JOINT FILING AGREEMENT FOR CLASS A STOCK
The undersigned hereby agree that the statement on Schedule
13D with respect to the shares of Class A Stock, of the par value of $1.00
per share, of Pittway Corporation, a Delaware corporation ("Pittway"), and
any amendments thereto, executed by or on behalf of the undersigned, in
accordance with and pursuant to the power of attorney set forth below or
otherwise, is and shall be filed jointly on behalf of the undersigned,
pursuant to and in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934.
JOINT FILING AGREEMENT FOR COMMON STOCK
The undersigned hereby agree that the statement on Schedule
13D with respect to the shares of Common Stock, of the par value of $1.00
per share, of Pittway Corporation, a Delaware corporation ("Pittway"), and
any amendments thereto, executed by or on behalf of the undersigned, in
accordance with and pursuant to the power of attorney set forth below or
otherwise, is and shall be filed jointly on behalf of the undersigned,
pursuant to and in accordance with the provisions of Rule 13d-1(f) under
the Securities Exchange Act of 1934.
POWER OF ATTORNEY
The undersigned hereby constitute and appoint King X. Xxxxxx,
Xxxxxx Xxxx, Xx., Xxxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx X. Xxxxxxxx, and
each of them individually, the undersigned's true and lawful
attorneys-in-fact and agents for the undersigned in name, place and stead,
to sign, execute and deliver on behalf of the undersigned:
(i) the information statements on Schedules 13D (the
"Schedule 13D") under the Securities Act of 1934, as amended (the
"Exchange Act"), with respect to ownership of the shares of stock
of the Company held by the undersigned;
(ii) a Stockholders Agreement (the "Stockholders
Agreement") to be entered into among Honeywell International Inc., a
Delaware corporation ("Parent"), HII-2 Acquisition Corp, a Delaware
company and a wholly owned subsidiary of the Parent, and certain
stockholders of the Company, including the undersigned, relating to,
among other things, the agreement by the undersigned to tender all
of the undersigned's shares of stock of the Company made subject to
such Stockholder's Agreement (the "Subject Shares") to the Company
pursuant to Parent's cash tender offer (the "Offer") therefor;
(iii) a tender offer transmittal letter (the
"Transmittal Letter") with respect to the tender of the Subject
Shares to the Company pursuant to the Offer; and
(iv) any and all amendments to the Schedule 13D, the
Stockholders Agreement, or the Transmittal Letter.
The undersigned further grants unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or any one of them, or such person's substitute or their substitutes,
lawfully do or cause to be done by virtue hereof.
This Joint Filing Agreement and Power of Attorney may be
executed in separate counterparts by each of the undersigned, each of
which shall be an original but all of which, taken together, shall
constitute one and the same instrument. It shall not be necessary that
each of the undersigned sign any one counterpart.
IN WITNESS WHEREOF, I have hereunto set my hand this 20 day of
December, 1999.
(Signatures on following pages)
Power of Attorney signature pages.
________________________________________
Xxxxxx X. Xxxxxx
Xxxxxx Xxxxxx Trust f/b/o Xxxxxx Xxxxxx
By: _____________________________________
Xxxxxx Xxxxxx, as Trustee and individually
King Harris Trust of 1990 f/b/o King X. Xxxxxx
By: _____________________________________
King X. Xxxxxx, as Trustee and individually
Xxx Xxxxxxx Grandchildren's Trust
By: _____________________________________
June X. Xxxxxxx, as Trustee
Xxxxxxx Xxxxxx & Co., Inc.
By: ______________________________________
Xxxxxx X. Xxxxxx, as sole owner, President and director
The Xxxxxxx X. Xxxxx Trust f/b/o Xxxxxxx X. Xxxxx
By: ______________________________________
Xxxxxxx X. Xxxxx, as Trustee and individually
and ______________________________________
Xxxx Xxxxxx, as co-Trustee
and ______________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
The Xxxxxxxx X. Xxxxxx Trust f/b/o Xxxxxxxx X. Xxxxxx
By: ______________________________________
Xxxxxxxx X. Xxxxxx, as co-Trustee and individually
and ______________________________________
Xxxx Xxxxxx, as co-Trustee
and ______________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
Xxxxxx Xxxxx Trust f/b/o Xxxxxx Xxxxx
By: ______________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ______________________________________
Xxxxxx Xxxxx, as co-Trustee and individually
VHP-Xxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxx 76 Trust
By: ____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and ____________________________________
Xxxx Xxxxxx, as co-Trustee and individually
VHP-Xxxxxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
Xxxxxxxx X. Xxxxxx Trust dtd 12/29/75 f/b/o Xxxx Xxxxxx
By: _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
Xxxxxx X. Xxxxxx Trust dtd 2/27/74 f/b/o Xxxx Xxxxxx
By: _____________________________________
Xxxxxxxx X. Xxxxxx, as Trustee and individually
Xxxxx X. Xxxxxx Trust f/b/o Xxxxx X. Xxxxxx
By: _____________________________________
Xxxxx X. Xxxxxx, as Trustee and individually
________________________________________
Xxxx X. Xxxx
Xxxxxxxxx Xxxxxx Trust f/b/o Xxxxxxxxx Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee and individually
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx Xxxxx Trust f/b/o Xxxxx Xxxxx
By: _____________________________________
Xxxxx Xxxxx, as co-Trustee and individually
and _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
and King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
and King X. Xxxxxx, as co-Trustee
King X. Xxxxxx Children's Trust
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxx X. Xxxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
King X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxx X. Xxxx
By: _____________________________________
King X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxx X. Xxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxxx X. Xxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxx X. Xxxxxx Trust f/b/o Xxx X. Xxxxxx
By: ____________________________________
Xxx X. Xxxxxx, as co-Trustee and individually
and ____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxxxx X. Friend Trust f/b/o Xxxxxxx X. Friend
By: ____________________________________
Xxxxxxx X. Friend, as Trustee
and ____________________________________
King X. Xxxxxx, as Trustee
Xxxxx X. Friend Trust f/b/o Xxxxx X. Friend
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxx X. Friend, as co-Trustee and individually
Xxxx X. Xxxxxx Trust f/b/o Xxxx X. Xxxxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxx X. Xxxxxx, as co-Trustee and individually
________________________________________
King X. Xxxxxx, as Custodian for Xxxxxxx X. Xxxx
________________________________________
King X. Xxxxxx, as Custodian for Xxxxx X. Xxxx
Resurgent Investors L.P.
By: ____________________________________
Xxxxxx Xxxxxx, as co-general partner
and ____________________________________
Xxxxx X. Xxxxxx, as co-general partner
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxx X. Friend
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by___________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Trust dtd 1/12/54 f/b/o Xxxx X. Xxxx
By: ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxxx X. Xxxx
By: ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxx Xxx Xxxxxxx Xxxx Revocable Trust
By: ____________________________________
Xxxx Xxx Xxxxxxx Xxxx, as co-Trustee and individually
and ____________________________________
Xxxxx Xxxx, as co-Trustee
____________________________________
Xxxxxxxx Xxxxxxx Rosbrow, individually, including,
without limitation, any community property interest
____________________________________
Xxxxxx Xxxxxxx, individually, including,
without limitation, any community property interest
____________________________________
Xxxxx X. Xxxxxxx
____________________________________
Xxxxxx X. Xxxxxxx
The Xxxxxxx Xxxxxx Settler Trust f/b/o Xxxxxxx X. Xxxxxxx
By: _____________________________________
Xxxxxx X. Xxxxxx, as co-Trustee
and ______________________________________
Xxxxxx Xxxxxx, as co-Trustee
Trust u/w/of Xxxxxxx Xxxxxx f/b/o Xxxxxxxx Xxxxxxx Rosbrow
By: _____________________________________
Xxxxxx X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Trust u/w/of Xxxxxxx Xxxxxx f/b/o Xxxxxxx X. Xxxxxxx
By: _____________________________________
Xxxxxx X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxx Xxxx, Xx. Revocable Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as Trustee and individually
Xxxxxx Xxxxxx Foundation
By: ____________________________________
Xxxxxxx X. Xxxxxx, as President, Treasurer and a director
Xxxxxx Foundation
By: ____________________________________
Xxxxxx X. Xxxxxx, as Chairman, Treasurer and a Trustee
Xxxxxxxx Xxxxxx Investment Trust
By: ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
IBH - Xxxxxxxx 74 Trust
By: ___________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
IBH - Xxxxx 74 Trust
By: ___________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ___________________________________
Xxxxx Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
WWH - Xxxxxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
WWH - Xxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxxx Xxxxxx, as co-Trustee
Xxxxxxxx 75 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
Xxxxx 75 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxxx Xxxxxx, as co-Trustee
________________________________________
Xxxxxxx Xxxxxx
________________________________________
Xxxxxxxxx Xxxxxx
________________________________________
Xxxxxx Xxxxxx
________________________________________
King X. Xxxxxx
________________________________________
Xxxxx X. Xxxxxx
________________________________________
Xxx X. Xxxxxx
Xxxxxxx Xxxxxx Investors, Inc.
By: ____________________________________
Xxxxxxx X. Xxxxxxx, Vice-President
________________________________________
Xxxxxxx X. Friend
Xxxxxx Xxxxx Trust f/b/o Xxxxxx Xxxxx
By: ___________________________________
Xxxxxx Xxxxx, as Trustee and individually
Xxxxx Xxxxxxxxx, individually, including, without
limitation, any community property interest
______________________________________
Xxxxx Xxxxxxxxx, individually, including, without
limitation, any community property interest
Xxxxx Xxxxxx Investment Trust f/b/o Xxxxx Xxxxxx
By: ___________________________________
Xxxxx Xxxxxx, as Trustee and individually
Xxxx Xxxxxx Investment Trust f/b/o Xxxx Xxxxxx
By: ___________________________________
Xxxx Xxxxxx, as Trustee and individually
Xxxxxxx Xxxxxx Investment Trust f/b/o Xxxxxxx Xxxxxx
By: ___________________________________
Xxxxxxx Xxxxxx, as Trustee and individually
Xxxxxx Xxxxxx Investment Trust f/b/o Xxxxxx Xxxxxx
By: ____________________________________
Xxxxxx Xxxxxx, as Trustee and individually
Xxxx Xxxxxx Investment Trust f/b/o Xxxx Xxxxxx
By: ___________________________________
Xxxx Xxxxxx, as Trustee and individually
Xxxxxxx X. Xxxxxx XX Trust A
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxxx X. Xxxxxx XX Trust B
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxxx X. Xxxxxx XX Trust C
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxxxx Revocable Trust
By: ____________________________________
Xxxx X. Xxxxxx, as Trustee and individually
Xxxxxxxx Family Trust
By: ____________________________________
Xxxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxx Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxxxxxx Xxxxx, as co-Trustee
Xxxxx Family Trust
By: _____________________________________
Xxxxx Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
Xxxxx Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and _____________________________________
Xxxxxxxx Xxxxx, as co-Trustee
Bern L.P.
By: _____________________________________
Xxxxxxx X. Xxxxxx, as President of Portbrid Management Co., Inc.,
which is the corporate general partner of Bern L.P.
Wilikenia L.P.
By: ______________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of Wilikenia Management Co.,
which is the corporate general partner of Wilikenia L.P.
St. Louis L.P.
By: ____________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of St. Louis Management Co.,
which is the corporate general partner of St. Louis L.P.
2029 L.P.
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of 2029 Management Co.,
which is the corporate general partner of 2029 L.P.
The Summer Fund
By: ____________________________________
Xxxx Xxxxxx, as Vice-President
Xxxxxx Xxxxxx Foundation A
By: ____________________________________
Xxxxxxx X. Xxxxx, as Trustee
The Xxxxxx Xxxxxxx and June X. Xxxxxxx Foundation
By: ____________________________________
Xxxx Xxxxxxx, as President
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