Exhibit 24.2
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Class A Common Stock, par value $1.00 per share,
of Pittway Corporation, a Delaware corporation ("Pittway"), dated
March 15, 1999, 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.
This agreement 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.
POWER OF ATTORNEY
The undersigned individuals hereby constitute and appoint King X.
Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxx, and Xxxxxx X. Xxxxxxxx and each
of them individually, his true and lawful attorneys-in-fact and agents for
him in his name, place and xxxxx, to sign any and all initial filings on
Schedule 13D under the Securities and Exchange Act of 1934, and any
amendments thereto, relating to the securities of Pittway and to file the
same with the Securities and Exchange Commission and hereby grant to such
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully as to all intents and purposes as he might
or could do, hereby ratifying and confirming all that such attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof in connection with such filings. This power of attorney
shall expire on December 31, 2009.
Dated: March 15, 1999
Resurgent Investors, L.P.
by: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, General Partner
Xxxx X. Xxxxxx Trust
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Trustee
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