Exhibit 10.9

PROTECTION ONE, INC.
SENIOR MANAGEMENT
SHORT-TERM INCENTIVE PLAN

Effective January 1, 2004

The Protection One, Inc. Senior Management Short-Term Incentive Plan (“Plan”) is intended to motivate officers and other members of senior management of the Company and certain of its designated subsidiaries to achieve the highest level of performance and to further the achievement of Protection One’s goals, objectives, and strategies.  The Plan is designed to reward exceptional performance using financial incentives to supplement base compensation.  Also, the Plan is intended to enhance Protection One’s ability to attract and retain talented employees.  Finally, the Plan is intended to benefit Protection One in the pursuit of its goals and objectives by stimulating and motivating the participants, which will in turn enhance productivity.

1.                                       Definitions.  As used herein, the following words and phrases shall have the following meanings unless the context clearly indicates otherwise:

(a)                                  Award:  The total incentive award made to a Participant under the terms of the Plan.

(b)                                 Award Criteria:  The Financial and Discretionary criteria described in Section 4, and as approved by the Board from time to time, and as same may be amended from time to time in accordance with the terms hereof.

(c)                                  Base Compensation:  Annualized salary paid to an employee, excluding overtime, bonuses, commissions, or any pay element other than the base rate of compensation.

(d)                                 Board:  The Board of Directors of the Company.

(e)                                  CMS: Security Monitoring Services, Inc., a Florida corporation (d/b/a Computerized Monitoring Services, Inc., or CMS), and its successors and assigns.

(f)                                    CMS Senior Management: The individual employed by CMS who holds the title of President of CMS.

(g)                                 Company:  Protection One, Inc., a Delaware corporation, and its successors and assigns.

(h)                                 Designated Subsidiaries: CMS, POAMI and NMF.

(i)                                     Discretionary Criteria:  Criteria which are based on financial or non-financial criteria or both, applied in the discretion of the appropriate managerial decision-maker to evaluate the performance of Participants, in accordance with pay grade and management level as set forth in Section 2.

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(j)                                     Executive Officers:  Those individuals which hold the following officer positions: (i) President/Chief Executive Officer (“CEO”); (ii) any Executive Vice President (“EVP”) of the Company or POAMI, including without limitation the Executive Vice President and Chief Financial Officer (“CFO”), the Executive Vice President of Field Operations, and (iii) the President of NMF.

(k)                                  Incentive Period:  The twelve month period measured in the final publication of the year-end consolidated Financial Statements of the Company.

(l)                                     NMF: Network Multi-Family Security Corporation, a Delaware corporation, and its successors and assigns.

(m)                               NMF Senior Management: Those individuals employed by NMF who hold the titles of Senior Vice President, Vice President-Finance, Director-IT or Director-Customer Service.

(n)                                 Officers:  Those individuals employed by the Company or POAMI which hold the following officer positions: (i) Vice President, Treasurer and Controller, (ii) Vice President, General Counsel and Secretary,  and (iii) Senior Vice President of Customer Operations.

(o)                                 Participant:  Each Executive Officer, Officer and member of Senior Management, as those terms are defined herein, and those employees who are designated for participation in the Plan by the Board or the CEO pursuant to Section 3.

(p)                                 Plan:  The Plan herein set forth, and as from time to time amended.

(q)                                 POAMI: Protection One Alarm Monitoring, Inc., a Delaware corporation, and its successors and assigns.

(r)                                    POAMI Senior Management: Those individuals who are either: (i) employed by POAMI in pay grades A, B or C of the POAMI’s wage and salary administration plan, and (ii) those individuals, employed by POAMI not in pay grades A, B or C but designated as a Senior Manager by the CEO.

(s)                                  Senior Management: The POAMI Senior Management, NMF Senior Management and CMS Senior Management.

(t)                                    Target Award Percentage:  That percentage of a Participant’s Base Compensation which the Board (or the CEO pursuant to Section 3) shall f