meetings between
representatives of Parent and/or Honeywell Inc. and the Company commencing in
May 1999), execution and delivery of this Agreement, (y) any of the transactions
contemplated by this Agreement or the Stockholders Agreement, or (z) any action
or inaction on the part of Parent or the Company at or after the Share Purchase
Date, less

               (2) if it is determined that the Spinoff failed to qualify as a
distribution to which Section 355 of the Code applied, any refund or credit of
Taxes paid which such Indemnified Company Stockholder would be entitled to
receive (assuming, whether or not true, that the Indemnified Company Stockholder
had filed a claim for such refund or credit (including a protective refund
claim) promptly upon receipt of the notice described in Section 5.14(b)(iii)) as
a result of any increase in the tax basis (as compared to the tax basis that
would exist if the Spinoff qualified as a distribution to which Section 355 of
the Code applied) of shares of capital stock of the Company or shares of Spinee
capital stock received by the Indemnified Company Stockholder in the Spinoff
which the Indemnified Company Stockholder has sold or otherwise disposed of on
or before the date Parent's indemnification payment to the Indemnified Company
Stockholder is made hereunder, and less (without duplication)

                                       55

               (3) if it is determined that the Spinoff failed to qualify as a
distribution to which Section 355 of the Code applied, the deemed present value
of any future Tax savings available to such Indemnified Company Stockholder as a
result of any increase in the tax basis (as compared to the tax basis that would
exist if the Spinoff qualified as a distribution to which Section 355 of the
Code applied) of the shares of Spinee capital stock received by the Indemnified
Company Stockholder in the Spinoff. The deemed present value of such future tax
savings shall be equal to 68% of the Tax savings that would be available to such
Indemnified Company Stockholder if taxable gain or loss with respect to any
shares of Spinee capital stock received by the Indemnified Company Stockholder
in the Spinoff then held by the Indemnified Company Stockholder were recognized
on the date Parent's indemnification payment to the Indemnified Company
Stockholder is made hereunder.

               Section 5.14  Indemnification.

               (a) Parent agrees, subject to the terms and conditions of this
Section 5.14, to indemnify, defend and hold harmless each Indemnified Company
Stockholder from any Indemnified Tax.

               (b) Parent's obligation to indemnify a particular Indemnified
Company Stockholder from an Indemnified Tax shall be of no force or effect if:

                      (i) any of the fact statements set forth in the Tax
Schedule are not true and correct or any Listed Officer or Listed Director fails
to cooperate with Parent in Parent's defense against the Indemnified Tax as
reasonably requested by Parent and with Parent responsible for the reasonable
out-of-pocket expenses of the Listed Officer or Listed Director, and the
untruthfulness or incorrectness of such fact or such failure to cooperate is
material to a determination that an Indemnifiable Disqualification has occurred;
or

                      (ii) in the case of a Listed Officer or Listed Director,
any representation made by any Listed Officer or Listed Director in any such
person's representation letter is not true and correct and such failure is
material to a determination that an Indemnifiable Disqualification has
occurred; or

                                       56

                      (iii) the Indemnified Company Stockholder does not notify
Parent within 15 business days of the Indemnified Company Stockholder's receipt
of any written question or other notice from the Internal Revenue Service to
the effect that the Internal Revenue Service is reviewing the Spinoff (in which
event, notwithstanding the introduction to this subsection (b), Parent's
obligation to indemnify, defend and hold harmless the Indemnified Company
Stockholder from the Indemnified Tax shall not cease to be of any force or
effect, but instead shall be reduced to the extent such failure adversely
affects Parent's ability to defend against the Indemnified Tax); or

                      (iv) provided that Parent agrees to undertake the defense
against the Indemnified Tax in a writing given to the Indemnified Company
Stockholder within 15 business days following such notification and thereafter
diligently pursues such defense, the Indemnified Company Stockholder: (x) does
not permit Parent to control such defense or takes any action inconsistent with
such per mission, (y) does not cooperate with Parent in such defense as
reasonably requested by Parent and with Parent responsible for the reasonable
out-of-pocket expenses of the Indemnified Company Stockholder, or (z) consents
to the entry of any judgment or enters into any settlement with respect to the
Indemnified Tax without Parent's prior written consent (which shall not be
unreasonably withheld, determined solely with regard to the impact of the
settlement on the Parent) (it being understood that the Indemnified Company
Stockholder may retain separate counsel to monitor such defense, at the
Indemnified Company Stockholder's expense); or

                      (v) Parent's ability to defend against the Indemnified Tax
with respect to an Indemnified Company Stockholder is adversely affected as a
result of another Indemnified Company Stockholder who is a Listed Officer,
Listed Director, or a party to the Stockholders Agreement (x) failing to permit
Parent to control such other Indemnified Company Stockholder's defense against
an Indemnified Tax in a proceeding to which the proviso in Section 5.14 (b)(iv)
applied or (y) consenting to the entry of any judgment or entering into any
settlement with respect to an Indemnified Tax in a proceeding to which the
proviso in Section 5.14 (b)(iv) applied without Parent's prior written consent
(which shall not be unrea-

                                       57

sonably withheld), in which event, notwithstanding the introduction to this
subsection (b), Parent's obligation to indemnify, defend and hold harmless the
Indemnified Company Stockholder from the Indemnified Tax shall not cease to be
of any force or effect, but instead shall be reduced to the extent such failure
or consent or entry adversely affects Parent's ability to defend against the
Indemnified Tax).

               (c) In the event (i) Parent does not agree to undertake the
defense of the Indemnified Tax in a writing given to the Indemnified Company
Stockholder within 15 business days following such notification, or does not
thereafter diligently pursue such defense, and (ii) Parent does not agree to pay
the Indemnified Tax in a writing given to the Indemnified Company Stockholder
within 15 business days following such notification, and (iii) the Indemnified
Company Stockholder wishes to conduct its own defense of the Indemnified Tax,
and (iv) the Indemnified Company Stockholder gives written notification to
Parent that the Indemnified Company Stockholder intends to commence, no sooner
than 15 business days from such notice, its own defense of such Indemnified Tax,
the Indemnified Company Stockholder thereafter may conduct such defense and may,
without Parent's consent, consent to the entry of any judgment or enter into any
settlement with respect to the Indemnified Tax. In the event such conditions are
met, the Indemnified Tax shall include any costs reasonably incurred by the
Indemnified Company Stockholder in defending against or contesting the validity
of the Indemnified Tax. For the avoidance of doubt, Parent shall not be
obligated to indemnify any Indemnified Company Stockholder for costs of defense
where Parent has decided not to contest the Indemnified Tax and has so advised
the Indemnified Company Stockholder, and agreed to pay the Indemnified Tax, in
a writing given to the Indemnified Stockholder within the 15 business day period
described above.

               (d) Amounts to be paid by Parent to the Indemnified Company
Stockholder pursuant to this Section will be increased by such additional
amounts (the "Additional Amounts") as necessary so that the amounts received by
the Indemnified Company Stockholder, net of any Taxes thereon (including Taxes
on such Additional Amounts), will not be less than the amounts the Indemnified
Company Stockholder would have received if such Taxes had not

                                       58

been imposed. The Additional Amounts shall be determined by using the maximum
income tax rate applicable to long-term capital gains or ordinary income (based
on the respective portions of the amounts received by the Indemnified Company
Stockholder so characterized) for the year the payment is made.

               (e) In the event (i) Parent pays an amount to an Indemnified
Company Stockholder pursuant to this Section with respect to such Indemnified
Company Stockholder and (ii) it is subsequently determined that such
Indemnified Company Stockholder is not entitled to indemnification hereunder,
such Indemnified Company Stockholder shall be obligated, promptly upon written
demand, to reimburse Parent for such amount paid.

               (f) Each Indemnified Company Stockholder is an express third
party beneficiary of the provisions of this Section, and the benefits of this
Section shall not be withdrawn from or denied to any Indemnified Company
Stockholder without such Indemnified Company Stockholder's written consent.
Notwithstanding the preceding sentence, no such written consent is required to
the extent subsection (b) above operates to eliminate the benefits of this
Section 5.14.

                                   ARTICLE VI

                                   CONDITIONS

        Section 6.1  Conditions to Each Party's Obligation to Effect the
Merger. The respective obligation of each party to effect the Merger shall be
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions, any and all of which may be waived in whole or in part by
the Company, Parent or the Purchaser, as the case may be, to the extent
permitted by applicable law:

               (a) Shareholder Approval. This Agreement shall have been approved
and adopted by the requisite vote of the holders of the Shares, if required by
applicable law, in order to consummate the Merger;

               (b) Statutes; Court Orders. No statute, rule or regulation shall
have been enacted or promulgated by

                                       59

any governmental authority which prohibits the consummation of the Merger; and
there shall be no order or injunction of a court of competent jurisdiction in
effect precluding consummation of the Merger; provided, that Parent shall employ
its commercially reasonable best efforts to oppose, contest and resolve such
order or injunction;

               (c) Purchase of Shares in Offer. Parent, the Purchaser or their
affiliates shall have purchased Shares pursuant to the Offer; and

               (d) Other Government Approvals. Any other material governmental
approvals required to be obtained prior to the consummation of the Merger shall
have been obtained; provided, that Parent shall employ its commercially
reasonable best efforts to obtain any such required approvals.

                                   ARTICLE VII

                                   TERMINATION

        Section 7.1  Termination. This Agreement may be terminated and the
Transactions contemplated herein may be abandoned at any time prior to the Share
Purchase Date:

               (a) By the mutual written consent of Parent and the Company.

               (b) By either of the Company or Parent:

                      (i) if (x) the Offer shall have expired without any Shares
        being purchased therein or (y) the Purchaser shall not have accepted for
        payment all Shares tendered pursuant to the Offer by February 20, 2000
        or, in the event that the failure of the conditions to the Offer as of
        February 20, 2000 is as a result of any waiting periods under applicable
        laws having not expired, or any approvals under applicable laws
        having not been received, by February 20, 2000, June 30, 2000,
        provided, however, that the right to terminate this Agreement under this
        Section 7.1(b)(i) shall not be available (A) to any party whose failure
        to fulfill any obligation under

                                       60

        this Agreement has been the cause of, or resulted in, the failure of
        Parent or the Purchaser, as the case may be, to purchase the Shares
        pursuant to the Offer on or prior to such date, or (B) after Purchaser
        shall have purchased Shares pursuant to the Offer; or

                      (ii) if any Governmental Entity shall have issued an
        order, decree or ruling or taken any other action (which order, decree,
        ruling or other action the parties hereto shall use their reasonable
        efforts to lift), which permanently restrains, enjoins or otherwise
        prohibits the acceptance for payment of, or payment for, Shares pursuant
        to the Offer or the Merger and such order, decree, ruling or other
        action shall have become final and non-appealable.

               (c) By the Company:

                      (i) if Parent, the Purchaser or any of their affiliates
        shall have failed to commence the Offer on or prior to five business
        days following the date of the initial public announcement of the Offer;
        provided, that the Company may not terminate this Agreement pursuant to
        this Section 7.1(c)(i) if the Company is at such time in breach of its
        obligations under this Agreement such as to cause a material adverse
        effect on the Company and its Subsidiaries, taken as a whole;

                      (ii) in connection with entering into a definitive
        agreement in accordance with Section 5.4(e), provided it has complied
        with all provisions thereof, including the notice provisions therein,
        and that it makes simultaneous payment of the Termination Fee; or

                      (iii) if Parent or the Purchaser shall have breached in
        any material respect any of their respective representations,
        warranties, covenants or other agreements contained in this Agreement,
        which breach cannot be or has not been cured, in all material respects,
        within 30 days after the giving of written notice to Parent or the
        Purchaser, as applicable.

                                       61

               (d)  By Parent:

                      (i) if, due to an occurrence, not involving a breach by
        Parent or the Purchaser of their obligations hereunder, which makes it
        impossible to satisfy any of the conditions set forth in Annex A hereto,
        Parent, the Purchaser, or any of their affiliates shall have failed to
        commence the Offer on or prior to five business days following the date
        of the initial public announcement of the Offer;

                      (ii) if prior to the Share Purchase Date, the Company
        shall have breached any representation, warranty, covenant or other
        agreement contained in this Agreement which (A) would give rise to the
        failure of a condition set forth in paragraph (f) or (g) of Annex A
        hereto and (B) cannot be or has not been cured, in all material
        respects, within 30 days after the giving of written notice to the
        Company;

                      (iii) if either Parent or the Purchaser is entitled to
        terminate the Offer as a result of the occurrence of any event set forth
        in paragraph (e) of Annex A hereto; or

                      (iv) if either Parent or the Purchaser is entitled to
        terminate the Offer as a result of the occurrence of any event set forth
        in paragraph (h) of Annex A hereto.

               Section 7.2  Effect of Termination. In the event of the
termination of this Agreement pursuant to its terms, written notice thereof
shall forthwith be given to the other party or parties specifying the provision
hereof pursuant to which such termination is made, and this Agreement shall
forthwith become null and void, and there shall be no liability on the part of
the Parent or the Company except (A) for fraud or for breach of this Agreement
prior to such termination and (B) as set forth in Sections 5.2(a) (the last
sentence thereof), 7.2 and 8.1. Any termination of this Agreement shall not
affect, and the Company agrees not to rescind or modify, any approval previously
granted under Section 203 of the DGCL with respect to the Stockholders Agreement
or the transactions contemplated thereby. The provisions of Section 5.14 shall
survive any termination of this Agreement if

                                       62

the option granted to Parent pursuant to Section 2.1(a) of the Stockholders
Agreement is exercised.

                                  ARTICLE VIII

                                  MISCELLANEOUS

               Section 8.1  Fees and Expenses.

               (a) Except as contemplated by this Agreement, including Section
8.1(b) hereof, all costs and expenses incurred in connection with this Agreement
and the consummation of the Transactions shall be paid by the party incurring
such expenses.

               (b) If (x) the Company shall terminate this Agreement pursuant to
Section 7.1(c)(ii), (y) either the Company or Parent terminates this Agreement
pursuant to Section 7.1(b)(i) or Parent terminates this Agreement pursuant to
Section 7.1(d)(ii) and, in the case of this subclause (y), (a) prior thereto
there shall have been publicly announced another Acquisition Proposal that is
financially superior to the Offer and Merger (either at the time it is made or
at any time prior to the termination of this Agreement) or Indication of
Interest and (b) an Acquisition Proposal shall be consummated on or prior to
November 15, 2000, or (z) Parent terminates this Agreement pursuant to Section
7.1(d)(iv) and, in the case of this subclause (z), an Acquisition Proposal on
terms financially superior to the Offer and Merger shall be consummated on or
prior to November 15, 2000, the Company shall pay to Parent an amount equal to
$80,000,000 (eighty million dollars) (the "Termination Fee"), which Termination
Fee shall be payable in same day funds and, in the case of clause (x), no later
than the termination of this Agreement; provided, however, that no Termination
Fee shall be payable if the Purchaser or Parent was in material breach of its
representations, warranties or obligations under this Agreement at the time of
its termination. No separate additional amount shall be payable hereunder to
Parent to reimburse it for out-of-pocket expenses.

               (c) If Parent shall terminate this Agreement pursuant to Section
7.1(d)(iii) hereof, the Company shall pay to Parent an amount equal to 50% of
the Termination

                                       63

Fee, which amount shall be payable in same day funds upon the termination of
this Agreement and, if an Acquisition Proposal shall be consummated on or prior
to November 15, 2000, the Company shall pay to Parent an amount equal to the
Termination Fee less any amount theretofore paid pursuant to this Section
8.1(c), which amount shall be payable in same day funds no later than the
consummation of such Acquisition Proposal.

               Section 8.2  Amendment and Modification. Subject to applicable
law, this Agreement may be amended, modified and supplemented in any and all
respects, whether before or after any vote of the stockholders of the Company
contemplated hereby, by written agreement of the parties hereto, by action taken
by their respective Boards of Directors (which in the case of the Company shall
include approvals as contemplated in Section 1.3(c)), at any time prior to the
Closing Date with respect to any of the terms contained herein.

               Section 8.3  Nonsurvival of Representations and Warranties. None
of the representations and warranties in this Agreement or in any schedule,
instrument or other document delivered pursuant to this Agreement shall survive
the completion of the Offer.

               Section 8.4  Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
Federal Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

               (a) if to Parent or the Purchaser, to:

                   Honeywell International Inc.
                   101 Columbia Road
                   Morristown, New Jersey 07912
                   Attention:  General Counsel
                   Telephone No.:973-455-2000
                   Telecopy No.:  973-455-4217

                   with a copy to:

                   Skadden, Arps, Slate, Meagher &
                   Flom LLP

                                       64

                   919 Third Avenue
                   New York, New York 10022
                   Attention: David J. Friedman, Esq.
                   Telephone No.: (212) 735-3000
                   Telecopy No.:  (212) 735-2000

                              and

                   if to the Company, to:

                   Pittway Corporation
                   200 S. Wacker Drive
                   Chicago, Illinois 60606
                   Attention:  President and CEO
                   Telephone No.:312-831-1070
                   Telecopy No.:  312-382-0722

                   with a copy to:

                   Kirkland & Ellis
                   200 East Randolph Drive
                   Chicago, Illinois 60601
                   Attention: Brian D. Hogan, Esq.
                   Telephone No.: (312) 861-2000
                   Telecopy No.:  (312) 861-2200

               Section 8.5  Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section of this Agreement
unless otherwise indicated. Whenever the words "include", "includes" or
"including" are used in this Agreement they shall be deemed to be followed by
the words "without limitation." As used in this Agreement, the term "affiliates"
shall have the meaning set forth in Rule 12b-2 of the Exchange Act.

               Section 8.6  Counterparts. This Agreement may be executed in
counterparts, each of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each of the parties
and delivered to the other parties.

               Section 8.7  Entire Agreement; No Third Party Beneficiaries This
Agreement and the Confidentiality Agreement (including the documents and the
instruments referred to herein and therein): (a) constitute the entire agreement
and supersedes all prior agreements and

                                       65

understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) except as provided in Sections 2.4, 5.8 and 5.14,
are not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.

               Section 8.8  Severability. Any term or provision of this
Agreement that is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction or other authority declares that any term or
provision hereof is invalid, void or unenforceable, the parties agree that the
court making such determination shall have the power to delete specific words or
phrases, or to replace any invalid, void or unenforceable term or provision
with a term or provision that is valid and enforceable and that comes closest
to expressing the intention of the invalid or unenforceable term or provision.

               Section 8.9  Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.

               Section 8.10  Assignment. Neither this Agreement not any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written content of the other parties, except that the Purchaser may assign, in
its sole discretion, any or all of its rights, interests and obligations
hereunder to Parent or to any direct or indirect wholly owned Subsidiary of
Parent (in which event such Subsidiary shall become a party to this Agreement
and the parties will make such amendments as are appropriate to reflect such
assignment. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

                                       66

               IN WITNESS WHEREOF, Parent, the Purchaser and the Company have
caused this Agreement to be signed by their respective duly authorized officers
as of the date first written above.

                      HONEYWELL INTERNATIONAL INC.

                      By /S/ J. Kevin Gilligan
                         -------------------------------------------------------
                             Name: J. Kevin Gilligan
                             Title: President, Home and Building
                                            Control-Solutions and Services,
                                            Authorized Signatory

                      HII-2 ACQUISITION CORP.

                      By /S/ J. Kevin Gilligan
                         -------------------------------------------------------
                             Name: J. Kevin Gilligan
                             Title: President

                      PITTWAY CORPORATION

                      By /S/ King Harris
                         -------------------------------------------------------
                            Name:  King Harris
                            Title: President and CEO

                                       67

                                                                         ANNEX A

               CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other
provisions of the Offer, and in addition to (and not in limitation of) the
Purchaser's rights to extend and amend the Offer at any time in its sole
discretion (subject to the provisions of this Agreement), the Purchaser shall
not be required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating
to the Purchaser's obligation to pay for or return tendered Shares promptly
after termination or withdrawal of the Offer), pay for, and may delay the
acceptance for payment of or, subject to the restriction referred to above, the
payment for, any tendered Shares, and, subject to the terms of the Merger
Agreement, may terminate or amend the Offer as to any Shares not then paid for,
if (i) any applicable waiting period under the HSR Act has not expired or
terminated, (ii) the Minimum Condition has not been satisfied, or (iii) at any
time on or after the date of this Agreement and before the Share Purchase Date,
any of the following events shall occur:

               (a)(i) there shall be threatened or pending any suit, action or
proceeding by any Governmental Entity against the Purchaser, Parent, the Company
or any Subsidiary of the Company or (ii) there shall be instituted or pending
any suit, action or proceeding before any court which, in the case of either (i)
or (ii), in the good faith judgment of Parent and Purchaser, after consulting
with legal counsel, is likely to result in any change or effect (or any
development that, insofar as can reasonably be foreseen, is likely to result in
any change or effect) that will constitute a Company Material Adverse Effect or
is materially adverse to the ability of Parent to consummate this Agreement, the
Offer, the acquisition of Shares pursuant to the Offer or the Merger, and which
in the case of either (i) or (ii), is (A) seeking to prohibit or impose any
material limitations on Parent's or the Purchaser's ownership or operation (or
that of any of their respective Subsidiaries or affiliates) of all or a material
portion of the businesses or assets of the Company and its Subsidiaries taken as
a whole, or to compel Parent or the Purchaser or their respective Subsidiaries
and affiliates to dispose of or hold separate any material portion of the
business or assets of the

                                       A-1

Company or Parent and their respective Subsidiaries, in each case taken as a
whole, (B) challenging the acquisition by Parent or the Purchaser of any Shares
under the Offer, seeking to restrain or prohibit the making or consummation of
the Offer or the Merger or the performance of any of the other transactions
contemplated by this Agreement, or seeking to obtain from the Company, Parent or
the Purchaser any damages that are material in relation to the Company and its
Subsidiaries taken as a whole, (C) seeking to impose material limitations on the
ability of the Purchaser, or render the Purchaser unable, to accept for payment,
pay for or purchase some or all of the Shares pursuant to the Offer and the
Merger, (D) seeking to impose material limitations on the ability of Purchaser
or Parent effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote the Shares purchased by it on
all matters properly presented to the Company's stockholders, or (E) which
otherwise is reasonably likely to have a Company Material Adverse Effect;
provided, that Parent shall employ its commercially reasonable best efforts to
oppose, contest and resolve any such pending or threatened suit, action or
proceeding;

               (b) there shall be any statute, rule, regulation, judgment,
order or injunction enacted, entered, enforced, promulgated, or deemed
applicable, pursuant to an authoritative interpretation by or on behalf of a
Government Entity, to the Offer or the Merger, or any other action shall be
taken by any Governmental Entity, other than the application to the Offer or the
Merger of applicable waiting periods under HSR Act, that is reasonably likely
to result, directly or indirectly, in any of the consequences referred to in
clauses (A) through (E) of paragraph (a) above; provided, that Parent shall
employ its commercially reasonable best efforts to oppose, contest and resolve
any such judgment, order, injunction or enforcement by any such Government
Entity;

               (c) there shall have occurred (i) a declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory) or (ii) any limitation (whether or not
mandatory) by any United States governmental authority on the extension of
credit generally by banks or other financial institutions, in each instance to
the extent,

                                       A-2

but only to the extent, that such events affect Parent's ability to obtain
financing for the Offer;

               (d) there shall have occurred any events, changes or effects
after the date of this Agreement which, either individually or in the aggregate,
has had or is reasonably likely to have a Company Material Adverse Effect;
provided that (i) any adverse change in the business relationship of the Company
or any of its Subsidiaries with any of its customers as a result of (x) the
Company's entering into this Agreement or (y) the Transactions, (ii) any effect
of any such adverse change on the business, assets, liabilities, properties,
results of operations or financial condition of the Company and its
Subsidiaries, (iii) any adverse effect of any decision by any customer of the
Company or any of its Subsidiaries that accounted for 5% or more of the
consolidated net sales of the Company for the fiscal year ending December 31,
1999 to change the mix or channel of purchasing of products ordered or to be
ordered from the Company or any of it Subsidiaries, (iv) any adverse effect on
the business relationship between the Company and its Subsidiaries, on the one
hand, and Protection One Alarm Monitoring, Inc. and its affiliates, on the other
hand, resulting from the financial condition of Protection One Alarm
Monitoring, Inc. and its affiliates and (v) any adverse effect of changes in
foreign currency exchange rates shall be excluded when making any determination
whether a Company Material Adverse Effect has occurred;

               (e)(i) the Board or any committee thereof shall have withdrawn or
modified in a manner adverse to Parent or the Purchaser its approval or
recommendation of the Offer, the Merger or this Agreement, approved or
recommended any Acquisition Proposal or, upon the request of Parent, failed to
reaffirm its approval or recommendation of the Offer, the Merger or this
Agreement, or (ii) the Company shall have entered into any agreement with
respect to any Acquisition Proposal in accordance with Section 5.4(e) of this
Agreement;

               (f) the representations and warranties of the Company set forth
in this Agreement (which for these purposes shall exclude all qualifications or
exceptions relating to "materiality" and/or Company Material Adverse Effect)
shall not be true and correct, in each case (i)

                                       A-3

as of the date referred to in any representation or warranty which addresses
matters as of a particular date, or (ii) as to all other representations and
warranties, as of the date of this Agreement and as of the scheduled expiration
of the Offer, such that the aggregate effect of all such representations and
warranties which are not true and correct shall have had or be reasonably likely
to have a Company Material Adverse Effect;

               (g) the Company shall have failed to perform any obligation or to
comply with any agreement or covenant with the Company to be performed or
complied with by it under this Agreement other than any failure which, except
for the provisions of Section 1.3(a), would not have, or be reasonably likely to
have, either individually or in the aggregate, a Company Material Adverse
Effect;

               (h) any person (other than any person beneficially owning (as
defined in Rule 13d-3 promulgated under the Exchange Act), or part of a group
beneficially owning, 20% or more of the outstanding Common Capital Stock on the
date of this Agreement) acquires beneficial ownership of at least 20% (or, with
respect to any person beneficially owning, or part of a group beneficially
owning, 10% or more on the date of this Agreement or with respect to any group
of which such a person may be or become a member, 25%) of the outstanding Common
Capital Stock;

               (i) this Agreement shall have been terminated in accordance with
its terms; or

               (j) Kirkland & Ellis shall have withdrawn its tax opinion
delivered pursuant to Section 5.13 of this Agreement and advised Parent in
writing that, on account of such counsel's discovery of additional facts (a
description of which shall be included in such writing) subsequent to the date
of such opinion establishing that any of the fact statements set forth in the
Tax Schedule are not true and correct, it has become such counsel's opinion that
it is more likely than not that the Spinoff will fail to qualify as a
distribution to which Section 355 of the Code applies as a result of (1) the
negotiation (which began with the exploratory meeting between representatives
of Parent and/or Honeywell Inc. and the Company commencing in May, 1999),
execution and delivery

                                       A-4

of this Agreement, (2) any of the Transactions, or (3) any action or inaction on
the part of the Company at or before the Share Purchase Date.

               The foregoing conditions are for the sole benefit of Parent and
the Purchaser, may be asserted by Parent or the Purchaser and may be waived by
Parent or the Purchaser in whole or in part at any time and from time to time in
the sole discretion of Parent or the Purchaser, subject in each case to the
terms of this Agreement. The failure by Parent or the Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be asserted
at any time and from time to time.

                                       A-5

                             STOCKHOLDERS AGREEMENT

            This STOCKHOLDERS AGREEMENT, dated as of December 20, 1999 (this
"Agreement"), is made and entered into among Honeywell International Inc., a
Delaware corporation ("Parent"), HII-2 Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Parent ("Purchaser"), and the stockholders
identified on the signature page hereof ("Stockholders").

                                    RECITALS:

            A. Parent, Purchaser and Pittway Corporation, a Delaware corporation
("Company"), propose to enter into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), pursuant to which the Purchaser will
merge with and into Company (the "Merger") on the terms and subject to the
conditions set forth in the Merger Agreement. Except as otherwise defined
herein, terms used herein with initial capital letters have the respective
meanings ascribed thereto in the Merger Agreement.

            B. As of the date hereof, Stockholders, in the aggregate,
beneficially own and are entitled to dispose of (or to direct the disposition
of) and to vote (or to direct the voting of) the shares of Class A Stock, of the
par value of $1.00 per share (the "Class A Shares"), of Company and the shares
of Common Stock, of the par value of $1.00 per share ("Common Stock"), of
Company identified on Appendix A hereto (the shares of Common Stock and the
shares of Class A Stock are sometimes referred to together as the "Shares" and
such Shares, together with any other shares of capital stock of Company the
beneficial ownership of which is acquired by Stockholders during the period from
and including the date hereof through and including the earlier of (i) the
expiration of the Option Period (as defined herein) and (ii) the expiration of
this Agreement, but less approximately 250,000 shares in the aggregate which are
identified on Appendix A as being reserved for charitable contributions and are
thus outside the coverage of this Agreement, are collectively referred to herein
as "Subject Shares").

            C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $45.50 per Share all
outstanding Shares, including all of the Subject Shares.

            D. As a condition and inducement to Parent's and Purchaser's
willingness to enter into the Merger Agreement, Parent and Purchaser have
requested that Stockholders agree, and Stockholders have agreed, to enter into
this Agreement.

            NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement and the Merger Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I

                               AGREEMENT TO TENDER

            Section 1.1 Agreement to Tender. Promptly following the commencement
of the Offer, Stockholders shall tender, in accordance with the terms of the
Offer, all Subject Shares then owned by them. Stockholders shall not withdraw
from the Offer any Subject Shares tendered pursuant to the Offer unless and
until the Merger Agreement is terminated.

                                   ARTICLE II

                                     OPTION

            Section 2.1 (a) Grant of Option. Stockholders hereby grant to Parent
an irrevocable option (the "Option") to purchase the Subject Shares on the terms
and subject to the conditions set forth herein, at a price per Subject Share
equal to $45.50 in cash or any higher price paid or to be paid by Parent and
Purchaser pursuant to the Offer (such price being referred to as the "Option
Consideration").

            (b) When Option Exercisable. The Option shall become exercisable
(unless earlier terminated) from and after the time and date of the Option
Triggering Event. The "Option Triggering Event" is the first to occur of the
following: (x) the termination by the Company of the Merger Agreement pursuant
to Section 7.1(c)(ii) other than a termination, prior to 5:00 p.m. (New York
time) on February 20, 2000, in connection with a Superior Proposal (as
hereinafter defined) from any party (or an affiliate of such party) which made
an Acquisition Proposal or gave an Indication of Interest prior to 12:00 p.m.
(New York time) on February 3, 2000 (such time and date, the "Initial Offer
Expiration Date"), (y) the termination by Parent of the Merger Agreement
pursuant to Section 7.1(d)(iii) other than a termination, prior to 5:00 p.m.
(New York time) on February 20, 2000, in connection with a Superior Proposal
from any party (or an affiliate of such party) which made an Acquisition
Proposal or gave an Indication of Interest prior to the Initial Offer Expiration
Date, (z) the termination by the Company or Parent of the Merger Agreement
pursuant to Section 7.1(b)(i) if prior to such termination there shall have been
publicly announced an Acquisition Proposal that is financially superior to the
Offer and Merger (either at the time it is made or at any time prior to the
termination of the Merger Agreement) or Indication of Interest (a "Superior
Proposal") and (zz) the termination by Parent of the Merger Agreement pursuant
to Section 7.1(d)(ii) as a result of the Company's willful material breach of a
covenant in the Merger Agreement if prior to such breach the Company shall have
received a Superior Proposal.

            (c) When Option Terminates. The Option shall terminate (whether or
not it shall have become exercisable) on the time and date of the first to occur
of the following: (x) the purchase of Shares in the Offer, (y) any termination
of the Merger Agreement on or prior to the Initial Offer Expiration Date, (z)
the termination of the Merger Agreement after the Initial Offer Expiration Date
other than in connection with an Option Triggering Event, (zz) 100 days after
the beginning of the Option

Period and (zzz) the Initial Offer Expiration Date if, as of such date, there
shall have been no publicly announced Acquisition Proposal or Indication of
Interest and all conditions, other than the Minimum Condition, shall have been
satisfied. The period beginning at the time and date the Option shall become
exercisable and ending on the time and date the Option shall terminate is
referred to herein as the "Option Period."

            Section 2.2 Exercise of Option. (a) Parent may exercise the Option,
in whole but not in part, at any time during the Option Period. Notwithstanding
anything in this Agreement to the contrary, Parent shall be entitled to purchase
all Subject Shares in accordance with the terms hereof during the Option Period,
and the expiration of the Option Period shall not affect any rights hereunder
which by their terms do not terminate or expire prior to or as of such
expiration.

            (b) If Parent wishes to exercise the Option, it shall deliver to
Stockholders a written notice (an "Exercise Notice") to that effect which
specifies a date (an "Option Closing Date") (not earlier than three business
days after the date such Exercise Notice is delivered and not later than the
last day of the Option Period) for the consummation of the purchase and sale of
such Subject Shares (an "Option Closing"). If the Option Closing cannot be
effected on the Option Closing Date specified in the Exercise Notice by reason
of a preliminary or final injunction or any other applicable judgment, decree,
order, law or regulation, or because any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall not have expired or been terminated, the Option Closing Date
specified in the Exercise Notice shall be extended to the fifth business day
following the elimination of all such impediments but in no event shall the
Option Closing Date be later than the last day of the Option Period. The place
of the Option Closing shall be at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP, 919 Third Avenue, New York, New York 10022 and the time of the Option
Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.

            Section 2.3 Payment and Delivery of Certificates. At the Option
Closing, Parent shall pay to Stockholders the Option Consideration payable in
respect of the Subject Shares to be purchased from Stockholders at the Option
Closing, and Stockholders shall deliver to Parent such Subject Shares, free and
clear of all Liens, with the certificate or certificates evidencing such Subject
Shares being duly endorsed for transfer by Stockholders and accompanied by all
powers of attorney and/or other instruments necessary to convey valid and
unencumbered title thereto to Parent, and shall, to the extent permissible,
assign to Parent (pursuant to a written instrument in form and substance
satisfactory to Parent) all rights that Stockholders may have to require Company
to register such Subject Shares under the Securities Act of 1933, as amended
(the "Securities Act"). Transfer taxes, if any, imposed solely as a result of
the exercise of the Option shall be borne by Purchaser.

            Section 2.4 Rescission of Exercise. If the Option is exercised and,
for any reason, neither Purchaser nor any third-party shall have acquired 100%
of the Shares by a date which is nine months after such exercise at a price per
Share equal to or greater than the Option Consid-

eration, then at the election of all of the Stockholders (upon five-days notice
given within ten months after such exercise) the Option exercise shall be
rescinded. Upon any such rescission, the Stockholders shall return to Parent the
aggregate Option Consideration (plus investment income, if any, realized
thereon) and Parent shall return to the Stockholders the Subject Shares free and
clear of any encumbrances, etc. (plus any dividends (and investment income, if
any, realized thereon)). Throughout the period during which the Option is
subject to rescission, Parent and Purchaser shall take no action which would (i)
adversely affect the voting rights in respect of the Subject Shares, but Parent
shall be entitled to exercise full voting rights related to the Subject Shares
or (ii) cause the Company to make or pay any special dividends or distributions.
The foregoing notwithstanding, the provisions of this Section 2.4 shall not
apply if Purchaser or one of its affiliates makes, following the exercise of the
Option and during such nine month period, an offer to all holders of Shares to
purchase any or all of their Shares at a price per Share equal to or greater
than the Option Consideration, which offer shall be subject to no conditions
other than the absence of an injunction.

            Section 2.5 Adjustment upon Changes in Capitalization, Etc. In the
event of any change in the capital stock of Company by reason of a stock
dividend, split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable therefor, shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, so that
Parent shall receive upon exercise of the Option the type and number or amount
of shares, securities or property that Parent would have retained and/or been
entitled to receive in respect of the Subject Shares if the Option had been
exercised immediately prior to such event relating to Company or the record date
therefor, as applicable. The provisions of this Section 2.4 shall apply in a
like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            Section 3.1 Certain Representations and Warranties of Stockholders.
Stockholders represent and warrant to Parent and Purchaser as follows:

            (a) Ownership. Stockholders are the sole record and beneficial owner
of the Class A Shares and the shares of Common Stock identified on Appendix A
hereto and have, in the aggregate, full and unrestricted power to dispose of and
to vote such Shares, subject to applicable securities laws. Stockholders do not
beneficially own any securities of Company on the date hereof other than such
Shares (excluding for these purposes any Shares subject to unexercised stock
options and other awards under Company plans). Stockholders, in the aggregate,
together with William Harris Investors, Inc. in its capacity as investment
advisor, have

sole voting power and sole power to issue instructions with respect to the
matters set forth in Articles I and II hereof, sole power of disposition, sole
power of conversion, sole power to demand appraisal rights and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Subject Shares with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws and the terms
of this Agreement. As of the date hereof, the Subject Shares entitle the holders
thereof to cast not less than 4,488,330 votes and a majority of the votes
entitled to be cast by all holders of Common Stock.

            (b) Power and Authority; Execution and Delivery. Each Stockholder
has all requisite legal capacity, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Stockholders and the consummation by
Stockholders of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholders. This Agreement has been
duly executed and delivered by Stockholders and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of Stockholders, enforceable against
Stockholders in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and to general principles of
equity.

            (c) No Conflicts. The execution and delivery of this Agreement do
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Stockholders or (ii) conflict with,
result in a breach or violation of or default (with or without notice or lapse
of time or both) under, or give rise to a material obligation, a right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Stockholders, other than
any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Stockholders to perform Stockholders' obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.

            (d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by the Recitals hereto or Article II hereof, the
Subject Shares and the certificates representing the Subject Shares are now, and
at all times during the term hereof will be, held by Stockholders, or by a
nominee or custodian for the benefit of Stockholders, free and clear of all
liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever ("Liens"),
except for any such encumbrances arising hereunder. Upon exercise of the Option,
Parent shall acquire the Subject Shares, free and clear of all Liens.

            (e) No Finder's Fees. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
Stockholders.

            Section 3.2 Representations and Warranties of Parent and Purchaser.
Parent and Purchaser hereby represent and warrant to Stockholders that:

            (a) Power and Authority; Execution and Delivery. Parent and
Purchaser each has all requisite legal capacity, corporate power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Parent and Purchaser and
the consummation by Parent and Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser. This Agreement has been duly executed and delivered by
Parent and Purchaser and, assuming that this Agreement constitutes the valid and
binding obligation of Stockholders, constitutes a valid and binding obligation
of Parent and Purchaser, enforceable against Parent and Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.

            (b) No Conflicts. The execution and delivery of this Agreement do
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Parent or Purchaser or (ii) conflict
with, result in a breach or violation of or default (with or without notice or
lapse of time or both) under, or give rise to a material obligation, right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Parent or Purchaser, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Parent and Purchaser to perform their obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.

            (c) Purchase Not for Distribution. The Option and the Subject Shares
to be acquired upon exercise of the Option are being and shall be acquired by
Parent without a view to public distribution thereof otherwise than in
compliance with the Securities Act and applicable state securities laws and
shall not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws and except in compliance with
Sections 2.4 and 5.7 hereof.

                                   ARTICLE IV

                                CERTAIN COVENANTS

                 Section 4.1 Certain Covenants of Stockholders.

            (a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. From and after the date hereof and prior to expiration of the
Option Period, Stockholders shall not, directly or indirectly: (A) except
pursuant to the terms of this Agreement and for the tender of Subject Shares in
the Offer and for sales, transfers and gifts to other Stockholders which do not
affect the status of the Subject Shares hereunder, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Subject Shares; (B) except
pursuant to the terms of this Agreement, grant any proxies or powers of attorney
(other than in connection with the Company's year 2000 annual meeting or to
facilitate performance hereunder), deposit any of the Subject Shares into a
voting trust or enter into a voting agreement with respect to any of the Subject
Shares; or (C) willfully take any action that would make any representation or
warranty contained herein untrue or incorrect or have the effect of impairing
the ability of Stockholders to perform Stockholders' obligations under this
Agreement or preventing or delaying the consummation of any of the transactions
contemplated hereby or by the Merger Agreement, except as permitted by this
Agreement.

            (b) Releases. Each Stockholder hereby fully, unconditionally and
irrevocably releases, effective as of the Effective Time, any and all claims
(other than claims for dividends) and causes of action that Stockholder has or
may have, in its capacity as a stockholder of Company, against Company or any of
its Subsidiaries or any present or former director, officer, employee or agent
of Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any act, omission, event or occurrence
prior to the Effective Time.

            (c) No Solicitation. Each Stockholder shall not, in its capacity as
a Stockholder, directly or indirectly, encourage, solicit or initiate
discussions or negotiations with any person or entity (other than Parent or any
affiliate of Parent) concerning any business combination merger, tender offer,
exchange offer, sale of assets, sale of shares of capital stock or debt
securities or similar transactions involving Company or any Subsidiary, division
or operating or principal business unit of Company. If any Stockholder receives
any inquiry or proposal with respect thereto, then such Stockholder shall
promptly inform Parent of the existence thereof. Prior to the beginning of the
Option Period, the Stockholders, in their capacity as Stockholders, may respond
to any such inquiry or proposal; after the beginning of the Option Period, the
Stockholders shall not respond to any such inquiry or proposal. Each Stockholder
will immediately cease and cause to be terminated existing activities,
discussions or negotiations (if any) with any parties conducted heretofore with
respect to any of the foregoing. Nothing contained herein

shall prohibit any Stockholder from acting in its capacity as an officer and/or
director. Actions taken in conformity with this subsection (c) shall not be a
violation of subsection (a).

            (d) Reliance by Parent. Each Stockholder understands and
acknowledges that Parent and Purchaser are entering into the Merger Agreement in
reliance upon the Stockholders' execution and delivery of this Agreement.

                                    ARTICLE V

                                  MISCELLANEOUS

            Section 5.1 Fees and Expenses. Each party hereto shall pay its own
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.

            Section 5.2 Amendment; Termination. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto. This Agreement shall terminate at the end of the Option Period
(other than the provisions of Section 1.1 which shall terminate in accordance
with its terms) or, if the Merger Agreement is terminated prior to Initial Offer
Expiration Date, upon the termination of the Merger Agreement. Notwithstanding
the foregoing, the obligations of Parent under Section 5.12 shall survive any
termination of this Agreement.

            Section 5.3 Extension; Waiver. Any agreement on the part of a party
to waive any provision of this Agreement, or to extend the time for any
performance hereunder, shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.

            Section 5.4 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies; provided, however, that the
provisions of Section 4.1(b) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties.

            Section 5.5 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.

            Section 5.6 Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).

If to Parent or Purchaser:

                              Honeywell International Inc.
                              101 Columbia Road
                              Morristown, New Jersey 07962
                              Attention:  Office of the General Counsel
                              Telecopy:  (973) 455-4217

            with a copy (which shall not constitute notice) to:

                              Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                              New York, New York  10022
                              Attention: David J. Friedman
                              Telecopy:  (212) 735-2000

If to Stockholders: The persons identified on Appendix B hereto.

            Section 5.7 Assignment. Neither this Agreement nor any of the
rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by
Stockholders (other than transfers permitted by clause (A) of Section 4.1(a)
hereof) without the prior written consent of Parent, or by Parent (other than to
a direct or indirect wholly-owned subsidiary) without the prior written consent
of the Stockholders, and any such assignment or delegation that is not consented
to shall be null and void. Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns (including without
limitation any person to whom any Subject Shares are sold, transferred, assigned
or passed, whether by operation of law or otherwise and no such sale, transfer,
assignment or passing shall relieve a Stockholder of its obligations hereunder).

            Section 5.8 Confidentiality. Stockholders recognize that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, Stockholders hereby agree not to
disclose or discuss such matters with anyone not a party to this Agreement
(other than its counsel and advisors, if any) without the prior written consent
of Parent, except for filings required pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, or disclosures
its counsel advises are necessary in order to fulfill its obligations imposed by
law. In such event, Stockholders will, to the extent reasonably practicable,
notify and consult with Parent concerning any such disclosure. Nothing contained
herein shall prohibit any Stockholder from acting in its capacity as an officer
and/or director.

            Section 5.9 Further Assurances. Stockholders shall execute and
deliver such other documents and instruments and take such further actions as
may be necessary or appropriate or as may be reasonably requested by Parent or
Purchaser in order to ensure that Parent and Purchaser receive the full benefit
of this Agreement.

            Section 5.10 Enforcement. Irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly,
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in the Court of Chancery in and for New Castle County in the
State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware), this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto (i) shall submit itself to the
personal jurisdiction of the Court of Chancery in and for New Castle County in
the State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware) in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (iii) shall not bring any action relating to this Agreement or any of the
transactions contemplated hereby in any court other than the Court of Chancery
in and for New Castle County in the State of Delaware (or, if such court lacks
subject matter jurisdiction, any appropriate state or federal court in New
Castle County in the State of Delaware).

            Section 5.11 Severability. Whenever possible, each provision or
portion of any provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.

            Section 5.12 Limited Indemnity. Parent shall indemnify the
Stockholders against any reasonable legal expenses (but not against liability)
incurred by all such Stockholders, in their capacity as such, as a result of any
litigation (or threat of litigation) directly or indirectly related to this
Agreement up to $100,000 in the aggregate and one-half of any such expenses in
excess of $100,000.

            Section 5.13 Several and Not Joint. The obligations of, and
representations and warranties made by, each Stockholder shall be several and
not joint and shall relate only to the Shares beneficially owned by such
Stockholder.

            Section 5.14 Preservation of Special Voting Rights. To the extent
that the terms of this Agreement would cause the shares of Common Stock to lose
their special voting rights, the terms of this Agreement shall be deemed
modified ab initio, in whole or in part, to the extent, but only to the extent,
necessary so that the shares of Common Stock do not lose their special voting
rights.

            Section 5.15 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.

            Section 5.16 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same instrument
and shall become effective when one or more counterparts have been signed by
each party and delivered to the other parties.

                            [signature page follows]

            IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.

                              HONEYWELL INTERNATIONAL INC.

                              By:____________________________________
                              Name:
                              Title:        General Counsel

                              HII-2 ACQUISITION CORP.

                              By:_____________________________________
                              Name:
                              Title:

                              STOCKHOLDERS:

                              WILLIAM HARRIS INVESTORS, INC.

                              By:_____________________________________
                              Name:
                              Title:

                                                                      Appendix A
                                                                      ----------
                                                                    Page 1 of 10

                               Pittway Corporation
                                  Class A Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote       Contribution
- -----------              -----     ----------   ----------      -------       -------       ------------
                                                                         
Bern, LP                  417,180                 417,180                     417,180          22,822
St. Louis, LP             530,808                 530,808                     530,808          29,039
Daniel Meyer Trust         59,324                  59,324                      59,324           3,245
Thomas Meyer               58,190                  58,190                      58,190           3,183
James Polsky               10,360                  10,360                      10,360             567
Jack Polsky                10,768                  10,768                      10,768             589
Charles Polsky              9,790                   9,790                       9,790             536
George Polsky               7,390                   7,390                       7,390             404
Jean Polsky                 1,508                   1,508                       1,508              83
V.Polsky Tr fbo James      39,120                  39,120                      39,120           2,140
V.Polsky Tr fbo Jack       39,120                  39,120                      39,120           2,140
V.Polsky Tr fbo Charles    39,120                  39,120                      39,120           2,140
V.Polsky Tr fbo George     39,120                  39,120                      39,120           2,140
V.Polsky Tr fbo Jean       39,120                  39,120                      39,120           2,140
V.Polsky Tr fbo Jean          488                     488                         488              27
I.Harris Tr fbo Jean P.     4,890                   4,890                       4,890             268
R.Harris CL Trust A        17,300                  17,300                      17,300             946
R.Harris CL Trust B        17,300                  17,300                      17,300             946
R.Harris CL Trust C        17,300                  17,300                      17,300             946
Nancy Meyer Trust          34,702                  34,702                      34,702           1,898
Mary A. Barrows Wark      109,682                 109,682                     109,682           6,000
Patricia B. Rosbrow        39,740                  39,740                      39,740           2,174
Donna E. Barrows          102,186                 102,186                     102,186           5,590
Robert L. Barrows         131,258                 131,258                     131,258           7,180

                                                                      Appendix A
                                                                      ----------
                                                                    Page 2 of 10

                               Pittway Corporation
                                  Class A Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Wilikenia, LP             495,506                 495,506                     495,506          27,107
Tr u/w Mildred fbo
   P.B. Rosbrow             5,946                   5,946                       5,946             325
Tr u/w Mildred fbo
   W.H. Barrows             5,940                   5,940                       5,940             325
Jerome Kahn Jr.             8,880                   8,880                       8,880             486
Irving Harris Foundation   36,000                  36,000                      36,000           1,970
Joan Harris Rev. Trust      6,000                   6,000                       6,000             328
Harris Foundation         660,934                 660,934                     660,934          36,157
Ben Harris Inv. Trust       3,020                   3,020                       3,020             165
I.Harris Tr fbo B.Harris    1,956                   1,956                       1,956             107
I.Harris Tr fbo D.Harris    1,956                   1,956                       1,956             107
W.W.Harris 1976 Trust
   fbo B. Harris           47,222                  47,222                      47,222           2,583
W.W.Harris 1976 Trust
   fbo D. Harris           46,622                  46,622                      46,622           2,551
W.W.Harris 1975 Trust
   fbo B. Harris              978                     978                         978              54
W.W.Harris 1975 Trust
   fbo D. Harris Daniel       978                     978                         978              54
Sid Barrows Grand-
   Children Trust           4,262                   4,262                       4,262             233
Sid Barrows & June H.
   Barrows Foundation      35,000                  35,000                      35,000           1,915

                                                                      Appendix A
                                                                      ----------
                                                                    Page 3 of 10

                               Pittway Corporation
                                  Class A Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
2029, LP                  436,786                 436,786                     436,786          23,895
I.Harris Foundation A      16,667                  16,667                      16,667             912
The Summer Fund            33,333                  33,333                      33,333           1,824
Neison Harris Trust       452,030    452,030                     452,030                       24,729
King Harris Trust         427,340    427,340                     427,340                       23,378
King Harris 401K           39,633     39,633                      39,633
Bette D. Harris Trust     257,798    257,798                     257,798                       14,103
Toni Paul Agency Trust    280,619                 280,619                      280,619         15,352
Katherine P Harris Trust  341,970    341,970                     341,970                       18,708
Bette D. Harris Trust
   For John Harris         26,634                  26,634                       26,634          1,457
Bette D. Harris Trust
   For Charles Paul         8,681                   8,681                       8,681             475
Bette D. Harris Trust
   For Kelly Paul           8,681                   8,681                       8,681             475
Bette D. Harris Trust
   For Alan Paul            8,680                   8,680                       8,680             475
Bette D. Harris Trust
   For Laurie Paul          8,680                   8,680                       8,680             475
K.Harris Childrens Trust   81,662                  81,662                      81,662           4,467
Toni Paul Children's
   Trust for C. Paul       15,860                  15,860                      15,860             868
Toni Paul Children's
   Trust for K. Paul       15,860                  15,860                      15,860             868

                                                                      Appendix A
                                                                      ----------
                                                                    Page 4 of 10

                               Pittway Corporation
                                  Class A Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Toni Paul Children'
   Trust for A. Paul       15,860                  15,860                      15,860              868
Toni Paul Children's
   Trust for L. Paul       15,860                  15,860                      15,860              868
Pam Szokol Trust           48,843     48,843                      48,843                         2,672
Wm. J. Friend Trust       111,488                 111,488                     111,488            6,099
Wm. J. Friend 401K          2,538      2,538                       2,538
Scott Friend Trust         49,608                  49,608                      49,608            2,714
John B. Harris Trust       19,026                  19,026                      19,206            1,041
K. Harris Custodian
   For Charles Paul         7,004      7,004                       7,004                           383
K. Harris Custodian
   For Kelly Paul           6,762      6,762                       6,762                           370
Resurgent Investors LP     29,160     29,160                      29,160                         1,595
K.P. Harris Family Fd
   For P.F. Szokol         61,383                  61,383                      61,383            3,358
K.P. Harris Family Fd
   For S.C. Friend         61,383                  61,383                      61,383            3,358
King Harris Family Fd
   For John Harris        186,552                 186,552                     186,552           10,205
Toni Paul Family Fd
   For C.H. Paul           52,214                  52,214                      52,214            2,856

                                                                      Appendix A
                                                                      ----------
                                                                    Page 5 of 10

                               Pittway Corporation
                                  Class A Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Toni Paul Family Fd
   For K.L. Paul           52,214                  52,214                      52,214           2,856
Toni Paul Family Fd
   For A.H. Paul           52,214                  52,214                      52,214           2,856
Toni Paul Family Fd
   For L.B. Paul           52,214                  52,214                      52,214           2,856
                        ---------  ---------    ---------      ---------    ---------        --------
Total Class A Stock     6,422,201  1,613,078    4,809,123      1,613,078    4,809,123         349,026
                        ---------  ---------    ---------      ---------    ---------        --------

[FN]
*Note: To the extent that any Stockholder shall utilize less than this full
number of reserved shares, the number of reserved shares for another Stockholder
may be increased. In no event, shall the aggregate number of shares reserved by
all Stockholders shares be increased.

                                                                      Appendix A
                                                                      ----------
                                                                    Page 6 of 10

                               Pittway Corporation
                                  Common Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote       Contribution
- -----------              -----     ----------   ----------      -------       -------       ------------
                                                                         
Bern, LP                  303,992                 303,992                     303,992           5,748
St. Louis, LP             356,324                 356,324                     356,324           6,737
Daniel Meyer Trust         36,396                  36,396                      36,396             688
Thomas Meyer               41,192                  41,192                      41,192             779
James Polsky                6,276                   6,276                       6,276             119
Jack Polsky                 6,608                   6,608                       6,608             125
Charles Polsky              6,008                   6,008                       6,008             113
George Polsky               4,536                   4,536                       4,536              86
Jean Polsky                   926                     926                         926              17
V.Polsky Tr fbo James      24,000                  24,000                      24,000             454
V.Polsky Tr fbo Jack       24,000                  24,000                      24,000             454
V.Polsky Tr fbo Charles    24,000                  24,000                      24,000             454
V.Polsky Tr fbo George     24,000                  24,000                      24,000             454
V.Polsky Tr fbo Jean       24,000                  24,000                      24,000             454
V.Polsky Tr fbo Jean          300                     300                         300               6
I.Harris Tr fbo Jean P.     3,000                   3,000                       3,000              57
R.Harris CL Trust A        30,500                  30,500                      30,500             577
R.Harris CL Trust B        30,500                  30,500                      30,500             577
R.Harris CL Trust C        30,500                  30,500                      30,500             557
Nancy Meyer Trust          39,696                  39,696                      39,696             750
Mary A. Barrows Wark       82,902                  82,902                      82,902           1,567
Patricia B. Rosbrow        80,452                  80,452                      80,452           1,521
Donna E. Barrows           79,256                  79,256                      79,256           1,498
Robert L. Barrows          80,528                  80,528                      80,528           1,522

                                                                      Appendix A
                                                                      ----------
                                                                    Page 7 of 10

                               Pittway Corporation
                                  Common Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Wilikenia, LP             303,992                 303,992                     303,992           5,748
Tr u/w Mildred fbo
   P.B. Rosbrow             3,648                   3,648                       3,648              69
Tr u/w Mildred fbo
   W.H. Barrows             3,644                   3,644                       3,644              69
Jerome Kahn Jr.               540                     540                         540              10
Harris Foundation         394,440                 394,440                     394,440           7,457
Ben Harris Inv. Trust       1,854                   1,854                       1,854              35
I.Harris Tr fbo B.Harris    1,200                   1,200                       1,200              23
I.Harris Tr fbo D.Harris    1,200                   1,200                       1,200              23
W.W.Harris 1976 Trust
   fbo B. Harris           62,100                  62,100                      62,100           1,174
W.W.Harris 1976 Trust
   fbo D. Harris           62,100                  62,100                      62,100           1,174
W.W.Harris 1975 Trust
   fbo B. Harris              600                     600                         600              11
W.W.Harris 1975 Trust
   fbo D. Harris Daniel       600                     600                         600              11
Sid Barrows Grand-
   Children Trust           2,615                   2,615                       2,615              49
2029, LP                  267,967                 267,967                     267,967           5,066
Benjamin Family Trust      48,704                  48,704                      48,704             921
David Family Trust         48,704                  48,704                      48,704             921

                                                                      Appendix A
                                                                      ----------
                                                                    Page 8 of 10

                               Pittway Corporation
                                  Common Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Neison Harris Trust       415,980    415,980                     415,980                        7,856
King Harris Trust         216,444    216,444                     216,444                        4,092
Bette D. Harris Trust      19,500     19,500                      19,500                          369
Toni Paul Agency Trust    217,626                 217,626                      217,626          4,115
Katherine P Harris Trust  207,458    207,458                     207,458                        3,923
Bette D. Harris Trust
   For John Harris         14,618                  14,618                       14,618            276
Bette D. Harris Trust
   For Charles Paul         3,055                   3,055                        3,055             58
Bette D. Harris Trust
   For Kelly Paul           3,055                   3,055                        3,055             58
Bette D. Harris Trust
   For Alan Paul            3,054                   3,054                        3,054             58
Bette D. Harris Trust
   For Laurie Paul          3,054                   3,054                        3,054             58
K.Harris Childrens Trust   50,100                  50,100                       50,100            947
Toni Paul Children's
   Trust for C. Paul        8,672                   8,672                        8,672            164
Toni Paul Children's
   Trust for K. Paul        8,672                   8,672                        8,672            164

                                                                      Appendix A
                                                                      ----------
                                                                    Page 9 of 10

                               Pittway Corporation
                                  Common Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Toni Paul Children'
   Trust for A. Paul        8,672                   8,672                       8,672              164
Toni Paul Children's
   Trust for L. Paul        8,672                   8,672                       8,672              164
Pam Szokol Trust           30,236     30,236                      30,236                           572
Wm. J. Friend Trust        40,164                  40,164                      40,164              759
Scott Friend Trust         29,860                  29,860                      29,860              564
John B. Harris Trust       11,672                  11,672                      11,672              221
K. Harris Custodian
   For Charles Paul         4,298      4,298                       4,298                            81
K. Harris Custodian
   For Kelly Paul           4,148      4,148                       4,148                            78
K.P. Harris Family Fd
   For Wm. J. Friend       34,788                  34,788                      34,788              658
K.P. Harris Family Fd
   For P.F. Szokol         34,788                  34,788                      34,788              658
K.P. Harris Family Fd
   For S.C. Friend         34,788                  34,788                      34,788              658
King Harris Family Fd
   For John Harris        105,836                 105,836                     105,836            2,001
Toni Paul Family Fd
   For C.H. Paul           25,877                  25,877                      25,877              489

                                                                      Appendix A
                                                                      ----------
                                                                   Page 10 of 10

                               Pittway Corporation
                                  Common Stock
                           Share Ownership Information
                           ---------------------------

                        Shares                                                                Shares
                        Benefi-                                                            Reserved for
 *Name of               cially     Sole Power   Shared Power   Sole Power   Shared Power    Charitable
Stockholder              Owned     to Dispose   to Dispose      to Vote       to Vote      Contribution
- -----------              -----     ----------   ----------      -------       -------      ------------
                                                                         
Toni Paul Family Fd
   For K.L. Paul           25,877                  25,877                      25,877             489
Toni Paul Family Fd
   For A.H. Paul           25,877                  25,877                      25,877             489
Toni Paul Family Fd
   For L.B. Paul           25,877                  25,877                      25,877             489
                        ---------  ---------    ---------      ---------    ---------        --------
Total Common Stock      4,166,518    898,064    3,268,454        894,064    3,268,454          78,776
                        ---------  ---------    ---------      ---------    ---------        --------

[FN]

*Note: To the extent that any Stockholder shall utilize less than this full
number of reserved shares, the number of reserved shares for another Stockholder
may be increased. In no event, shall the aggregate number of shares reserved by
all Stockholders shares be increased.

                                                                      Appendix B
                                                                      ----------

                       Address for Notice to Stockholders
                       ----------------------------------

with a copy to:

Sidley & Austin
Bank One Plaza
10 S. Dearborn Street
Chicago, Illinois  60603
Attention:  Thomas A. Cole
Telecopy:  (312) 853-7036

Stockholder Agreement signature pages.

Neison Harris Trust f/b/o Neison Harris
By: _____________________________________
      Neison Harris, as Trustee and individually

King Harris Trust of 1990 f/b/o King W. Harris
By: _____________________________________
      King W. Harris, as Trustee and  individually

Sid Barrows Grandchildren's Trust
By: _____________________________________
      June H. Barrows, as Trustee

Daniel Meyer Trust f/b/o Daniel Meyer
By: ______________________________________
      Jerome Kahn, Jr., as co-Trustee
and ______________________________________

      Daniel Meyer, as co-Trustee and individually

VHP-James 76 Trust

By: ____________________________________
      Jerome Kahn, Jr., as co-Trustee
and ____________________________________
      Jack Polsky, as co-Trustee

VHP-Jack 76 Trust
By: _____________________________________
      Michael S. Resnick, as co-Trustee
and ____________________________________
      Jack Polsky, as co-Trustee and individually

VHP-Charles 76 Trust
By: _____________________________________
      Michael S. Resnick, as co-Trustee
and _____________________________________
      Jack Polsky, as co-Trustee

VHP-George 76 Trust
By: _____________________________________
      Michael S. Resnick, as co-Trustee
and _____________________________________
      Jack Polsky, as co-Trustee

VHP-Jean 76 Trust
By: _____________________________________
      Michael S. Resnick, as co-Trustee
and _____________________________________
      Jack Polsky, as co-Trustee

Virginia H. Polsky Trust dtd 12/29/75 f/b/o Jean Polsky
By: _____________________________________
      Jerome Kahn, Jr., as co-Trustee
and _____________________________________
      Jack Polsky, as co-Trustee

Irving B. Harris Trust dtd 2/27/74 f/b/o Jean Polsky
By: _____________________________________
      Virginia H. Polsky, as Trustee and individually

Bette D. Harris Trust f/b/o Bette D. Harris
By: _____________________________________
      Bette D. Harris, as Trustee and individually

- ----------------------------------------
Toni H. Paul

Katherine Harris Trust f/b/o Katherine Harris
By: _____________________________________
      Katherine Harris, as co-Trustee and individually
and _____________________________________
      King W. Harris, as co-Trustee

Nancy Meyer Trust f/b/o Nancy Meyer
By: _____________________________________
      Nancy Meyer, as co-Trustee and individually
and _____________________________________
      Jerome Kahn, Jr., as co-Trustee

Bette D. Harris Trust dtd 1/13/59 f/b/o John B. Harris
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      King W. Harris, as co-Trustee

Bette D. Harris Trust dtd 1/13/59 f/b/o Charles H. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      King W. Harris, as co-Trustee

Bette D. Harris Trust dtd 1/13/59 f/b/o Kelly L. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      King W. Harris, as co-Trustee

Bette D. Harris Trust dtd 1/13/59 f/b/o Alan H. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      and King W. Harris, as co-Trustee

Bette D. Harris Trust dtd 1/13/59 f/b/o Laurie B. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      and King W. Harris, as co-Trustee

King W. Harris Children's Trust
By: _____________________________________
      Katherine Harris, as co-Trustee
and _____________________________________
      Robert L. Barrows, as co-Trustee

Toni H. Paul Children's Trust f/b/o Charles H. Paul
By: _____________________________________
      King W. Harris, as co-Trustee
and _____________________________________
      Katherine Harris, as co-Trustee

Toni H. Paul Children's Trust f/b/o Kelly L. Paul
By: _____________________________________
      King W. Harris, as co-Trustee
and _____________________________________
      Katherine Harris, as co-Trustee

Toni H. Paul Children's Trust f/b/o Alan H. Paul
By:  ____________________________________
       King W. Harris, as co-Trustee
and  ____________________________________
      Katherine Harris, as co-Trustee

Toni H. Paul Children's Trust f/b/o Laurie B. Paul
By:  ____________________________________
      King W. Harris, as co-Trustee
and  ____________________________________
      Katherine Harris, as co-Trustee

Pam F. Szokol Trust f/b/o Pam F. Szokol
By:  ____________________________________
      Pam F. Szokol, as co-Trustee and individually
and  ____________________________________
      King W. Harris, as co-Trustee

William J. Friend Trust f/b/o William J. Friend
By:  ____________________________________
      William J. Friend, as Trustee
and  ____________________________________
      King W. Harris, as Trustee

Scott C. Friend Trust f/b/o Scott C. Friend
By:  ____________________________________
      King W. Harris, as co-Trustee
and  ____________________________________
      Scott C. Friend, as co-Trustee and individually

John B. Harris Trust f/b/o John B. Harris
By:  ____________________________________
      King W. Harris, as co-Trustee
and  ____________________________________
      John B. Harris, as co-Trustee and individually

- ----------------------------------------
King W. Harris, as Custodian for Charles H. Paul

- ----------------------------------------
King W. Harris, as Custodian for Kelly L. Paul

Resurgent Investors L.P.
By:  ____________________________________
      Neison Harris, as co-general partner
and  ____________________________________
      Bette D. Harris, as co-general partner

Neison Harris Trust dtd 1/12/54 f/b/o Pam F. Szokol
By: _____________________________________
      Katherine Harris, as co-Trustee
and  ____________________________________
      King W. Harris, as co-Trustee
and American National Bank
       by:__________________________________
            Title:

Neison Harris Trust dtd 1/12/54 f/b/o Scott C. Friend
By: _____________________________________
      Katherine Harris, as co-Trustee
And _____________________________________
      King W. Harris, as co-Trustee
and  American National Bank
        by__________________________________
           Title:

Neison Harris Trust dtd 1/12/54 f/b/o John B. Harris
By: _____________________________________
      Katherine Harris, as co-Trustee
And _____________________________________
      King W. Harris, as co-Trustee
and American National Bank
        by___________________________________
           Title:

Neison Harris Trust dtd 1/12/54 f/b/o Charles H. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
and  _____________________________________
      King W. Harris, as co-Trustee
and American National Bank
       by:__________________________________
            Title:

Neison Harris Trust dtd 1/12/54 f/b/o Kelly L. Paul
By: _____________________________________
      Katherine Harris, as co-Trustee
And _____________________________________
      King W. Harris, as co-Trustee
and American National Bank
       by:__________________________________
            Title:

Neison Trust dtd 1/12/54 f/b/o Alan H. Paul
By: ____________________________________
      Katherine Harris, as co-Trustee
and  ____________________________________
      King W. Harris, as co-Trustee
and American National Bank
       by:__________________________________
            Title:

Neison Trust dtd 1/12/54 f/b/o Laurie B. Paul
By: ____________________________________
      Katherine Harris, as co-Trustee
And ____________________________________
      King W. Harris, as co-Trustee
and American National Bank
       by:__________________________________
            Title:

Mary Ann Barrows Wark Revocable Trust
By: ____________________________________
      Mary Ann Barrows Wark, as co-Trustee and individually
And ____________________________________
      David Wark, as co-Trustee

      ------------------------------------
      Patricia Barrows Rosbrow, individually, including,
      without limitation, any community property interest

      ------------------------------------
      Thomas Rosbrow, individually, including,
      without limitation, any community property interest

      ------------------------------------
      Donna E. Barrows

      ------------------------------------
      Robert L. Barrows

Trust u/w/of Mildred Harris f/b/o Patricia Barrows Rosbrow
By: _____________________________________
      Irving B. Harris, as co-Trustee
And _____________________________________
      Neison Harris, as co-Trustee

Trust u/w/of Mildred Harris f/b/o William H. Barrows
By: _____________________________________
      Irving B. Harris, as co-Trustee
And _____________________________________
      Neison Harris, as co-Trustee

Jerome Kahn, Jr. Revocable Trust
By: ____________________________________
      Jerome Kahn, Jr., as Trustee and individually

Irving Harris Foundation
By: ____________________________________
      William W. Harris, as President, Treasurer and a director

Harris Foundation
By: ____________________________________
      Irving B. Harris, as Chairman, Treasurer and a Trustee

Benjamin Harris Investment Trust
By: ____________________________________
      William W. Harris, as co-Trustee
And ____________________________________
      Benjamin Harris, as co-Trustee

IBH - Benjamin 74 Trust
By: ___________________________________
      William W. Harris, as co-Trustee
and ___________________________________
      Benjamin Harris, as co-Trustee
and ___________________________________
      Jerome Kahn, Jr., as co-Trustee

IBH - David 74 Trust
By: ___________________________________
      William W. Harris, as co-Trustee
And ___________________________________
      David Harris, as co-Trustee
and ___________________________________
      Jerome Kahn, Jr., as co-Trustee

WWH - Benjamin 76 Trust
By: ____________________________________
      Jerome Kahn, Jr., as co-Trustee
And ____________________________________
      Benjamin Harris, as co-Trustee

WWH - David 76 Trust
By: ____________________________________
      Jerome Kahn, Jr., as co-Trustee
And ____________________________________
      David Harris, as co-Trustee

Benjamin 75 Trust
By: ____________________________________
      Jerome Kahn, Jr., as co-Trustee
And ____________________________________
      Benjamin Harris, as co-Trustee

David 75 Trust
By:  ____________________________________
     Jerome Kahn, Jr., as co-Trustee
And ____________________________________
      David Harris, as co-Trustee

- ----------------------------------------
Katherine Harris

- ----------------------------------------
Neison Harris

- ----------------------------------------
King W. Harris

- ----------------------------------------
Bette D. Harris

- ----------------------------------------
Pam F. Szokol

- ----------------------------------------
William J. Friend

Thomas Meyer Trust f/b/o Thomas Meyer
By:  ___________________________________
     Thomas Meyer, as Trustee and individually

Julie Stevenson, individually, including, without
   limitation, any community property interest

- --------------------------------------
Julie Stevenson, individually, including, without
   limitation, any community property interest

James Polsky Investment Trust f/b/o James Polsky
By: ___________________________________

      James Polsky, as Trustee and individually

Jack Polsky Investment Trust f/b/o Jack Polsky
By: ___________________________________
      Jack Polsky, as Trustee and individually

Charles Polsky Investment Trust f/b/o Charles Polsky
By: ___________________________________
      Charles Polsky, as Trustee and individually

George Polsky Investment Trust f/b/o George Polsky
By: ____________________________________
      George Polsky, as Trustee and individually

Jean Polsky Investment Trust f/b/o Jean Polsky
By: ___________________________________
      Jean Polsky, as Trustee and individually

Rosetta W. Harris CL Trust A
By: ____________________________________
      Jack Polsky, as co-Trustee
And ____________________________________
      William W. Harris, as co-Trustee
And ____________________________________
      Neison Harris, as co-Trustee

Rosetta W. Harris CL Trust B
By: ____________________________________
      Jack Polsky, as co-Trustee
And ____________________________________
      William W. Harris, as co-Trustee
And ____________________________________
      Neison Harris, as co-Trustee

Rosetta W. Harris CL Trust C
By: ____________________________________
      Jack Polsky, as co-Trustee
And ____________________________________
      William W. Harris, as co-Trustee
And ____________________________________
      Neison Harris, as co-Trustee

Joan W. Harris Revocable Trust
By: ____________________________________
      Joan W. Harris, as Trustee and individually

Benjamin Family Trust
By: ____________________________________
      Robie Harris, as co-Trustee
And ____________________________________
      Benjamin Harris, as co-Trustee
And ____________________________________
      David Harris, as co-Trustee
And ____________________________________
      Jerome Kahn, Jr., as co-Trustee
And ____________________________________
      Boardman Lloyd, as co-Trustee

David Family Trust
By: _____________________________________
      Robie Harris, as co-Trustee
And _____________________________________
      Benjamin Harris, as co-Trustee
And _____________________________________
      David Harris, as co-Trustee
And _____________________________________
      Jerome Kahn, Jr., as co-Trustee
And _____________________________________
      Boardman Lloyd, as co-Trustee

Bern L.P.
By: _____________________________________
      William W. Harris, as President of Portbrid Management Co., Inc., which is
      the corporate general partner of Bern L.P.

Wilikenia L.P.
By: ______________________________________
      Michael S. Resnick,  as Vice-President of Wilikenia  Management Co., which
      is the corporate general partner of Wilikenia L.P.

St. Louis L.P.
By: ____________________________________
      Michael S. Resnick, as Vice-President of St. Louis Management Co.,
      which is the corporate general partner of St. Louis L.P.

By: _____________________________________
      Michael S. Resnick, as Vice-President of 2029 Management Co., which is the
      corporate general partner of 2029 L.P.

The Summer Fund
By:  ____________________________________
      Jack Polsky, as Vice-President

Irving Harris Foundation A
By:  ____________________________________
      Roxanne H. Frank, as Trustee

The Sidney Barrows and June H. Barrows Foundation
By:  ____________________________________
      June Barrows, as President

                                          December 20, 1999

Honeywell International Inc.
Attention: Kevin Gilligan

Gentlemen:

         Reference is made to the Agreement and Plan of Merger (the "Agreement")
dated as of today's date by and among Honeywell International Inc. ("Parent"),
HII-2 Acquisition Corp. ("Purchaser") and Pittway Corporation (the "Company"),
which is about to be executed and delivered. Capitalized terms used herein that
are defined in the Agreement have the meanings given those terms in the
Agreement. This letter, and a second letter between us of even date herewith,
will confirm certain related agreements among Parent, the Company, the Harris
family and King Harris regarding compensation matters.

1.       Key Executive Retention Program: Parent, the Company and the Harris
         family, as indicated on Schedule 1 attached, will implement the program
         described on Schedule 1.

2.       Corporate Office Retention and Severance Program: The Company will
         provide severance benefits and pay-to-stay bonuses to all Corporate
         Office employees who are terminated following the Share Purchase Date
         as a result of the transactions contemplated by the Agreement. The
         Company expects to terminate all employees in the Tax, Audit,
         Benefits/Insurance, and Aircraft Departments. The Company will also
         selectively reduce its Accounting staff.

         The Company hopes to keep all employees expected to be terminated on
         staff until their services are no longer needed. To give them an
         incentive to stay, the Company will offer severance benefits (one week
         pay for every year of service) and pay-to-stay benefits which may range
         from two to six months' pay. Employees to be eligible for pay-to-stay
         benefits will be determined by Parent in its discretion. Parent and the
         Company will mutually agree to the size of individual pay-to-stay
         benefits.

3.       Senior Executive Terminations: At the anniversary of the Share Purchase
         Date, Paul Gauvreau's and Ed Schwartz's Employment Agreements will be
         terminated by the Company without cause, triggering their rights under
         the Company's Change of Control Plan. The Company will pay each of them
         three times his 2000 base salary as well as one-year's additional bonus
         in an amount equal to his normal 1999 bonus.

         Paul and Ed will receive customary year-end bonuses for 1999 and 2000.
         The 1999 year-end bonuses will be comprised of two parts: a normal
         bonus reflecting their work during the year, and an extra bonus to
         reward them for their work on the Agreement. The 2000 bonus will
         reflect their work during 2000.

4.       King Harris Employment Agreement: The Company's Employment Agreement
         with King Harris will be modified, effective as of the Share Purchase
         Date, as provided in Schedule 2 attached.

5.       Options: Parent will award new options in 2000, exercisable at fair
         market value on the grant date, to all current Company employees
         currently in the Company's option program. The options awarded are to
         have, at a minimum, the same Black-Scholes values that the Company's
         options granted in 1999 had at grant on an employee-by-employee basis.

         The foregoing agreements may not be amended or modified without the
written consent of the Company and King Harris.

         Please confirm the foregoing agreements by executing one copy of this
letter in the space provided below and returning the executed copy to me.

                                  Very truly yours,

                                  /s/ KING HARRIS

                                  Individually, for Pittway Corporation, and on
                                  behalf of the Harris Family

Confirmed on the date first written above:
Honeywell International Inc.

By:
    -----------------------------
Its:
    -----------------------------

                                                                      Schedule 1

- ----------------------------------------------------------------------------------------------------------
 EXECUTIVE       BLACK-SCHOLES $ VALUE OF PARENT       UP FRONT BONUS     RETENTION BONUS      LTIP ($)(4)
                     2000 VALUE OPTIONS(1)                  ($)(2)             ($)(3)
                                                                                   
- ----------------------------------------------------------------------------------------------------------
Fradin                      500,000                       4,300,000          1,700,000          1,000,000
- ----------------------------------------------------------------------------------------------------------
Roth                        500,000                       4,300,000          1,700,000          1,000,000
- ----------------------------------------------------------------------------------------------------------
Levy                        500,000                       5,300,000          1,700,000          1,000,000
- ----------------------------------------------------------------------------------------------------------
Hakanson                    300,000                                            500,000            600,000
- ----------------------------------------------------------------------------------------------------------
Kramvis                     200,000                       2,000,000            500,000            500,000
- ----------------------------------------------------------------------------------------------------------
Conforti                    500,000
- ----------------------------------------------------------------------------------------------------------
Guthart                     500,000
- ----------------------------------------------------------------------------------------------------------
TOTAL                     3,000,000                      15,900,000          6,100,000          4,100,000
- ----------------------------------------------------------------------------------------------------------

(1)      Options: Parent will grant, promptly following the Share Purchase Date,
         at an exercise price equal to fair market value on the grant date.

(2)      Up Front Bonus: 50% ($7,950,000) will be payable by the Company
         promptly following the Share Purchase Date. The Harris family will
         contribute this amount to the Company to fund the payment. 16.67% more
         will be payable by the Company on the first anniversary of the Share
         Purchase Date, 16.67% more will be payable by the Company on the second
         anniversary of the Share Purchase Date, and the remainder will be
         payable by the Company on the third anniversary of the Share Purchase
         Date. Parent guaranties these three final payments.

(3)      Retention Bonus: Would cliff vest on the third anniversary of the Share
         Purchase Date. Three year performance targets for Ademco, ADI, Ademco
         International, Fire-Lite/Notifier and System Sensor will be mutually
         set by King Harris and Kevin Gilligan based on realistic, base-case
         type, performance. If an executive achieves the target for his
         operation, he will receive the Bonus from Parent.

(4)      LTIP (Long-Term Incentive Program): More aggressive, but still
         realistic three-year performance targets for each major operation will
         be mutually set by Harris and Gilligan in 2000. If an executive
         achieves target performance, he will receive the LTIP from Parent on
         the third anniversary of the Share Purchase Date.

                                                                      Schedule 2

             CHANGES TO BE MADE IN KING HARRIS' EMPLOYMENT AGREEMENT

1.       General: The employment agreement is to be between King Harris and
         Parent.

2.       Section 2: Harris initially will be President/CEO of the Alarm
         Components and Systems Business (or whatever Parent decides to call it)
         of the Honeywell Home and Building Control Division. He will report to
         the President of the Home and Building Control Division. His title can
         be changed to CEO anytime after 90 days following the Share Purchase
         Date.

3.       Section 2c: Harris will be allowed to continue serving on the
         for-profit and not-for-profit boards he currently serves on.

4.       Section 3: Covered by Section 5.1 of the Agreement.

5.       Section 3f: Harris will continue to receive his current executive
         benefits package. Options granted to him will have ten-year terms and
         will not expire on account of shift to Consultant status.

6.       Section 3g: Harris will continue to receive these benefits as
         specified.

7.       Sections 4 and 5(e): Covered by Section 5.1(e) of the Agreement.

8.       Section 5: Harris will have a two-year employment agreement which could
         be extended on a year by year basis by mutual consent. On January 1,
         2002 Harris could elect to become a Consultant to Parent. As a
         Consultant, he would receive $400,000 per year until age 65 and would
         be required to work no more than 8 hours per week on the average. He
         would also be reimbursed for business expenses and reasonable office
         expenses including the compensation of an assistant performing duties
         similar to those of his current assistant.

9.       Section 6: If Harris dies, his estate or designated beneficiary will
         receive 100% of the amounts he would have received under the terms of
         the employment agreement.

10.      The remainder of the employment agreement will mirror the current
         Employment Agreement.