exhibit10r







EXHIBIT 10. r.        FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN   (As Amended and Restated Effective as of January 1, 2015)        





 







                 C  E  R  T  I  F  I  C  A  T  E    Federal Signal Corporation, acting through its duly authorized member of the   Benefits Planning Committee, hereby adopts this amendment and restatement of the Federal   Signal Retirement Savings Plan in the form attached hereto.   Dated this 23rd day of December, 2015.   FEDERAL SIGNAL CORPORATION         /s/ Julie A. Cook            for the Federal Signal Corporation          Benefits Planning Committee        





 







   TABLE OF CONTENTS   PAGE      -i-   SECTION 1 ................................................................................................................................ 1   INTRODUCTION ......................................................................................................... 1   1.1 Background, Purpose of Plan, and Applicable   Requirements ......................................................................................... 1   1.2 Effective Date and Plan Year ................................................................. 1   1.3 Trustee and Trust ................................................................................... 1   1.4 Plan Administration ............................................................................... 2   1.5 Plan Supplements ................................................................................... 2   SECTION 2 ................................................................................................................................ 3   DEFINITIONS ............................................................................................................... 3   SECTION 3 .............................................................................................................................. 15   ELIGIBILITY AND PARTICIPATION ..................................................................... 15   3.1 Participation Prior to Effective Date .................................................... 15   3.2 Eligibility for Participant and Matching Contributions ....................... 15   3.3 Eligibility for Retirement Contributions .............................................. 16   3.4 Ineligible Employees ........................................................................... 16   3.5 Period of Participation ......................................................................... 16   3.6 Reemployment ..................................................................................... 17   SECTION 4 .............................................................................................................................. 19   PARTICIPANT AND MATCHING CONTRIBUTIONS .......................................... 19   4.1 Pre-Tax Contributions .......................................................................... 19   4.2 After-Tax Contributions....................................................................... 20   4.3 Catch-Up Contributions ....................................................................... 20   4.4 Rules Applicable to Participant Contributions .................................... 20   4.5 Timing of Participant Contributions .................................................... 21   4.6 Rollover Contributions......................................................................... 21   4.7 Uniformed Service Absence ................................................................ 22   SECTION 5 .............................................................................................................................. 23   EMPLOYER CONTRIBUTIONS ............................................................................... 23   5.1 Matching Contributions ....................................................................... 23   5.2 Retirement Contributions ..................................................................... 24   5.3 Payment, Limitations, Verification, and Form of Payment   of Employer Contributions .................................................................. 25   SECTION 6 .............................................................................................................................. 26   INVESTMENT AND FEDERAL SIGNAL STOCK PROVISIONS ......................... 26   6.1 Investment Funds ................................................................................. 26   6.2 Investment Fund Elections and Transfers ............................................ 26   6.3 Election Procedures ............................................................................. 26   6.4 Administration of Federal Signal Stock Fund ..................................... 27     





 







   TABLE OF CONTENTS   PAGE      -ii-   6.5 Dividend Election ................................................................................ 27   6.6 Voting of Shares in Federal Signal Stock Fund ................................... 28   6.7 Tendering of Shares in Federal Signal Stock Fund ............................. 28   6.8 Confidentiality of Voting and Tender Directions ................................ 29   6.9 Invalidity of Voting or Tender Procedures .......................................... 29   6.10 Unitized Federal Signal Stock Fund .................................................... 29   6.11 Valuation of Investment Funds ............................................................ 30   6.12 Voting of Shares in Mutual Funds ....................................................... 30   SECTION 7 .............................................................................................................................. 31   ACCOUNTS ................................................................................................................ 31   7.1 Participants’ Accounts ......................................................................... 31   7.2 ESOP Subaccounts............................................................................... 32   7.3 Adjustment of Accounts ...................................................................... 32   7.4 Statement of Account ........................................................................... 33   7.5 Accounts for Alternate Payees ............................................................. 33   7.6 Order and Timing of Withdrawals, Loans, and   Distributions ......................................................................................... 33   SECTION 8 .............................................................................................................................. 34   CONTRIBUTION AND BENEFIT LIMITATIONS .................................................. 34   8.1 Contribution Limitations ...................................................................... 34   8.2 Combining of Plans.............................................................................. 34   8.3 Dollar Limitations on Pre-Tax Contributions ...................................... 34   8.4 Percentage Limitations on Pre-Tax Contributions ............................... 35   8.5 Percentage Limitations on Matching and After-Tax   Contributions........................................................................................ 36   8.6 Calculating Income Allocable to Excess Deferrals and   Contributions........................................................................................ 37   8.7 Corrective Contributions/Reallocations ............................................... 37   SECTION 9 .............................................................................................................................. 39   VESTING AND FORFEITURES ............................................................................... 39   9.1 Participant Contributions ..................................................................... 39   9.2 Matching Contributions ....................................................................... 39   9.3 Retirement Contributions ..................................................................... 41   9.4 Qualified Nonelective Contributions ................................................... 42   9.5 Prior Plan ESOP Contributions ............................................................ 42   9.6 Amendments to Vesting Schedule ....................................................... 43   9.7 Forfeitures ............................................................................................ 43   9.8 Reinstatement of Accounts for Rehires ............................................... 43   9.9 Death Benefits under Qualified Military Service ................................ 43     





 







   TABLE OF CONTENTS   PAGE      -iii-   SECTION 10 ............................................................................................................................ 44   PAYMENTS ................................................................................................................ 44   10.1 Form of Payment.................................................................................. 44   10.2 Time of Payment .................................................................................. 44   10.3 Direct Rollover of Eligible Rollover Distribution ............................... 45   10.4 Designation of Beneficiary .................................................................. 46   10.5 Minimum Distribution Requirements .................................................. 47   10.6 Missing Persons ................................................................................... 49   10.7 Recovery of Benefits............................................................................ 49   10.8 Facility of Payment .............................................................................. 49   SECTION 11 ............................................................................................................................ 51   IN-SERVICE WITHDRAWALS ................................................................................ 51   11.1 Hardship Withdrawals ......................................................................... 51   11.2 Withdrawals Upon Attainment of Age 591⁄2 ........................................ 52   11.3 Withdrawals Upon Attainment of Normal Retirement Age ................ 52   11.4 Withdrawals From After-Tax Account ................................................ 53   11.5 Withdrawals From Rollover Account and After-Tax   Rollover Account ................................................................................. 53   11.6 Withdrawals From Balances Transferred from a Prior Plan ................ 53   11.7 Distributions To Individuals Performing Military Service .................. 53   11.8 Application for In-Service Withdrawals .............................................. 54   SECTION 12 ............................................................................................................................ 55   LOANS ........................................................................................................................ 55   12.1 Terms and Conditions of Loans ........................................................... 55   12.2 Amount of Loans ................................................................................. 55   12.3 Repayment of Loans ............................................................................ 55   12.4 Unpaid Loans ....................................................................................... 56   SECTION 13 ............................................................................................................................ 57   ADMINISTRATION OF PLAN ................................................................................. 57   13.1 Plan Administrator ............................................................................... 57   13.2 Indemnification .................................................................................... 58   13.3 Organization of Committee.................................................................. 58   13.4 Committee Actions .............................................................................. 58   13.5 Committee General Powers, Rights, and Duties .................................. 59   13.6 Reports ................................................................................................. 60   13.7 Information Required by Committee ................................................... 60   13.8 Allocations and Delegations of Responsibility .................................... 60   13.9 Interested Committee Member ............................................................ 60   13.10 Removal or Resignation ....................................................................... 60   13.11 Compensation and Expenses................................................................ 61   13.12 Uniform Application of Rules ............................................................. 61   13.13 Committee’s Decision Final ................................................................ 61     





 







   TABLE OF CONTENTS   PAGE      -iv-   SECTION 14 ............................................................................................................................ 62   Claims Procedures ....................................................................................................... 62   14.1 Initial Retirement Benefit Claims ........................................................ 62   14.2 Initial Disability Benefit Claims .......................................................... 62   14.3 Initial Claim Processing and Appeal.................................................... 62   14.4 Appeal Procedures for Retirement Benefits ........................................ 63   14.5 Appeal Procedures for Disability Benefits .......................................... 63   14.6 Appeals Processing .............................................................................. 63   SECTION 15 ............................................................................................................................ 65   MANAGEMENT OF TRUSTS ................................................................................... 65   15.1 Trustee and Trust Agreement............................................................... 65   15.2 Restrictions as to Reversion of Trust Fund to the   Employers ............................................................................................ 65   SECTION 16 ............................................................................................................................ 66   AMENDMENT AND TERMINATION ..................................................................... 66   16.1 Amendment .......................................................................................... 66   16.2 Plan Termination .................................................................................. 66   16.3 Nonforfeitability and Distribution on Termination.............................. 67   16.4 Plan Merger, Consolidation, or Spin-Off ............................................. 67   SECTION 17 ............................................................................................................................ 68   MISCELLANEOUS .................................................................................................... 68   17.1 Non-Alienation of Benefits .................................................................. 68   17.2 Absence of Guaranty............................................................................ 68   17.3 Employment Rights ............................................................................. 68   17.4 Litigation by Participants or Other Persons ......................................... 68   17.5 Evidence ............................................................................................... 68   17.6 Waiver of Notice .................................................................................. 68   17.7 Controlling Law ................................................................................... 69   17.8 Statutory References ............................................................................ 69   17.9 Severability .......................................................................................... 69   17.10 Action By Employers ........................................................................... 69   17.11 Gender and Number ............................................................................. 69   17.12 Examination of Documents.................................................................. 69   17.13 Manner of Delivery .............................................................................. 69   17.14 Effect on Other Benefits ...................................................................... 69   17.15 Headings .............................................................................................. 70   17.16 No Third-Party Beneficiaries ............................................................... 70   SECTION 18 ............................................................................................................................ 71   TOP HEAVY RULES ................................................................................................. 71   18.1 Purpose and Effect ............................................................................... 71   18.2 Top Heavy Plan.................................................................................... 71     





 







   TABLE OF CONTENTS   PAGE      -v-   18.3 Key Employee ...................................................................................... 71   18.4 Minimum Vesting ................................................................................ 72   18.5 Minimum Employer Contribution ....................................................... 72   18.6 Aggregation of Plans............................................................................ 72   SUPPLEMENT A   Special Provisions Applicable to the  Federal Signal Technologies Division of the   Company     





 







   -1-   FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN   SECTION 1   INTRODUCTION   1.1 Background, Purpose of Plan, and Applicable Requirements   The Company maintains the Plan so that eligible Employees of the Company and the   other Employers under the Plan may accumulate funds for their retirement.  The Plan was   originally established as the Federal Signal 401(k) Retirement Plan, effective as of July 1, 1976.    The Plan was amended and restated in its entirety several times, including effective as of January   1, 1997 for compliance purposes, January 1, 2002 for benefit provisions, and January 1, 2010 for   a Prior Plan merger and various other changes considered desirable by the Company.     Effective as of June 1, 2002, a portion of the Plan is designed to be primarily invested in   Federal Signal Common Stock through the Federal Signal Stock Fund, except that the Trustee   may hold some of the assets of the Federal Signal Stock Fund in cash pending investment,   distribution, reallocation or transfer.  This portion of the Plan is intended to satisfy the   requirements of a non-leveraged employee stock ownership plan set forth in Code Sections   401(a), 409, and 4975(e).  The remaining portion of the Plan is a profit sharing plan intended to   satisfy all requirements of Code Section 401(a) and includes a cash or deferred arrangement   intended to satisfy the requirements of Code Section 401(k).     Effective January 1, 2007, the Plan was renamed the Federal Signal Corporation   Retirement Savings Plan.  The Plan as reflected herein, effective as of January 1, 2015, except as   otherwise indicated, is an amendment, restatement and continuation of the Plan.     Defined terms used in this Section are defined in SECTION 2.   1.2 Effective Date and Plan Year   Except as otherwise required to comply with applicable law or as specifically provided   herein, this amendment and restatement is effective as of January 1, 2015.  The rights and   benefits of any Participant who had a Severance From Service prior to this restatement date shall   be determined under the Plan in effect at the time of such Severance From Service, except as   otherwise expressly provided below.  The Plan is administered on the basis of a Plan Year.   1.3 Trustee and Trust   Amounts contributed under the Plan are held and invested, until distributed, by the   Trustee.  The Trustee acts in accordance with the terms of the Trust Agreement and Trust, which   implement and form a part of the Plan.  The provisions of and benefits under the Plan are subject   to the terms and provisions of the Trust Agreement and Trust.     





 







   -2-   1.4 Plan Administration   The Committee shall be the “plan administrator” (as that term is defined in ERISA   Section 3(16)(A)) of the Plan and shall be responsible for the administration of the Plan except   where another entity has been assigned a specific responsibility in the Plan; provided, however,   that the Committee may delegate all or any part of its powers, rights, and duties under the Plan to   such person or persons as it may deem advisable.  Any notice or document relating to the Plan   which is to be filed with the plan administrator may be delivered, or mailed by registered or   certified mail, postage pre-paid, to:   Benefits Administration Committee   c/o Federal Signal Corporation   1415 West 22nd Street, Suite 1100   Oak Brook, IL 60523   1.5 Plan Supplements   The provisions of the Plan may be modified by supplements to the Plan.  The terms and   provisions of each supplement are a part of the Plan and supersede the other provisions of the   Plan to the extent necessary to eliminate inconsistencies between such other Plan provisions and   such supplement.     





 







   -3-   SECTION 2   DEFINITIONS   The following words and phrases have the respective meanings stated below unless a   different meaning is plainly required by the context:   2.1 Account(s)   Except as may be stated elsewhere in the Plan, “Account(s)” means all accounts and   subaccounts maintained for a Participant, Alternate Payee or a Beneficiary under Subsection 7.1.   2.2 After-Tax Account   “After-Tax Account” means any one of the Accounts so designated and provided for in   Paragraph 7.1(a).   2.3 After-Tax Contributions   “After-Tax Contributions” mean any contributions a Participant elects to make on an   after-tax basis as described in Subsection 4.2.  Not withstanding the foregoing, for purposes of   implementing the required limitations of Code Sections 401(m) and 415 contained in   Subsections 8.5 and 8.1, respectively, After-Tax Contributions shall not include contributions   made pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military   service.     2.4 After-Tax Rollover Account   “After-Tax Rollover Account” means any one of the Accounts so designated and   provided for in Paragraph 7.1(b).   2.5 After-Tax Rollover Contributions   “After-Tax Rollover Contributions” mean after-tax contributions attributable to part or all   of a Rollover Contribution transferred to this Plan pursuant to Subsection 4.6.     2.6 Alternate Payee   “Alternate Payee” means any Spouse, former Spouse, child or other dependent of a   Participant who is recognized by a Qualified Domestic Relations Order as having a right to   receive all or a portion of a Participant’s benefits payable under the Plan.   2.7 Annual Addition   Subject to Subsection 8.1, “Annual Addition” for any Limitation Year means the sum of   the Pre-Tax Contributions, After-Tax Contributions, Matching Contributions, and Retirement   Contributions, as applicable, credited to a Participant’s Account for that Limitation Year.    Annual Additions attributable to corrective contributions described in Subsection 8.7 shall be   treated as Annual Additions for the appropriate Limitation Year as required by Code Section 415     





 







   -4-   and the Treasury Regulations issued thereunder; provided, however, that amounts attributable to   lost earnings with respect to any such corrective contributions shall not be treated as Annual   Additions.   2.8 Approved Form of Election   “Approved Form of Election” means a request or an election made through the voice   response system, Internet, intranet or other electronic media, or on a written election form,   approved by the Committee or its designee and filed with the Employer.  Notwithstanding the   foregoing, no request or election shall be deemed to have been made until all required   documentation, information, signatures, consents, notarizations and attestations required for such   request or election are provided to the Committee or its designee.   2.9 Beneficiary   “Beneficiary” means the person or persons designated by a Participant, Beneficiary or   Alternate Payee to receive any benefits under the Plan which may be due upon the Participant’s,   Beneficiary’s or Alternate Payee’s death.   2.10 Benefits Planning Committee   “Benefits Planning Committee” means the Benefits Planning Committee of the   Company.   2.11 Board of Directors   “Board of Directors” means the Board of Directors of the Company.   2.12 Break in Service   A “Break in Service” means any period commencing with the Participant’s Severance   From Service and continuing for at least twelve consecutive months until he or she again   completes an Hour of Service.  Notwithstanding the foregoing, effective as of October 1, 2010,   “Break in Service” means, with respect to each Participant who was a participant in the   VESystems 401(k) Plan on or before October 1, 2010, any Plan Year during which such   Participant does not complete more than 500 Hours of Service.     2.13 Business Day   “Business Day” means any day on which the New York Stock Exchange is open.   2.14 Catch-Up Account   “Catch-Up Account” means any one of the Accounts so designated and provided for in   Paragraph 7.1(c).     





 







   -5-   2.15 Catch-Up Contributions   “Catch-Up Contributions” mean the compensation deferrals under Code Section 414(v)   an eligible Participant elects to make pursuant to Subsection 4.3.   2.16 Close of Business   “Close of Business” means the normal closing time of the New York Stock Exchange or   such other time as is designated by the Committee.   2.17 Code   “Code” means the Internal Revenue Code of 1986, as amended from time to time.   2.18 Code Section 415 Compensation   “Code Section 415 Compensation” for a Limitation Year means a Participant’s   compensation within the meaning of Treasury Regulation Section 1.415(c)-2(d)(4), including,   effective as of January 1, 2009, any differential wage payments (as defined in Code Section   3401(h)(2)), that is actually paid or made available during such Limitation Year, subject to the   following:   (a) Code Section 415 Compensation shall exclude amounts paid after a Participant’s   severance from employment, except for the following amounts paid within the   later of 2-1⁄2 months after the Participant’s severance from employment or the end   of the Limitation Year that includes the date of the Participant’s severance from   employment:   (i) Payments of unpaid wages, overtime, bonuses and commissions; and   (ii) Payments of unused accrued bona fide sick, vacation and paid time off   leave that the Participant would have been able to use if employment had   continued.   (b) Compensation shall not include amounts in excess of the limitation under Code   Section 401(a)(17) in effect for the Limitation Year.   2.19 Committee   “Committee” means the Benefits Administration Committee as described in SECTION   13.   2.20 Company   “Company” means Federal Signal Corporation, a Delaware corporation, its successors   and assigns.     





 







   -6-   2.21 Compensation   “Compensation” means compensation as defined in Treasury Regulation Section   1.414(s)-1(c)(4), but without regard to any recruiting or sign-on bonus, if applicable.    Notwithstanding the foregoing, with respect to Participants who are Guzzler Union Employees,   IAM Local 701 Employees or Sheet Metal Workers Local 265 Employees, “Compensation”   means regular straight time pay, bonus, commissions and overtime pay.     Each Participant’s Compensation shall include, effective as of January 1, 2009, any   differential wage payments (as defined in Code Section 3401(h)(2)).  Such Compensation shall   exclude amounts paid after a Participant’s severance from employment, except for payments of   unpaid wages, overtime, bonuses, commissions and accrued vacation leave that the Participant   would have been able to use if employment had continued that are paid within the later of 2-1⁄2   months after the Participant’s severance from employment or the end of the Plan Year that   includes the date of the Participant’s severance from employment.  In no event shall   Compensation include the following payments paid after the Participant’s severance from   employment:  unused accrued bona fide sick and paid time off leave that the Participant would   have been able to use if employment had continued and long-term disability payments.   Each Participant’s Compensation shall be limited to $265,000 in each Plan Year (as   adjusted to reflect the dollar amount applicable under Code Section 401(a)(17)).     2.22 Disability   “Disability,” as determined by the Committee or its designee, means the inability to   engage in any substantial, gainful activity by reason of any medically determinable physical or   mental impairment that can be expected to result in death or which has lasted or can be expected   to last for a continuous period of not less than twelve months.  The permanence and degree of   such impairment shall be supported by medical evidence.  Notwithstanding the foregoing, with   respect to each Participant who was a participant in the PIPs Technology, Inc. 401(k) Plan on or   before January 1, 2008, “Disability” shall mean (i) a physical or mental disability that renders   such Participant unable to perform the duties of his or her customary position of employment (or   unable to engage in any substantial gainful activity) for an indefinite period which the   Committee considers shall be of long continued duration, or (ii) the incurrence of a Separation   From Service and the permanent loss or loss of use of a member or function of the body, or   permanent disfigurement.  The Committee may require a Participant to submit to a physical   examination in order to confirm Disability.  Notwithstanding the foregoing, effective as of   October 1, 2010, with respect to each Participant who was a participant in the VESystems 401(k)   Plan on or before October 1, 2010, “Disability” shall mean eligibility for disability benefits under   the Social Security Act.   2.23 Employee   “Employee” means any person who is employed by an Employer who is on the regular   U.S. payroll of an Employer, and whose wages from such Employer are reported for Federal   income tax purposes on Internal Revenue Service Form W-2 (or a successor or equivalent form).    Notwithstanding any provision of the Plan to the contrary, an individual who performs services     





 







   -7-   for a Non-Participating Employer but who is paid by an Employer under a common paymaster   arrangement with such Non-Participating Employer shall not be considered an Employee for   purposes of the Plan.  An Employer’s classification as to whether an individual constitutes an   Employee shall be determinative for purposes of an individual’s eligibility under the Plan.  An   individual who is classified as an independent contractor or Leased Employee (or other non-   employee classification) shall not be considered an Employee and shall not be eligible to   participate in the Plan, regardless of any subsequent reclassification of such individual as an   employee of an Employer by an Employer, any government agency, court, or other third-party.    Any such reclassification shall not have a retroactive effect for purposes of the Plan.  An   Employee shall be eligible to participate in the Plan pursuant to SECTION 3.   2.24 Employer   “Employer” means the Company, Elgin Sweeper Company, Guzzler Manufacturing, Inc.,   Jetstream of Houston, Inc., Vactor Manufacturing, Inc., Victor Products USA, Inc. and each   other Related Employer who extends the Plan to its Employees with the consent of the Benefits   Planning Committee.     2.25 Employment or Reemployment Date   “Employment or Reemployment Date” means the first day an Employee performs an   Hour of Service.   2.26 ERISA   “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.   2.27 ESOP   “ESOP” means the portion of the Plan that is designed to be primarily invested in Federal   Signal Common Stock through investment in the Federal Signal Stock Fund, except that the   Trustee may hold some of the assets of the Federal Signal Stock Fund in cash pending   investment, distribution, reallocation or transfer.  The ESOP is intended to satisfy the   requirements of a non-leveraged employee stock ownership plan set forth in Code Sections   401(a), 409, and 4975(e).  The ESOP consists of all amounts credited to Participants’ Accounts   that are invested in the Federal Signal Stock Fund.   2.28 Federal Signal Common Stock   “Federal Signal Common Stock” means the common stock of the Company and any other   common stock into which it may be reclassified.  Federal Signal Common Stock is readily   tradable on an established securities market and meets the definition of an “employer security”   under Code Section 409(l).   2.29 Federal Signal Stock Fund   “Federal Signal Stock Fund” means the portion of the Trust Fund so designated and   provided for in Subsection 6.1 and which fund is designed to be primarily invested in Federal     





 







   -8-   Signal Common Stock, except that the Trustee may hold some of the assets of the Federal Signal   Stock Fund in cash pending investment, distribution, reallocation or transfer.   2.30 Fiduciary   “Fiduciary” means the Company, each Employer, the Board of Directors, and the board   of directors of each Employer, the Benefits Planning Committee, the Committee, the Investment   Committee and the Trustee, but only with respect to the specific responsibilities of each as   described in SECTION 13 and SECTION 14.  The term “Fiduciary” also includes any   Participant, Beneficiary or Alternate Payee, but only to the extent such Participant, Beneficiary   or Alternate Payee is acting with respect to the exercise of voting rights of shares held in the   Federal Signal Stock Fund or the tender, deposit, sale, exchange or transfer of such shares.   2.31 Guzzler Union Employee   “Guzzler Union Employee” means an Employee whose employment with the Guzzler   Manufacturing, Inc. is governed by a collective bargaining agreement that provides for his or her   participation in the Plan.   2.32 Highly Compensated Employee   “Highly Compensated Employee” means a highly compensated employee as defined in   Code Section 414(q) and the Treasury Regulations thereunder.  Generally, a Highly   Compensated Employee shall be any present or former employee of a Related Employer who:   (a) Was a 5% owner (as defined in Code Section 414(q)(2)) at any time during the   current or immediately preceding Plan Year; or   (b) Received Code Section 415 Compensation from the Related Employers for the   immediately preceding Plan Year in excess of $120,000 (or such greater amount   as may be determined by the Commissioner of Internal Revenue) and was in the   top-paid 20% of employees for such year.   A former employee shall be treated as a Highly Compensated Employee if such employee was a   Highly Compensated Employee when such employee incurred a Severance From Service or if   such employee was a Highly Compensated Employee at any time after attaining age 55.   2.33 Hour of Service   “Hour of Service” means:   (a) Each hour for which an Employee is paid or entitled to payment for the   performance of duties for a Related Employer.  These hours shall be credited to   the Employee for the computation period or periods in which the duties are   performed;   (b) Each hour for which an Employee is paid or entitled to payment by a Related   Employer on account of a period of time during which no duties are performed     





 







   -9-   (irrespective of whether the employment relationship has terminated) due to   vacation, holiday, illness, incapacity (including Disability), layoff, jury duty,   military duty or leave of absence.  No more than 501 Hours of Service shall be   credited under this Paragraph for any single continuous period (whether or not   such period occurs in a single computation period).  Hours under this Paragraph   shall be calculated and credited pursuant to Department of Labor Regulation   Section 2530.200b-2, which is incorporated by reference; and   (c) Each hour for which back pay, irrespective of mitigation of damages, is either   awarded or agreed to by a Related Employer.  The same Hours of Service shall   not be credited under Paragraph (a) or Paragraph (b) and under this Paragraph (c).    These hours shall be credited to the computation period or periods to which the   award or agreement pertains rather than the computation period in which the   award, agreement or payment is made.   Solely for purposes of determining whether a Break in Service has occurred, an Employee who is   absent from work for Parental Leave shall receive credit for the Hours of Service which would   otherwise have been credited to him or her but for his or her Parental Leave.  In any case in   which such Hours of Service cannot be determined, the Employee shall receive credit for eight   Hours of Service for each day of Parental Leave.  Hours of Service credited under this paragraph   shall be credited in the Plan Year in which the Parental Leave begins, if necessary to prevent a   Break in Service in such year, or the immediately following Plan Year.   2.34 IAM Local 701 Employee   “IAM Local 701 Employee” means an Employee whose employment with the Company   or a Related Employer is governed by the collective bargaining agreement between the Company   and Automobile Mechanics’ Local 701 IAM & AW that provides for his or her participation in   the Plan.     2.35 IBEW Local 134 Employee   “IBEW Local 134 Employee” means an Employee whose employment with the   Company or a Related Employer is governed by the collective bargaining agreement between the   Company and Local 134, International Brotherhood of Electrical Workers that provides for his or   her participation in the Plan.   2.36 Investment Committee   “Investment Committee” means the Investment Committee of the Company.   2.37 Investment Fund(s)   “Investment Fund(s)” means the funds described in Subsection 6.1 held under the Trust   Fund.     





 







   -10-   2.38 Leased Employee   “Leased Employee” means any individual who is not an employee of an Employer, but   who has provided services to an Employer under the primary direction or control of the   Employer on a substantially full-time basis for a period of at least one year, pursuant to an   agreement between the Employer and a leasing organization.  A Leased Employee shall be   deemed an Employee for purposes of crediting Vesting Service and Years of Eligibility Service,   but shall not be eligible for benefits under the Plan unless he or she otherwise satisfies the   criteria for eligibility under Subsection 3.1 as an Employee.   2.39 Limitation Year   “Limitation Year” means the Plan Year.   2.40 Match Account   “Match Account” means any one of the Accounts so designated and provided for in   Paragraph 7.1(d).   2.41 Matching Contributions   “Matching Contributions” mean any contributions made to the Match Account of a   Participant by an Employer as provided for in Subsection 5.1.  Notwithstanding the foregoing,   for purposes of implementing the required limitations of Code Sections 401(m) and 415   contained in Subsections 8.5 and 8.1, respectively, Matching Contributions shall not include   contributions made pursuant to Code Section 414(u) by reason of an eligible Employee’s   qualified military service.   2.42 Non-ESOP   “Non-ESOP” means the portion of the Plan that constitutes a profit sharing plan intended   to satisfy all requirements of Code Section 401(a) and includes a cash or deferred arrangement   intended to satisfy the requirements of Code Section 401(k).  The Non-ESOP consists of all   amounts credited to Participants’ Accounts that are not invested in the Federal Signal Stock   Fund.   2.43 Non-Participating Employer   “Non-Participating Employer” means any Related Employer which is not an Employer.   2.44 Normal Retirement Age   “Normal Retirement Age” means age 65.     2.45 Parental Leave   “Parental Leave” means an absence: (i) by reason of the pregnancy of the individual; (ii)   by reason of a birth of a child of the individual; (iii) by reason of the placement of a child with     





 







   -11-   the individual in connection with the adoption of such child by such individual or for purposes of   caring for such child for a period beginning immediately following such birth or placement.  The   Employee shall be required to furnish the Committee with such timely information as the   Committee may reasonably require to establish both that the absence from work is for Parental   Leave and the number of days for which there was such an absence.   2.46 Participant   “Participant” means an Employee or former Employee who has met the requirements of   participation in the Plan for at least one type of contribution as provided in SECTION 3.   2.47 Plan   “Plan” means this Federal Signal Corporation Retirement Savings Plan.   2.48 Plan Year   “Plan Year” means the calendar year.   2.49 Pre-Tax Account   “Pre-Tax Account” means any one of the Accounts so designated and provided for in   Paragraph 7.1(e).   2.50 Pre-Tax Contributions   “Pre-Tax Contributions” mean the compensation deferrals under Code Section 401(k) a   Participant elects to make pursuant to Subsection 4.1.  Notwithstanding the foregoing, for   purposes of implementing the required limitations of Code Sections 401(k), 402(g), and 415   contained in Subsections 8.4, 8.1 and 8.1, respectively, Pre-Tax Contributions shall not include   Catch-Up Contributions or deferrals made pursuant to Code Section 414(u) by reason of an   eligible Employee’s qualified military service.   2.51 Prior Plan   “Prior Plan” means the applicable plan qualified under Code Section 401(a) that has   merged with and into the Plan.  Effective as of October 1, 2010, the VESystems 401(k) Plan and   Trust merged with and into the Plan.  Such merger complied with the provisions of Code   Sections 401(a)(12), 401(l), and 411(d)(6) of the Code.     2.52 Prior Plan ESOP Account   “Prior Plan ESOP Account” means any one of the Accounts so designated and provided   for in Paragraph 7.1(f).   2.53 Qualified Domestic Relations Order   “Qualified Domestic Relations Order” means any domestic relations order (as defined in   Code Section 414(p)) that creates, recognizes or assigns to an Alternate Payee the right to receive     





 







   -12-   all or a portion of a Participant’s benefits payable hereunder and that meets the requirements of   Code Section 414(p), as determined by the Committee.   2.54 Qualified Nonelective Account   “Qualified Nonelective Account” means any one of the Accounts so designated and   provided for in Paragraph 7.1(g).   2.55 Related Employer   “Related Employer” means the Company and any corporation or other business entity   which is included in a controlled group of corporations with the Company, as provided in Code   Section 414(b) (as modified for purposes of Subsection 8.1 by Code Section 415(h)), or which is   a trade or business under common control with the Company, as provided in Code Section   414(c) (as modified, for purposes of Subsection 8.1, by Code Section 415(h)), or which   constitutes a member of an affiliated service group within which the Company is also included,   as provided in Code Section 414(m), or which is required to be aggregated with the Company   pursuant to Treasury Regulations issued under Code Section 414(o).   2.56 Retirement Account   “Retirement Account” means any one of the Accounts so designated and provided for in   Paragraph 7.1(h).   2.57 Retirement Contributions   “Retirement Contributions” mean any contributions made to the Retirement Account of a   Participant by an Employer as provided for in Subsection 5.2.   2.58 Rollover Account   “Rollover Account” means any of the Accounts so designated and provided for in   Paragraph 7.1(i).   2.59 Rollover Contributions   “Rollover Contributions” mean amounts (other than After-Tax Rollover Contributions)   attributable to part or all of a Rollover Contribution to this Plan pursuant to Subsection 4.6.   2.60 Seasonal Employee   “Seasonal Employee” means each Employee who the Committee determines, in its sole   discretion, to be a seasonal employee.  The Committee’s determination of Seasonal Employees   shall be applied uniformly to all similarly situated Employees.   2.61 Severance From Service   “Severance From Service” means the earlier of the following dates:     





 







   -13-   (a) The date on which a Participant terminates employment with all Related   Employers, is discharged, retires or dies; or   (b) The first anniversary of the first day of a period in which an Employee remains   absent from service (with or without pay) with all Related Employers for any   reason other than one listed in Paragraph (a) above.   For purposes of this Plan, an Employee who is absent from service for twelve consecutive   months due to illness, injury, or Disability shall be deemed to have had a Severance From   Service.  A Participant who is performing qualified military service (as defined in Code Section   414(u)(5)) shall not incur a Severance From Service until the time at which a Participant’s   reemployment rights as a member of the armed forces cease to be protected by law.  An   Employee shall not incur a Severance From Service due to a Parental Leave until the second   anniversary of the first date of such absence.     A transfer from employment with one Related Employer to another Related Employer or a   change in status from Employee to Leased Employee does not constitute a Severance From   Service for purposes of SECTION 10.     2.62 Sheet Metal Workers Local 265 Employee   “Sheet Metal Workers Local 265 Employee” means an Employee whose employment   with the Company or a Related Employer is governed by the collective bargaining agreement   between the Company and Sheet Metal Workers International Association Local No. 265 that   provides for his or her participation in the Plan.     2.63 Spouse   Unless the provisions of any Qualified Domestic Relations Order provide otherwise,   “Spouse” means the person to whom the Participant is legally married at the earlier of the date of   the Participant’s death or the date payment of the Participant’s benefits commenced and who is   living on the date of the Participant’s death.  A person of the same sex as the Participant shall be   a Spouse, provided the couple was legally married in a jurisdiction that authorizes same-sex   marriage.  Notwithstanding the foregoing, a person of the same sex as the Participant shall not be   a Spouse for Plan purposes prior to June 26, 2013.   2.64 Testing Compensation   “Testing Compensation” means the amount of compensation the Committee determines   for all eligible Employees for a Plan Year under Treasury Regulation Section 1.414(s)-1(c)(4),   including, effective as of January 1, 2009, any differential wage payments (as defined in Code   Section 3401(h)(2)).   2.65 Trust   “Trust” means the trust agreement between the Company and the Trustee, as it may be   amended from time to time, and the trust created thereby.     





 







   -14-   2.66 Trust Fund   “Trust Fund” means all money, stocks, bonds, securities, and other property held or   acquired by the Trustee in accordance with the Plan and the Trust.   2.67 Trustee   “Trustee” means the person appointed to act as Trustee under the Trust, including any   successor Trustee.   2.68 Vesting Service   “Vesting Service” means service credited for purposes of determining a Participant’s   right to a nonforfeitable benefit under the Plan, as determined in accordance with SECTION 8.    Vesting Service means service as an Employee with any Related Employer, determined as the   aggregate of all time period(s) commencing with the Employee’s Employment or Reemployment   Date and ending on the date on which the Employee incurs a Separation From Service.    Fractional periods of a year shall be expressed in terms of months or days.  If an Employee was   employed by an entity that was subsequently acquired by a Related Employer, such Employee   shall not receive Vesting Service for service with such entity prior to its acquisition by the   Related Employer, except as determined by the Committee in its sole discretion, provided such   determination is applied uniformly to all similarly situated Employees.   Notwithstanding the foregoing, effective as of October 1, 2010, each Participant who was   a participant in the VESystems 401(k) Plan on or before October 1, 2010 shall earn one year of   Vesting Service for each Plan Year in which he or she completes 1,000 Hours of Service.  Such   Participant shall be credited with 190 hours of Vesting Service for each month in which he or she   performs an Hour of Service.  Such Participant’s period of employment with VESystems, LLC   that would have been taken into account as “Years of Service” under the VESystems 401(k) Plan   prior to October 1, 2010 shall be counted in full for purposes of determining such Participant’s   Vesting Service.   2.69 Year of Eligibility Service   “Year of Eligibility Service” means any consecutive twelve-month period of employment   during which an Employee completes 1,000 or more Hours of Service.  The first consecutive   twelve-month period to be taken into account for this purpose shall be the consecutive twelve-   month period commencing with the Employee’s Employment or Reemployment Date.  All   subsequent periods to be taken into account for this purpose shall be the consecutive twelve-   month periods commencing on the anniversaries of the Employee’s Employment or   Reemployment Date.  An Employee does not complete a Year of Eligibility Service before the   end of the twelve-consecutive month period regardless of when during such period the Employee   completes the required number of Hours of Service.     





 







   -15-   SECTION 3   ELIGIBILITY AND PARTICIPATION   3.1 Participation Prior to Effective Date   Each Employee who was a Participant in the Plan immediately prior to the Effective Date   shall continue to as a Participant on and after the Effective Date, subject to Subsection 3.4.   3.2 Eligibility for Participant and Matching Contributions   If otherwise permitted by the Plan or the applicable Employer, each Employee who is not   described in Subsection 3.1 shall become a Participant with respect to Pre-Tax, After-Tax,   Catch-Up and Matching Contributions (if applicable) on his or her Employment or   Reemployment Date, subject to Paragraphs (a), (b), (c) and (d) below:     (a) Except as provided in Paragraph (b), (c) or (d) below, each Seasonal Employee   shall become a Participant with respect to Pre-Tax, After-Tax, Catch-Up and   Matching Contributions on the first day following the date on which he or she   completes one Year of Eligibility Service or any day thereafter.   (b) Each IAM Local 701 Employee and each Sheet Metal Workers Local 265   Employee shall become a Participant with respect to Pre-Tax, After-Tax, Catch-   Up or Matching Contributions on the first day of the calendar quarter following   his or her Employment or Reemployment Date or any day thereafter; provided,   however, that each such Employee who is a Seasonal Employee shall become a   Participant with respect to Pre-Tax, After-Tax, Catch-Up and Matching   Contributions on the first day of the calendar quarter following the date on which   he or she completes a Year of Eligibility Service or any day thereafter.   (c) Each Guzzler Union Employee shall become a Participant with respect to Pre-   Tax, After-Tax or Catch-Up Contributions on the first day of the calendar quarter   following his or her Employment or Reemployment Date or any day thereafter;   provided, however, that each such Employee who is a Seasonal Employee shall   become a Participant with respect to Pre-Tax, After-Tax or Catch-Up   Contributions on the first day of the calendar quarter following the date on which   he or she completes a Year of Eligibility Service or any day thereafter.  In no   event shall a Guzzler Union Employee become a Participant with respect to   Matching Contributions.   (d) Each IBEW Local 134 Employee shall become a Participant with respect to Pre-   Tax, After-Tax, Catch-Up or Matching Contributions on his or her 91st day of   employment with an Employer or any day thereafter; provided, however, that   each such Employee who is a Seasonal Employee shall become a Participant with   respect to Pre-Tax, After-Tax, Catch-Up and Matching Contributions on the 91st   day of employment with an Employer following the date on which he or she   completes a Year of Eligibility Service or any day thereafter.     





 







   -16-   3.3 Eligibility for Retirement Contributions   If otherwise permitted by the Plan or the applicable Employer, each Employee who is not   described in Subsection 3.1 shall become a Participant with respect to Retirement Contributions   (if applicable) after completing 30 days of employment with the Employer, regardless of whether   the Participant has elected to make Pre-Tax Contributions, subject to Paragraphs (a), (b) and (c)   below:     (a) Except as provided in Paragraph (b) or (c) below, each Seasonal Employee shall   become a Participant with respect to Retirement Contributions on the first day   following the date on which he or she completes one Year of Eligibility Service or   any day thereafter.   (b) Each IBEW Local 134 Employee shall become a Participant with respect to   Retirement Contributions on his or her 91st day of employment with an Employer   or any day thereafter; provided, however, that each such Employee who is a   Seasonal Employee shall become a Participant with respect to Retirement   Contributions on the 91st day of employment with an Employer following the   date on which he or she completes a Year of Eligibility Service or any day   thereafter.   (c) Notwithstanding any provision of the Plan to the contrary, the following   Employees are not eligible to become Participants with respect to Retirement   Contributions:  IAM Local 701 Employees, Sheet Metal Workers Local 265   Employees and Guzzler Union Employees.   3.4 Ineligible Employees   Notwithstanding any provision of the Plan to the contrary, the following Employees shall   not become Participants for any purpose:   (a) Non-union apprentices;   (b) Student interns; and   (c) Employees whose employment is governed by a collective bargaining agreement   that does not provide for participation in the Plan.  If an Employee ceases to be   covered under a collective bargaining agreement but continues as an Employee,   such Employee shall become a Plan Participant on the later of the applicable date   determined in the above Subsections and the date he or she ceases to be covered   under a collective bargaining agreement, in each case provided he or she is an   Employee on that date.   3.5 Period of Participation   An Employee who becomes a Participant shall continue as a Participant until the later to   occur of the date of the Participant’s Severance From Service or the date on which all the   Participant’s Accounts have been distributed.  For all purposes of the Plan:     





 







   -17-   (a) A period of leave of absence shall not interrupt continuity of participation;   (b) A determination that a Participant has a Disability shall not interrupt continuity of   participation; and   (c) The transfer of employment from an Employer to a Related Employer shall not   interrupt continuity of participation.   If a Participant incurs a Severance From Service, he or she shall be ineligible to make or receive   Plan contributions except as provided in SECTION 5, ineligible to initiate a new Plan loan, and   ineligible to receive an in-service withdrawal.     3.6 Reemployment   If a Participant incurs a Severance From Service and is subsequently reemployed by a   Related Employer, his or her Years of Eligibility Service and Vesting Service shall be reinstated,   as follows:   (a) If the Participant is reemployed within twelve months after the date he or she is   first absent from active employment, his or her Years of Eligibility Service and   Vesting Service at his or her Severance From Service date shall be reinstated   upon his or her reemployment.  The Participant shall receive credit for Vesting   Service for the period between the date he or she is first absent from active   employment and the date of his or her reemployment.   (b) If the Participant is reemployed after twelve months have elapsed from the date he   or she is first absent from active employment and:   (i) The Employee made Pre-Tax Contributions or was at least partially vested   in any Matching Contributions or Retirement Contributions made to the   Plan on his or her behalf, and the consecutive years of the Participant’s   Break in Service were less than five:   (A) His or her Years of Eligibility Service shall be reinstated;   and   (B) His or her pre-Break in Service Vesting Service and post-   Break in Service Vesting Service shall apply with respect   to any Matching Contributions and Retirement   Contributions made before and after his or her   reemployment.   (ii) The Participant made Pre-Tax Contributions or was at least partially   vested in any Matching Contributions or Retirement Contributions made   to the Plan on his or her behalf, and the consecutive years of the   Participant’s Break in Service were equal to or greater than five:     





 







   -18-   (A) His or her Years of Eligibility Service shall be reinstated;   and   (B) His or her pre-Break in Service Vesting Service shall be   reinstated with respect to Matching Contributions and   Retirement Contributions made after his or her   reemployment, but any post-Break in Service Vesting   Service with which the Participant is credited shall not   apply to Matching Contributions or Retirement   Contributions made before his or her reemployment.   (iii) The Participant did not make Pre-Tax Contributions or was not vested in   any Matching Contributions or Retirement Contributions made on his or   her behalf to the Plan, and the consecutive years of his or her Break in   Service were equal to or greater than five, the Participant shall be   considered a new Employee for purposes of Years of Eligibility Service   and Vesting Service.     





 







   -19-   SECTION 4   PARTICIPANT AND MATCHING CONTRIBUTIONS   4.1 Pre-Tax Contributions   Each Participant may make Pre-Tax Contributions by electing to defer an amount of   Compensation before the imposition of Federal income taxes.  Subject to the conditions and   limitations of the Plan, each Participant may elect on an Approved Form of Election to make   Pre-Tax Contributions for each Plan Year in whole percentages of 1% up to 40% of   Compensation.  For this purpose, Compensation shall only include Compensation paid during the   period that the Participant’s election to make Pre-Tax Contributions is in effect.  An Employee is   not required to make Pre-Tax Contributions in order to participate in the Plan.     (a) Deemed Pre-Tax Contribution Rate.  Each Participant whose participation in   the Plan is not subject to a collective bargaining agreement and who does not   make an affirmative Pre-Tax Contribution election (including an election to not   make Pre-Tax Contributions) within 30 days of first becoming eligible shall be   deemed to have elected an Pre-Tax Contribution rate of 2% of Compensation for   the Plan Year.  Prior to the date on which such deemed Pre-Tax Contribution rate   becomes effective, each Participant described in the preceding sentence shall be   provided with a notice explaining his or her right to not make Pre-Tax   Contributions (or to elect a different Pre-Tax Contribution rate) and, after   receiving such notice, shall have a reasonable period before the deemed Pre-Tax   Contribution rate becomes effective in which to elect to receive the Compensation   in the form of cash in lieu of making Pre-Tax Contributions.   (b) Carryover Pre-Tax Contribution Rate.  Each Participant, who, immediately   before becoming a Participant in this Plan, was an active participant in a Prior   Plan and had an election to make Code Section 401(k) compensation deferrals on   file under the Prior Plan, shall be deemed to have elected the same percentage of   Pre-Tax Contributions as he or she elected under the Prior Plan until he or she   makes a Pre-Tax Contribution election under this Subsection 4.1.  Each   Participant who was eligible to participate in a Prior Plan but did not have an   election to make Code Section 401(k) compensation deferrals on file under the   Prior Plan shall be deemed to have elected a Pre-Tax Contribution rate of 2% of   Compensation for the Plan Year.  Prior to the date on which such deemed Pre-Tax   Contribution rate becomes effective, each Participant described in the preceding   sentence shall be provided with a notice explaining his or her right to not make   Pre-Tax Contributions (or to elect a different Pre-Tax Contribution rate) and, after   receiving such notice, shall have a reasonable period before the deemed Pre-Tax   Contribution rate becomes effective in which to elect to receive the Compensation   in the form of cash in lieu of making Pre-Tax Contributions.  Notwithstanding the   foregoing, if a Participant described in this Paragraph was ineligible to make   Code Section 401(k) compensation deferrals under the Prior Plan immediately   before the date the Prior Plan merged into the Plan because he or she had taken a   hardship withdrawal under the Prior Plan, then he or she shall become eligible to     





 







   -20-   make Pre-Tax Contributions in accordance with this Paragraph (b) immediately   following the end of the six-month period commencing on the effective date of   the hardship withdrawal.     (c) Automatic Annual Increase in Pre-Tax Contribution Rate.  Subject to the   conditions and limitations of the Plan, each Participant whose participation in the   Plan is not subject to a collective bargaining agreement shall be deemed to have   elected to increase his or her Pre-Tax Contribution rate by one percentage point   effective each January 1; provided, that such automatic annual increase shall not   apply to the extent such increase would cause the Participant’s Pre-Tax   Contribution rate to exceed 10%.  Prior to the commencement of the automatic   annual increase (and each subsequent January 1), each eligible Participant shall be   provided with a notice explaining his or her right to decline participation in the   automatic annual increase and, after receiving such notice, shall have a reasonable   period before the automatic annual increase becomes effective to decline   participation.  This automatic annual increase shall not apply in future years to a   Participant who has previously declined participation, unless such Participant   makes an affirmative election to participate in the automatic annual increase or   ceases to be eligible to participate in the Plan and again becomes a Participant   under Subsection 3.2.   4.2 After-Tax Contributions   Each Participant may also make After-Tax Contributions by electing to contribute an   amount from his or her Compensation after the imposition of Federal income taxes.  Subject to   the conditions and limitations of the Plan, each Participant may elect on an Approved Form of   Election to make After-Tax Contributions in whole percentages of 1% to 6% of Compensation.    A Participant’s After-Tax Contributions may be made by regular payroll deductions or in any   other method approved by the Committee.   4.3 Catch-Up Contributions   All Participants who are eligible to make Pre-Tax Contributions and who have attained   (or shall attain) age 50 before the close of the Plan Year may elect on an Approved Form of   Election to make Catch-Up Contributions for each Plan Year in whole percentages of 1% to 40%   of Compensation, subject to the limitations of Code Section 414(v).  The Plan shall not be treated   as failing to satisfy the provisions of the Plan implementing the requirements of Code Section   401(k)(3), 410(b), or 416, as applicable, by reason of a Participant’s Catch-Up Contributions.   4.4 Rules Applicable to Participant Contributions   An Employer may limit the maximum contribution percentage of Pre-Tax, After-Tax,   and Catch-Up Contributions, provided such policy does not impermissibly discriminate against   Employees who are not Highly Compensated Employees.  Each Participant may elect to change,   discontinue or resume Pre-Tax, After-Tax, or Catch-Up Contributions at any time by an   Approved Form of Election; provided, however, that a Participant who is also a participant in the   Federal Signal Corporation Savings Restoration Plan may not change, cease or otherwise modify     





 







   -21-   the amount of his or her Pre-Tax Contribution election after December 31 for Compensation that   otherwise would have been payable to him or her in the subsequent taxable year or years.  Any   Approved Form of Election shall be effective on the first day of the first payroll period for which   the Employer can process such election.  The Committee may establish additional rules   regarding the timing and frequency of a change in the amount of Pre-Tax, After-Tax or Catch-Up   Contributions, provided such policy is applied uniformly to all similarly situated Participants.     4.5 Timing of Participant Contributions   Each Employer shall make a contribution to the Plan equal to the amount of Pre-Tax,   After-Tax, and Catch-Up Contributions made by each Participant employed by that Employer.    Such contributions shall be paid to the Trustee as soon as practicable following the reduction in   Participants’ Compensation, but in no event more than 15 business days after the end of the   month in which the reduction in Compensation is made.   4.6 Rollover Contributions   At the direction of the Committee, at such time as the Committee determines, and in   accordance with such rules as the Committee may establish from time to time, the Plan shall   accept Rollover Contributions on behalf of an Employee who is eligible to make Pre-Tax   Contributions.  A Rollover Contribution may be made from:   (a) A tax-qualified plan described in Code Sections 401(a) or 403(a), including after-   tax employee contributions (“After-Tax Rollover Contribution”), but excluding   designated Roth contributions made under a qualified Roth contribution program;   (b) An annuity contract described in Code Section 403(b), excluding after-tax   employee contributions and designated Roth contributions made under a qualified   Roth contribution program;   (c) An eligible plan under Code Section 457(b) that is maintained by a state, political   subdivision of a state, or any agency or instrumentality of a state or political   subdivision of a state; and   (d) An individual retirement account or annuity described in Code Sections 408(a) or   (b) that is eligible to be rolled over to a plan qualified under Code Section 401(a)   and that would otherwise be includible in gross income.   An eligible Employee may make a Rollover Contribution provided that such distribution is   received by the Trustee within 60 days after the Employee’s receipt of such payment, or such   amount is directly transferred to the Trust Fund from such other above plan, provided that After-   Tax Rollover Contributions must be directly transferred to the Plan.  The Plan shall separately   account for Rollover Contributions and After-Tax Rollover Contributions.  The Employee must   furnish the Employer or its designee an Approved Form of Election, including a written   statement that the contribution is a Rollover Contribution and such other statements and   information as may be required by the Committee or its designee in order to establish that such   Rollover Contribution otherwise meets the requirements of law.  If the Committee learns that all   or part of a Rollover Contribution did not meet the requirements of the Code and the Treasury     





 







   -22-   Regulations and rulings thereunder, the Committee shall direct the Trustee to distribute to the   Participant the ineligible portion of the Rollover Contribution (and earnings thereon) that was   credited to the Participant’s Account.   4.7 Uniformed Service Absence   Notwithstanding any provision of this Plan to the contrary, contributions, benefits and   service credit with respect to qualified military service shall be provided in accordance with   Code Section 414(u) and, effective as of January 1, 2007, the Heroes Earnings Assistance Relief   Tax Act of 2008.     





 







   -23-   SECTION 5   EMPLOYER CONTRIBUTIONS   5.1 Matching Contributions   The Employers shall make Matching Contributions to the Plan in accordance with   Paragraphs (a), (b) and (c) below:   (a) General Rule.  Subject to the conditions and limitations of the Plan, the   Employer of each eligible Participant who is not an IAM Local 701 Employee, a   Sheet Metal Workers Local 265 Employee or an IBEW Local 134 Employee shall   make Matching Contributions each payroll period in an amount equal to 50% of   the first 6% of Compensation that the Participant contributes as Pre-Tax   Contributions during the applicable pay period.   (b) IAM Local 701 Employees and Sheet Metal Workers Local 265 Employees.    Subject to the conditions and limitations of the Plan, the Employer of each   eligible Participant who is an IAM Local 701 Employee or a Sheet Metal Workers   Local 265 Employee shall make Matching Contributions each payroll period in an   amount computed in accordance with the following table, based on the first 3% of   Compensation that the Participant contributes as Pre-Tax Contributions during the   applicable pay period:   Years of Plan    Participation   Matching   Contribution   Percentage   Less than 1 50%   1 but less than 2 55%   2 but less than 3 65%   3 but less than 4 80%   4 or more 100%       (c) IBEW Local 134 Employees.  Subject to the conditions and limitations of the   Plan, the Employer of each eligible Participant who is an IBEW Local 134   Employee shall make Matching Contributions each payroll period in an amount   computed in accordance with the following table, based on the first 3% of   Compensation that the Participant contributes as Pre-Tax Contributions during the   applicable pay period:   Years of Plan    Participation   Matching   Contribution   Percentage   Less than 1 50%   1 but less than 3 75%   3 or more 100%     





 







   -24-       No Matching Contributions shall be paid on Catch-Up Contributions, including Catch-Up   Contributions that are recharacterized as Pre-Tax Contributions because a Code or Plan limit was   not met.   If, because of the limitations of Subsection 8.3, a Participant is prevented from making   Pre-Tax Contributions of 6% of his or her Compensation for any pay period, any Pre-Tax   Contributions in excess of such applicable percentage of his or her Compensation that he or she   had made previously during the Plan Year shall be treated, for purposes of this Subsection, as   though they were made (up to the applicable percentage of his or her Compensation) during the   pay period the Participant was so prevented from making Pre-Tax Contributions.   5.2 Retirement Contributions   The Employers shall make Retirement Contributions to the Plan in accordance with   Paragraphs (a) and (b) below:   (a) General Rule.  Subject to the conditions and limitations of the Plan, the   Employer of each eligible Participant who is not an IBEW Local 134 Employee   shall make Retirement Contributions each payroll period in an amount calculated   as a percentage of the Participant’s Compensation, using a points-weighted   formula based on the Participant’s age and full years of Vesting Service   determined each January 1, in accordance with the following table:   Points as of January 1    (Age + Years of Vesting Service)   Retirement Contribution   Percentage   35 or less 1%   36 to 50 2%   51 or more 4%       (b) IBEW Local 134 Employees.  Subject to the conditions and limitations of the   Plan, the Employer of each eligible Participant who is an IBEW Local 134   Employee shall make Retirement Contributions each payroll period in an amount   calculated based on the Participant’s years of Vesting Service, including years of   Vesting Service with a Related Employer prior to January 1, 2009, in accordance   with the following table:   Years of Vesting Service   as of January 1   Retirement Contribution   Percentage   0-5 1%   6-14 3%   15 or more 4%            





 







   -25-   5.3 Payment, Limitations, Verification, and Form of Payment of Employer   Contributions   (a) Matching Contributions for a payroll period shall be paid to the Trustee and shall   be credited to the Participant’s Match Account in accordance with such rules as   the Committee shall establish.   (b) Retirement Contributions for a payroll period shall be paid to the Trustee and   shall be credited to the Participant’s Retirement Account in accordance with such   rules as the Committee shall establish.   (c) The certificate of an independent certified public accountant selected by the   Committee as to the accuracy of any amount or calculation under this SECTION   5 shall be conclusive on all persons.   (d) In no event shall an Employer’s share of the contributions described in this   SECTION 5 exceed an amount equal to the maximum amount deductible on   account thereof by that Employer for purposes of Federal income taxes for the   fiscal year for which the contribution is made.   (e) Payment to the Trustee of part or all of an Employer’s share of the contributions   described in this SECTION 5 shall be made in cash.   (f) Matching and Retirement Contributions for any Plan Year shall be due on the last   day of the fiscal year for which the contribution is made and, unless paid before,   may be paid then or as soon as practicable thereafter, without interest, but no later   than the time prescribed by law for filing the Employer’s Federal income tax   returns for such fiscal year, including extensions thereof.     





 







   -26-   SECTION 6   INVESTMENT AND FEDERAL SIGNAL STOCK PROVISIONS   6.1 Investment Funds   The ESOP portion of the Plan is designed to be primarily invested in the Federal Signal   Stock Fund, except that the Trustee may hold some of the assets of the Federal Signal Stock   Fund in cash pending investment, distribution, reallocation or transfer.  The Non-ESOP portion   of the Plan shall be invested in one or more Investment Funds designated by the Investment   Committee in its discretion for the investment of Participants’ Accounts.  The Investment   Committee, in its discretion, may from time to time establish new Investment Funds or eliminate   existing Investment Funds.  Contributions to the Plan may be uninvested pending allocation to   the Investment Funds.  The investment manager of each Investment Fund, or the Trustee if there   is no investment manager, may invest the Investment Fund in short term investments or hold the   assets thereof in cash pending investment, distribution, reallocation or transfer.   6.2 Investment Fund Elections and Transfers   Each Participant may elect to invest his or her Accounts in whole multiples of 1% up to   100% in any one or more of the Investment Funds.  The Participant’s investment election shall   apply to all contributions to his or her Accounts.  If a Participant fails to make an investment   election, his or her Accounts shall be invested in the default investment arrangement specified by   the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations   until the Participant elects to change the investment of such Accounts in accordance with this   Subsection.   In accordance with rules established from time to time by the Committee, a Participant   may elect to change his or her investment election (in whole multiples of 1% up to 100%) with   respect to future contributions or transfer (in whole multiples of 1% up to 100% or in any dollar   amount) all or a part of his or her Accounts from one or more Investment Fund to one or more   different Investment Funds.  Furthermore, pursuant to rules established by the Plan or an   Investment Fund, the Investment Fund may restrict a Participant from transferring into or out of   the Investment Fund if the Plan or Investment Fund determines that the Participant’s transfer   activity would be detrimental to the Investment Fund.   Effective as of January 1, 2007, for any period during which the Plan is an applicable   defined contribution plan (as defined in Code Section 401(a)(35)) by virtue of holding publicly   traded employer securities, the Committee shall permit Participants and applicable beneficiaries   to direct the investment of their Accounts in accordance with Code Section 401(a)(35) and   applicable Treasury Regulations or other guidance issued thereunder.     6.3 Election Procedures   Any election to invest Accounts, change investment for new contributions, or make   interfund transfers within the Plan (other than an automatic investment election) must be made   through an Approved Form of Election.  Any such election made before the Close of Business on   a Business Day shall be effective and valued as of the day such election is made.  Any such     





 







   -27-   election made on a day other than a Business Day, or after the Close of Business on a Business   Day, shall be effective and valued as of the next Business Day.  Notwithstanding the foregoing,   any election with respect to the Federal Signal Stock Fund shall be subject to the availability of   short-term investments in such Fund.   6.4 Administration of Federal Signal Stock Fund   Except as otherwise provided in Subsection 6.5, distribution of the Participant’s ESOP   subaccounts, regardless of the Accounts in which they are held, shall be made in-kind or in cash   as directed by the Participant.  Any in-kind distribution shall be based on: (i) the total number of   shares of Federal Signal Common Stock in the Federal Signal Stock Fund that are attributable to   such Participant’s Accounts, valued in accordance with Subsection 6.10 as of the date of   distribution, and (ii) cash in the amount equal to the value of a distributable fraction of a share of   Federal Signal Common Stock in the Federal Signal Stock Fund attributable to his or her   Accounts.  The Participant shall at all times have the right to demand that the distribution of his   or her ESOP subaccounts be made in the form of shares of Federal Signal Common Stock.    Notwithstanding the previous sentence, if the Company’s charter or by-laws restrict the   ownership of substantially all outstanding shares of Federal Signal Common Stock to employees   or a trust defined in Code Section 401(a), the Committee shall make the entire distribution in   cash or in the form of shares of Federal Signal Common Stock, subject to the requirement that   such shares be immediately put to the Company under a fair valuation formula.  If Federal Signal   Common Stock is distributed in the form of cash, the Participant shall receive cash equal to the   amount of the “fair market value” of the Federal Signal Common Stock, valued in accordance   with Subsection 6.10 as of the date of distribution.  For purposes of the shares of Federal Signal   Common Stock, which are readily tradable on an established securities market, the term “fair   market value” shall be determined based on the prevailing market price.   A Participant may elect to diversify any portion of his or her Accounts that is invested in   the Federal Signal Stock Fund into one or more different Investment Funds offered under the   Plan.  To the extent practicable, the Trustee shall follow all instructions with respect to the sale   or purchase of Federal Signal Common Stock held in the Federal Signal Stock Fund.  However,   any election with respect to the Federal Signal Stock Fund shall be subject to the availability of   short-term investments, including but not limited to cash, in such fund.   6.5 Dividend Election   Any cash dividends paid with respect to shares of Federal Signal Common Stock   attributable to any of the Participant’s Accounts invested in the Federal Signal Stock Fund may,   as elected by the Participant, be paid in cash to (i) the Plan and reinvested in Federal Signal   Common Stock (through the Federal Signal Stock Fund), (ii) the Participant on the dividend   payable date, or (iii) the Trustee and distributed by the Trustee to the Participant no later than 90   days after the end of the Plan Year in which paid to the Trustee.  If a Participant fails to make an   affirmative election under this Subsection, the Participant shall be deemed to have elected to   have the dividend paid to the Plan and reinvested in the Federal Signal Stock Fund.  The   Committee shall establish rules and procedures for the election, including the procedures for   determining the number of shares of Federal Signal Common Stock in each Participant’s ESOP   subaccounts on the record date of the dividend.  Notwithstanding any other provision of the Plan     





 







   -28-   to the contrary, the dividends to which this election applies shall be fully vested.  Reinvested   dividends shall be paid to the Plan and credited to the Participant’s ESOP subaccounts in   proportion to the interest in the Federal Signal Stock Fund attributable to each Participant’s   Account.   6.6 Voting of Shares in Federal Signal Stock Fund   The Trustee shall notify each Participant of each meeting of the Company’s shareholders   and shall furnish to each Participant copies of the proxy statements and other communications   distributed to shareholders in connection with any such meeting.  Each Participant shall be   entitled to direct the Trustee as to the manner in which any voting rights of shares of Federal   Signal Common Stock attributable to his or her proportionate interest (vested or unvested) in the   Federal Signal Stock Fund are to be exercised.  The Trustee shall exercise the voting rights of   such shares in accordance with the most recent and timely direction received by the Trustee from   such Participant.  If the Trustee does not receive direction with respect to the voting of shares   held in the Federal Signal Stock Fund within the time specified in the notification, the Trustee   shall vote such shares in the same manner and in the same proportion as the shares for which the   Trustee received voting instructions.     6.7 Tendering of Shares in Federal Signal Stock Fund   The Trustee shall notify each Participant of any tender offer for, exchange of, or a request   or invitation for tenders of Federal Signal Common Stock and shall request from each Participant   instructions for the Trustee as to the tendering of Federal Signal Common Stock credited to the   Participant’s Accounts.  A “tender offer” shall mean any tender or exchange offer for, or request   or invitation for tenders or exchanges of, shares of Federal Signal Common Stock and shall   include any tender offer made by or on behalf of the Company.  Each Participant shall direct the   Trustee on the tendering, depositing, selling, exchanging or transferring of shares of Federal   Signal Common Stock attributable to the Participant’s proportionate interest in the Federal   Signal Stock Fund pursuant to any tender offer.  The Trustee shall tender, deposit, sell, exchange   or transfer such shares (or shall retain such shares in the Federal Signal Stock Fund) pursuant to   a tender offer only in accordance with the most recent and timely direction received by such   Participant.  However, if the Trustee does not receive tender directions with respect to shares   held in the Federal Signal Stock Fund within the time specified in the notification, the   Participants to which such shares are attributable shall be deemed to have directed the Trustee   that such shares be retained in the Federal Signal Stock Fund subject to all provisions of the Plan,   the Trust Agreement, and applicable law.   The proceeds of any sale, exchange or transfer of shares of Federal Signal Common   Stock pursuant to the direction of a Participant in accordance with this Subsection shall be   allocated to Accounts in the same manner, in the same proportion, and as of the same date as the   shares were sold, exchanged or transferred.  Pending receipt of directions as to which of the   remaining Investment Funds the proceeds should be invested in, the proceeds shall be invested in   the default investment arrangement specified by the Investment Committee in accordance with   ERISA Section 404(c)(5) and related regulations.     





 







   -29-   6.8 Confidentiality of Voting and Tender Directions   Except to the extent necessary to provide the Employers with information necessary to   accurately maintain Plan and Participant records, the Trustee shall use its best efforts (i) to keep   confidential the direction (or the absence thereof) from each Participant in connection with the   exercise of voting rights of shares held in the Federal Signal Stock Fund, or with respect to any   tender offer, and the identity of such Participant, and (ii) not to divulge such direction or identity   to any person or entity, including, without limitation, the Company, any other Employer and any   Non-Participating Employer and any director, officer, employee or agent thereof.  It is the intent   of this Subsection that the Company, each other Employer, and each Non-Participating Employer   and their directors, officers, employees and agents not be able to ascertain the direction given (or   not given) by any Participant in connection with the exercise of voting rights of such shares or   with respect to any tender offer.  To the extent that a Participant, Beneficiary or Alternate Payee   acts with respect to the exercise of voting rights of shares held in the Federal Signal Stock Fund   or the tender, deposit, sale, exchange or transfer of such shares only, such Participant,   Beneficiary or Alternate Payee shall be a Fiduciary.   6.9 Invalidity of Voting or Tender Procedures   To the extent the Trustee exercises any fiduciary responsibility with respect to the voting,   tendering, or withdrawal of tender of shares held in the Federal Signal Stock Fund, the Trustee   shall, unless pursuant to the requirements of ERISA or otherwise it is unlawful to do so, (i) take   into account directions timely received from Participants as valid direction with respect to the   exercise of voting rights or a tender offer, and (ii) to the extent that the Trustee deems it   appropriate, take into consideration any relevant non-financial factors (in addition to any   financial factors) bear in the exercise voting rights or in the sale, exchange, transfer, or tender or   in the exercise of withdrawal rights.   6.10 Unitized Federal Signal Stock Fund   Participants invested in the Federal Signal Stock Fund hold units of such fund.  A unit of   the Federal Signal Stock Fund holds shares of Federal Signal Common Stock and cash.  Each   day, Additions to and Reductions from (each as defined below) the Federal Signal Stock Fund   are totaled.  If the cash in the Federal Signal Stock Fund is above or below the amount required   to settle these trades, shares of Federal Signal Common Stock are traded on the open market.  At   the Close of Business on each Business Day, all transactions for such day are combined and the   total value of the Federal Signal Stock Fund is divided by the number of units in such fund to   determine the fund’s Net Asset Value (“NAV”).  NAV is the price used to determine the value of   Participants’ ESOP subaccounts.     The number of shares of Federal Signal Common Stock in the Federal Signal Stock Fund   attributable at any particular time to the interest of a Participant shall be the approximate product   of the total number of shares then held in the Federal Signal Stock Fund multiplied by a fraction,   the numerator of which is the value of the Federal Signal Stock Fund then in the Participant’s   ESOP subaccount and the denominator of which is the total value of the Federal Signal Stock   Fund.  The value of a unit in the Federal Signal Stock Fund (“Closing Unit Value”) shall be   determined on each Business Day by dividing the fair market value of such fund by the number     





 







   -30-   of units in such fund before taking into account Additions to and Reductions from such fund.    After the Closing Unit Value is determined at the Close of Business on each Business Day, the   total number of units in the Federal Signal Stock Fund shall be re-determined to take into   account new units resulting from Additions to such fund and canceled units resulting from   Reductions from such fund.  As of the Close of Business on such Business Day, the total number   of new units resulting from Additions to the Federal Signal Stock Fund shall equal the total   amount of the Additions to such fund divided by the Closing Unit Value.  As of the Close of   Business on such Business Day, the total number of units to be canceled under the Federal Signal   Stock Fund shall equal the total amount of Reductions from such fund divided by the Closing   Unit Value.  Whenever all or any part of the balances in the Federal Signal Stock Fund is   reduced as a result of a Reduction, the reduced amount shall equal the Closing Unit Value   multiplied by the number of whole and fractional units credited to such Accounts.  For purposes   of this Subsection, “Addition” means any amounts added to the Federal Signal Stock Fund   during the day as a result of contributions to, reinstatement of Accounts and interfund transfers   since the Close of Business on the immediately preceding Business Day.  For purposes of this   Subsection, “Reduction” means any amounts reduced from the Federal Signal Stock Fund as a   result of any in-service withdrawals, loans, distributions, interfund transfers, return of any excess   amounts, and forfeitures since the Close of Business on the immediately preceding Business   Day.   6.11 Valuation of Investment Funds   As of each Business Day, the Trustee shall report to the Investment Committee the fair   market value of the assets of each Investment Fund and the number and value of units in the   Federal Signal Stock Fund.  The fair market value of an Investment Fund shall be the value of   such Investment Fund as of the Close of Business on such Business Day.  The number and value   of units in the Federal Signal Stock Fund shall be determined in accordance with Subsection   6.10.     6.12 Voting of Shares in Mutual Funds   Shares of mutual funds held in a Participant’s Accounts shall be voted on his or her   behalf by the Trustee.  In making voting decisions on the mutual fund shares, the Trustee shall   vote the shares in the long-term, economic best interests of Plan Participants.     





 







   -31-   SECTION 7   ACCOUNTS   7.1 Participants’ Accounts   The Committee shall maintain or cause to be maintained the following separate Accounts   for each Participant, as applicable:    (a) After-Tax Account.  An After-Tax Account shall be maintained for each   Participant on whose behalf any After-Tax Contributions are made to this Plan   and/or any after-tax contributions were made under a Prior Plan.  Such   contributions, and any earnings and losses on those contributions, shall be   allocated to the Participant’s After-Tax Account.   (b) After-Tax Rollover Account.  An After-Tax Rollover Account shall be   maintained for each Participant on whose behalf any After-Tax Rollover   Contributions have been made to this Plan and/or any after-tax contributions have   been transferred or rolled over from a Prior Plan.  Such contributions, and any   earnings and losses on those contributions, shall be allocated to the Participant’s   After-Tax Rollover Account.   (c) Catch-Up Account.  A Catch-Up Account shall be maintained for each   Participant on whose behalf any Catch-Up Contributions are made to this Plan   and/or any catch-up contributions were made under a Prior Plan.  Such   contributions, and any earnings and losses on those contributions, shall be   allocated to the Participant’s Pre-Tax Account.   (d) Match Account.  A Match Account shall be maintained for each Participant on   whose behalf any Matching Contributions are made to this Plan and/or any   matching contributions were made under a Prior Plan.  Such contributions, and   any earnings and losses on those contributions, shall be allocated to the   Participant’s Match Account.   (e) Pre-Tax Account.  A Pre-Tax Account shall be maintained for each Participant   on whose behalf any Pre-Tax Contributions are made to this Plan and/or any pre-   tax contributions were made under a Prior Plan.  Such contributions, and any   earnings and losses on those contributions, shall be allocated to the Participant’s   Pre-Tax Account.   (f) Prior Plan ESOP Account.  A Prior Plan ESOP Account shall be maintained for   each Participant on whose behalf contributions were made under an employee   stock ownership plan, which was maintained by Elgin Sweeper Company and   merged into this Plan.  Such contributions, and any earnings and losses on those   contributions, shall be allocated to the Participant’s Prior Plan ESOP Account.   (g) Qualified Nonelective Account.  A Qualified Nonelective Account shall be   maintained for each Participant on whose behalf any qualified nonelective     





 







   -32-   contributions are made to this Plan, any special retirement contributions were   made to this Plan prior to the Effective Date, and/or any qualified nonelective   contributions were made under a Prior Plan.  Such contributions, and any earnings   and losses on those contributions, shall be allocated to the Participant’s Qualified   Nonelective Account.  Such Account shall satisfy the vesting requirements of   Treasury Regulation Section 1.401(k)-1(c) and be subject to the distribution   requirements of Treasury Regulation Section 1.401(k)-1(d).   (h) Retirement Account.  A Retirement Account shall be maintained for each   Participant on whose behalf any Retirement Contributions are made to this Plan,   any retirement transition contributions were made to this Plan prior to the   Effective Date, and/or any profit sharing contributions were made under a Prior   Plan.  Such contributions, and any earnings and losses on those contributions,   shall be allocated to the Participant’s Retirement Account.   (i) Rollover Account.  A Rollover Account shall be maintained for each Participant   on whose behalf any Rollover Contributions (other than After-Tax Rollover   Contributions) have been made to this Plan and/or any rollover contributions   (other than after-tax rollover contributions) have been transferred or rolled over   from a Prior Plan.  Such contributions, and any earnings and losses on those   contributions, shall be allocated to the Participant’s Rollover Account.   The Committee may establish such rules and procedures relating to the maintenance, adjustment,   and liquidation of Participants’ Accounts, and the crediting of contributions and income, losses,   expenses, appreciation, and depreciation attributable thereto, as are considered necessary or   advisable.  In addition to the Accounts described above, the Committee may maintain such other   Accounts in the names of Participants or otherwise as the Committee considers necessary or   desirable.     7.2 ESOP Subaccounts   The Committee shall maintain or cause to be maintained separate subaccounts in the   Accounts of each Participant to reflect the value of the Participant’s balances in the ESOP   portion of the Plan and the Non-ESOP portion of the Plan.  The ESOP subaccount shall reflect   the portion of each Account invested in the Federal Signal Stock Fund.  The Non-ESOP   subaccount shall reflect the portion of each Account invested in all Investment Funds other than   the Federal Signal Stock Fund.   7.3 Adjustment of Accounts   Pursuant to rules established by the Committee and applied on a uniform basis, and   subject to a Participant’s dividend election under Subsection 6.5, a Participant’s or Beneficiary’s   Accounts shall be adjusted on each Business Day to reflect the fair market value (as defined in   Subsection 6.4) of the various Investment Funds as of such date, including adjustments to reflect   any distributions (including withdrawals), contributions, rollovers, loans, transfers between   Investment Funds, income, losses, expenses, appreciation or depreciation with respect to such     





 







   -33-   Accounts since the previous Business Day.  Such Accounts shall continue to be so adjusted until   all amounts in such Accounts are paid.     7.4 Statement of Account   At such times and in such manner as determined by the Committee, each Participant shall   be furnished with a statement reflecting the condition of his or her Accounts in the Trust Fund.   7.5 Accounts for Alternate Payees   A separate Account shall be established for an Alternate Payee entitled to any portion of   a Participant’s Account under a Qualified Domestic Relations Order in accordance with   procedures established by the Committee and applicable law.  Such separate Account shall be   valued and accounted for in the same manner as any other Account.  Pursuant to the terms of the   Qualified Domestic Relations Order, an Alternate Payee may receive a distribution of his or her   benefits in the same manner as if such Alternate Payee were a Participant at any time after the   Qualified Domestic Relations Order has been approved by the Committee, without regard to   whether such distribution is made or commences prior to the Participant’s earliest retirement age   (as defined in Code Section 414(p)(4)(B)).  If a separate Account has been established on behalf   of an Alternate Payee but all of the amounts in the Account have not yet been distributed, the   Alternate Payee may direct the investment of such Account in the same manner as if such   Alternate Payee were a Participant.  Subject to the Committee’s rules, an Alternate Payee may   designate one or more Beneficiaries to receive payment of the Alternate Payee’s separate   Account under the Plan in the same manner as if such Alternate Payee were a Participant, except   that the Alternate Payee may designate an alternate Beneficiary other than his or her Spouse   without such Spouse’s consent.   7.6 Order and Timing of Withdrawals, Loans, and Distributions   Any amounts to be paid to a Participant, a Beneficiary, or an Alternate Payee shall be   withdrawn from his or her Accounts on a pro rata basis or in such other order established by the   Committee for withdrawals, loans, and distributions from the Plan.  The withdrawal, loan, or   distribution shall be valued or processed (i) as of the day on which such request is received by   the Committee or its designee, if such request is received before the Close of Business on a   Business Day, or (ii) as of the next Business Day, if such request is received by the Committee or   its designee on a day other than a Business Day or after the Close of Business on a Business Day.    In addition, each payment shall be charged against the Investment Funds in the applicable   Account on a pro rata basis.     





 







   -34-   SECTION 8   CONTRIBUTION AND BENEFIT LIMITATIONS   8.1 Contribution Limitations   For each Limitation Year, the Annual Addition to a Participant’s Account shall not   exceed the lesser of $53,000 (as adjusted for cost-of-living increases under Code Section 415(d))   or 100% of the Participant’s Code Section 415 Compensation for the Limitation Year, subject to   the following:   (a) The compensation limit described above shall not apply to any contribution for   medical benefits (within the meaning of Code Section 401(h) or Code Section   419A(f)(2)) after severance from employment that is otherwise treated as an   Annual Addition.   (b) The Committee shall take any actions it deems advisable to avoid an Annual   Addition in excess of Code Section 415; provided, however, if a Participant’s   Annual Addition for a Limitation Year actually exceeds the limitations of this   Subsection, the Committee shall correct such excess in accordance with   applicable guidance issued by the Internal Revenue Service.  Any such correction   of excess Annual Additions shall be charged against the Investment Funds in the   applicable Account on a pro rata basis; provided, however, that the reduction of   an excess Annual Addition of a director, officer or other principal stockholder of   the Company subject to the requirements of Section 16(b) of the Securities   Exchange Act of 1934 shall not decrease his or her interest in the Federal Signal   Stock Fund.   (c) Annual Additions shall be subject to Code Section 415 and applicable Treasury   Regulations issued thereunder, the requirements of which are incorporated herein   by reference to the extent not specifically provided above or in Subsection 8.2.   8.2 Combining of Plans   In applying the limitations set forth in Subsection 8.1, reference to the Plan shall mean   this Plan and all other defined contribution plans (whether or not terminated) maintained by the   Related Employers.  In complying with the requirements of Subsection 8.1, a Participant’s   Annual Additions shall be limited by first reducing annual additions under the plan under which   the Participant is then currently covered (or was most recently covered) as an active employee,   then under the next most recent plan that covered the Participant as an active employee, and so   on in reverse chronological order through all aggregated plans, until the Participant’s Annual   Additions have been reduced sufficiently to comply with Code Section 415 and Subsection 8.1.   8.3 Dollar Limitations on Pre-Tax Contributions   No Participant shall make Pre-Tax Contributions under this Plan, or elective deferrals   under any other qualified plan maintained by an Employer, during any calendar year in excess of   $18,000 (or such other amount as the Secretary of the Treasury shall specify from time to time     





 







   -35-   pursuant to Code Section 402(g)), excluding Catch-Up Contributions.  As of each December 31,   the Committee or its designee shall determine the total Pre-Tax Contributions made by each   Participant during the calendar year.  In the event that the Pre-Tax Contributions for a Participant   exceeds the above limitation, such Excess Deferrals (and any income allocable thereto   determined in accordance with Subsection 8.6) shall be paid to the Participant by the following   April 15.  If a Participant’s total Pre-Tax Contributions under this Plan and any other plan of   another employer for any calendar year exceed the maximum annual amount described above,   the Participant may notify the Committee in writing (on or before March 1 of the next following   calendar year) of the Participant’s election to have all or a portion of the Participant’s Pre-Tax   Contributions (and the income allocable thereto determined in accordance with Subsection 8.6)   under this Plan distributed in accordance with this Subsection.  In addition, any Matching   Contributions attributable to amounts distributed under this Subsection (and any income   allocable thereto determined in accordance with Subsection 8.6) shall be forfeited and shall be   used to reduce future Matching Contributions of the Participant’s Employer under the Plan or to   pay expenses of the Plan.     8.4 Percentage Limitations on Pre-Tax Contributions   In no event shall the Average Deferral Percentage (defined below) of the Participants   who are Highly Compensated Employees for any Plan Year exceed the greater of:    (a) The Average Deferral Percentage of all other Participants for such Plan Year   multiplied by 1.25; or   (b) The Average Deferral Percentage of all other Participants for such Plan Year   multiplied by 2.0, provided that the Average Deferral Percentage of the   Participants who are Highly Compensated Employees does not exceed that of all   other eligible Participants by more than two percentage points.   In accordance with applicable Treasury Regulations, an eligible Employee’s “Average Deferral   Percentage” for a Plan Year means the ratio of A to B, where A equals the sum of the Pre-Tax   Contributions actually paid to the Trust on behalf of each such eligible Employee for a Plan   Year, and B equals the eligible Employee’s Testing Compensation for such Plan Year.  From   time to time during the Plan Year, the Committee may determine whether the limitation of this   Subsection shall be satisfied and may limit the Pre-Tax Contributions to be withheld on behalf of   Highly Compensated Employees or may refund Pre-Tax Contributions previously withheld.  If,   after the end of the Plan Year, the limitations of this Subsection are not satisfied, the Committee   shall either refund Pre-Tax Contributions previously withheld on behalf of Highly Compensated   Employees or an Employer may make qualified nonelective employer contributions.     If Pre-Tax Contributions made on behalf of Highly Compensated Employees are refunded to   satisfy the limitations of this Subsection, the Committee shall determine the amount of Excess   Pre-Tax Contributions and shall refund such amounts on the basis of the Highly Compensated   Employees’ contribution amounts.  “Excess Pre-Tax Contributions” mean the amount by which   Pre-Tax Contributions for a Plan Year made on behalf of Highly Compensated Employees   exceeds the above limitations.  Excess Pre-Tax Contributions previously withheld (and any   income allocable thereto determined in accordance with Subsection 8.6) shall be distributed     





 







   -36-   within 21⁄2 months after the close of the Plan Year to which they relate.  In addition, any   Matching Contributions attributable to such Excess Pre-Tax Contributions (and any income   allocable thereto determined in accordance with Subsection 8.6) shall be forfeited and shall be   used to reduce future Matching Contributions of the Participant’s Employer or to pay Plan   expenses.   In order to meet the above requirements and the requirements described in the following   Subsection, any Employer may establish a special rate of qualified nonelective employer   contributions applicable only to certain Participants who are not Highly Compensated   Employees of such Employer.  The timing and amount of such qualified nonelective employer   contributions shall satisfy the requirements of Treasury Regulations.   8.5 Percentage Limitations on Matching and After-Tax Contributions   Except for Participants subject to a collective bargaining agreement, in no event shall the   Average Contribution Percentage (defined below) of the Participants who are Highly   Compensated Employees for any Plan Year exceed the greater of:   (a) The Average Contribution Percentage of all other Participants for such Plan Year   multiplied by 1.25; or   (b) The Average Contribution Percentage of all other Participants for such Plan Year   multiplied by 2.0, provided that the Average Contribution Percentage of the   Participants who are Highly Compensated Employees does not exceed that of all   other Participants by more than two percentage points.   In accordance with applicable Treasury Regulations, an eligible Employee’s “Average   Contribution Percentage” for a Plan Year means the ratio of A to B, where A equals the After-   Tax and Matching Contributions made by or on behalf of each such eligible Employee for a Plan   Year, and B equals the eligible Employee’s Testing Compensation received by the Employee for   such Plan Year.  From time to time during the Plan Year, the Committee may determine whether   the limitation of this Subsection shall be satisfied and, to the extent necessary to ensure   compliance with such limitation, may limit the After-Tax Contributions to be withheld on behalf   of Highly Compensated Employees not subject to a collective bargaining agreement or may   refund After-Tax Contributions previously withheld.  If, after the end of the Plan Year, the   limitations of this Subsection are not satisfied, the Committee may refund After-Tax   Contributions previously withheld on behalf of Highly Compensated Employees not subject to a   collective bargaining agreement.  If the limitation of this Subsection still is not satisfied after   application of the preceding sentence, the Committee may refund Matching Contributions   previously credited to Highly Compensated Employees not subject to a collective bargaining   agreement.     If After-Tax Contributions or Matching Contributions made on behalf of such Highly   Compensated Employees are refunded to satisfy the limitation of this Subsection, the Committee   shall determine the amount of “Excess After-Tax Contributions” or “Excess Matching   Contributions” and shall refund such amounts on the basis of such Highly Compensated   Employees’ contribution amounts.  “Excess After-Tax Contributions” and “Excess Matching     





 







   -37-   Contributions” mean the amount by which After-Tax Contributions or Matching Contributions   for a Plan Year made by or on behalf of Highly Compensated Employees exceed the above   limitations.  Excess After-Tax and Matching Contributions previously withheld (and any income   allocable thereto determined in accordance with Subsection 8.6) shall be distributed within 21⁄2   months after the close of the Plan Year to which they relate.     In lieu of distributing Excess After-Tax or Matching Contributions, an Employer may make   qualified nonelection employer contributions described in the preceding Subsection.   8.6 Calculating Income Allocable to Excess Deferrals and Contributions   The income allocable to a distribution to a Participant for a Plan Year (as required under   Subsections 8.1, 8.3, 8.4, and 8.5) shall be determined under any method permitted under   Treasury Regulations and selected by the Committee, provided such method does not   discriminate in favor of Highly Compensated Employees, is used consistently for all Participants   and for all corrective distributions for the Plan Year, and is based on the method for allocating   income to Participants’ Accounts.  No income or loss shall be allocated to Excess Deferrals,   Excess Pre-Tax Contributions, Excess After-Tax Contributions, or Excess Matching   Contributions for the period between the end of the Plan Year in which such Excess Deferrals,   Excess Pre-Tax Contributions, Excess After-Tax Contributions and/or Excess Matching   Contributions arose and the date of distribution of such amounts.   8.7 Corrective Contributions/Reallocations   In addition to the powers described in Subparagraph 13.5(j), the Committee may take the   following actions to correct errors in the administration of the Plan:   (a) If, with respect to any Plan Year, an administrative error results in a Participant’s   Account not being properly credited with Pre-Tax Contributions, After-Tax   Contributions, Rollover Contributions, Matching Contributions or Retirement   Contributions, or earnings on any such amounts, the Committee may take   corrective action, including, but not limited to, one or more of the following   corrective actions, in order to place such Participant’s Account in the position that   the Account would have been in had no error occurred:   (i) Direct additional contributions to be made to such Participant’s Accounts;   (ii) Reallocate existing contributions among the Accounts of affected   Participants; or   (iii) Such other actions as it considers desirable under the circumstances as are   consistent with the principles of the Employee Plans Compliance   Resolution System set forth in Revenue Procedure 2008-50 and/or   subsequent guidance published in the Internal Revenue Bulletin.   (b) If, with respect to any Plan Year, an administrative error results in an amount   being credited to the Account of a Participant or any other individual who is not     





 







   -38-   otherwise entitled to such amount, the Committee may take corrective action,   including but not limited to:   (i) Direct the forfeiture of amounts erroneously credited (with such   forfeitures to be used to reduce future Employer contributions or other   contributions to the Plan);   (ii) Reallocate such erroneously credited amounts to other Participants’   Accounts; or   (iii) Such other actions as it considers desirable under the circumstances as are   consistent with the principles of the Employee Plans Compliance   Resolution System set forth in Revenue Procedure 2008-50 and/or   subsequent guidance published in the Internal Revenue Bulletin.     





 







   -39-   SECTION 9   VESTING AND FORFEITURES   9.1 Participant Contributions   A Participant shall at all times be 100% vested in his or her Pre-Tax, After-Tax, Catch-   Up, Rollover and After-Tax Rollover Accounts.   9.2 Matching Contributions   Each Participant, who terminates employment with the Related Employers on or after   Normal Retirement Age or by reason of death or Disability (or by reason of death (effective as of   January 1, 2007) or Disability while performing qualified military service (within the meaning of   Code Section 414(u)(5)), shall be 100% vested in the Matching Contributions made to his or her   Match Account.  Each other Participant shall vest in his or her Matching Contributions as   described below.   (a) Except as provided in Paragraph (b), (c), (d), (e) or (f) below, each Participant   shall vest in his or her Match Account in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 3 0%   3 or more 100%       (b) Each Participant described in Subparagraphs (i), (ii), (iii) and (iv) below shall vest   in his or her Match Account in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 1 0%   1 but less than 2 50%   2 but less than 3 75%   3 or more 100%       (i) Each Participant who is an IAM Local 701 Employee or a Sheet Metal   Workers Local 265 Employee;   (ii) Each Participant who is an IBEW Local 134 Employee (with respect to   Matching Contributions received prior to January 1, 2009 only);   (iii) Each Participant who received Matching Contributions prior to January 1,   2007; and     





 







   -40-   (iv) Each Participant who was an eligible Employee of ClappDico   Corporation, Dayton Progress Corporation, Manchester Tool Company,   On Time Machining Company, or PCS Company.   (c) Each Participant who is an IBEW Local 134 Employee shall vest in his or her   Match Account, with respect to Matching Contributions made on or after January   1, 2009 only, in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   1 or less 50%   Greater than 1, but less   than 3   75%   3 or more 100%       (d) (d) Effective as of October 1, 2010, each Participant who was a participant in   the VESystems 401(k) Plan on or before October 1, 2010 shall vest in his or her   Match Account in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 1 0%   1 but less than 2 40%   2 or more 100%       (e) Effective as of the date a Prior Plan merges with and into the Plan, each   Participant who was a participant in such Prior Plan shall be 100% vested in the   portion of his or her Match Account attributable to matching contributions   transferred from such Prior Plan.   (f) The following Participants shall be 100% vested in their Match Accounts:  (i)   each Participant who was employed by Jamestown Precision Tooling, Inc. and   terminated employment due to a plant closing after March 1, 2003; (ii) each   Participant who was employed by Federal Sign, Inc. on April 30, 2003; (iii) each   Participant who was employed by E-One New York, Inc. as of September 18,   2004 and who worked until his or her scheduled termination date; (iv) each   Participant who was employed by Technical Tooling, Inc. on December 3, 2004;   (v) each Participant who was employed by Justrite Manufacturing Company LLC   on December 15, 2004; (vi) each Participant who was employed by Allied Tool   Products, Inc. on December 28, 2004; (vii) each Participant who was employed   by ClappDico Corporation, Manchester Tool Company or On Time Machining   Company on January 31, 2007; (viii) each Participant who was a participant in the   PIPs Technology, Inc. 401(k) Plan on or before January 1, 2008; (ix) each   Participant who was employed by Dayton Progress Corporation or PCS Company   on April 21, 2008; (x) each Participant who was employed by E-One, Inc. on     





 







   -41-   August 4, 2008, and (xi) each Participant who was employed by Pauluhn Electric   Manufacturing Company, LLP on November 23, 2009, and (xii) each Participant   who was employed by Federal APD, Inc., PIPs Technology, Inc., Sirit Corp. or   VESystems, LLC on September 4, 2012.   9.3 Retirement Contributions   Each Participant, who terminates employment with the Related Employers on or after   Normal Retirement Age or by reason of death or Disability (or by reason of death (effective as of   January 1, 2007) or Disability while performing qualified military service (within the meaning of   Code Section 414(u)(5)), shall be 100% vested in the Retirement Contributions made to his or   her Retirement Account.  Each other Participant shall vest in his or her Retirement Contributions   as described below.   (a) Except as provided in Paragraph (b), (c), (d) or (e) below, each Participant shall   vest in his or her Retirement Account in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 3 0%   3 or more 100%       (b) Each Participant described in Subparagraphs (i) and (ii) below shall vest in his or   her Retirement Account in accordance with the following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 1 0%   1 but less than 2 50%   2 but less than 3 75%   3 or more 100%       (i) Each Participant who is a non-union Employee of Manchester Tool   Company; or   (ii) Each Participant who received Retirement Contributions prior to January   1, 2007 and was employed by Elgin Sweeper Company, Jamestown   Precision Tooling, Inc., Justrite Manufacturing Company LLC, Technical   Tooling, Inc., or, with respect to Retirement Contributions received prior   to January 1, 2003 only, E-One, Inc. or Victor Products USA, Inc.     (c) Each Participant who is an IBEW Local 134 Employee shall vest in his or her   Retirement Account in accordance with the following table:     





 







   -42-   Number of Years of    Vesting Service   Vesting   Percentage   1 or less 50%   Greater than 1, but less   than 3   75%   3 or more 100%       (d) Effective as of the date a Prior Plan merges with and into the Plan, each   Participant who was a participant in such Prior Plan shall be 100% vested in the   portion of his or her Retirement Account attributable to profit sharing   contributions transferred from such Prior Plan.   (e) The following Participants shall be 100% vested in their Retirement Accounts:  (i)   with respect to Retirement Contributions received on or after January 1, 2003   only, each Participant who was employed by E-One, Inc., E-One New York, Inc.   or Victor Products USA, Inc.; (ii) each Participant who was employed by   Jamestown Precision Tooling, Inc. and terminated employment due to a plant   closing after March 1, 2003; (iii) each Participant who was employed by E-One   New York, Inc. as of September 18, 2004 and who worked until his or her   scheduled termination date; (iv) each Participant who was employed by Technical   Tooling, Inc. on December 3, 2004; (v) each Participant who was employed by   Justrite Manufacturing Company LLC on December 15, 2004; (vi) each   Participant who was employed by Manchester Tool Company on January 31,   2007; (vii) each Participant who was a participant in the PIPs Technology, Inc.   401(k) Plan on or before January 1, 2008; (viii) each Participant who was   employed by E-One, Inc. on August 4, 2008; and (ix) each Participant who was   employed by Pauluhn Electric Manufacturing Company, LLP on November 23,   2009; and (x) each Participant who was employed by Federal APD, Inc., PIPs   Technology, Inc., Sirit Corp. or VESystems, LLC on September 4, 2012.   9.4 Qualified Nonelective Contributions   A Participant shall at all times be 100% vested in his or her Qualified Nonelective   Account.   9.5 Prior Plan ESOP Contributions   A Participant shall vest in his or her Prior Plan ESOP Account in accordance with the   following table:   Number of Years of    Vesting Service   Vesting   Percentage   Less than 1 0%   1 but less than 2 50%   2 but less than 3 75%   3 or more 100%     





 







   -43-       9.6 Amendments to Vesting Schedule   No amendment to the Plan’s vesting schedules shall deprive a Participant of   nonforfeitable rights to benefits accrued prior to the date of such amendment.  If the Plan’s   vesting schedule is amended, each Participant with at least three years of Vesting Service may   elect to have his or her nonforfeitable percentage determined without regard to such amendment.    The period during which the election may be made shall commence with the date the amendment   is adopted and shall end on the later of 60 days after the amendment is adopted, 60 days after the   amendment is effective, and 60 days after the Participant receives written notice of the   amendment.   9.7 Forfeitures   Any portion of a Participant’s Accounts that do not vest shall be regarded as forfeitures   upon such Participant’s Severance From Service.  All forfeited amounts shall be used to reduce   contributions of the Participant’s Employer or to pay Plan expenses.  Pending allocation to   reduce Employer contributions, such amounts shall be invested as directed by the Investment   Committee or its designee.   9.8 Reinstatement of Accounts for Rehires   If an inactive Participant who has made Pre-Tax Contributions resumes employment and   again becomes a Participant at any time, or if an inactive Participant who was partially vested in   any Matching Contributions or Retirement Contributions resumes employment and again   becomes a Participant before incurring a Break in Service of five years, the portion of the   Participant’s Accounts that was previously forfeited shall be reinstated if (i) such Participant has   not received a distribution from the Plan, or (ii) such Participant received a distribution of less   than the full amount of his or her Accounts repays in cash the amount of his or her previously   distributed Accounts.  Any such repaid amount shall be nonforfeitable.  Reinstated amounts shall   be invested in the default investment arrangement specified by the Investment Committee in   accordance with ERISA Section 404(c)(5) and related regulations until such Participant makes   an investment election on an Approved Form of Election with respect to such amounts.   9.9 Death Benefits under Qualified Military Service   Notwithstanding any provision of the Plan to the contrary, effective as of January 1,   2007, in the case of a Participant who dies while performing qualified military service (as   defined in Code Section 414(u)), the survivor(s) of the Participant shall be entitled to any   additional benefits (other than benefit accruals relating to the period of qualified military service)   provided under the Plan had the Participant resumed and then terminated employment on   account of death.     





 







   -44-   SECTION 10   PAYMENTS   10.1 Form of Payment   Subject to Subsections 10.2 and 10.5, after each Participant’s Severance From Service,   the vested value of the Participant’s Accounts shall be paid to or for the benefit of the Participant   or his or her Beneficiary in one or more of the following forms of payment as the Participant or   his or her Beneficiary elects:   (a) By a single payment in cash;   (b) By monthly, quarterly, semi-annual or annual installments in cash during a period   not to exceed the life expectancy of the Participant or the joint life expectancy of   the Participant and his or her designated Beneficiary determined at the date   payments begin; provided, however, that unless the Participant elects otherwise,   all distributions of the Participant’s ESOP Subaccounts shall be made over a   period not longer than five years, in compliance with Code Section 409(o); or   (c) By one or more payments in accordance with Paragraph (a) or (b) above, except   that such payment(s) shall be made in whole shares of Federal Signal Common   Stock, to the extent that the portion of such Participant’s Account balances   allocated to the Federal Signal Stock Fund is evenly divisible by the fair market   value of such stock on the Business Day as of which such value is determined,   and the remainder of such Participant’s Account in cash.   10.2 Time of Payment   Following a Participant’s Severance From Service, distribution of the balance of a   Participant’s Account shall be made or commence as follows:   (a) Consent Required.  Payment of a Participant’s Accounts (as determined pursuant   to Subsection 10.1) shall be made pursuant to the Participant’s request for   payment and within the time frame established by the Committee.  If the vested   value of a Participant’s Accounts exceeds $5,000, such vested value shall not be   paid without his or her consent.  Unless a Participant elects otherwise, payment of   the Participant’s Accounts shall be paid in a single cash payment not later than the   60th day after the close of the Plan Year in which the latest of: (i) the Participant’s   attainment of Normal Retirement Age; (ii) the tenth anniversary of the   Participant’s participation in the Plan, and (iii) the Participant’s Severance From   Service date.   (b) Mandatory Distributions.  Notwithstanding any other provision of this   SECTION 10 to the contrary, the following rules shall apply to a Participant,   Beneficiary or Alternate Payee if the vested value of his or her Accounts does not   exceed $5,000 (excluding the balance in his or her Rollover Account and After-    





 







   -45-   Tax Rollover Account) and he or she does not make a distribution election within   the time frame established by the Committee:   (i) Account Balance of $1,000 or Less.  If the Participant incurs a Severance   From Service and if the vested value of his or her Accounts (including the   value of his or her Rollover Account and After-Tax Rollover Account)   does not exceed $1,000, he or she shall receive payment of such vested   value in a single cash payment in accordance with rules and procedures   established by the Committee; provided, that if the vested value of a   Participant’s Accounts is zero, then such vested value shall be deemed   paid to the Participant immediately.     (ii) Account Balance Over $1,000.  If the Participant incurs a Severance   From Service and if the vested value of his or her Accounts (excluding the   value of his or her Rollover Account and After-Tax Rollover Account) is   greater than $1,000 but less than or equal to $5,000, such vested value   shall be paid in a direct rollover to an individual retirement plan   designated by the Committee in accordance with rules and procedures   established by the Committee, unless the Participant otherwise elects to   have the value of his or her Accounts paid in a single payment in cash or   rolled over to an eligible retirement plan in accordance with Subsection   10.3.   10.3 Direct Rollover of Eligible Rollover Distribution   If payment of a Participant’s benefits constitutes an Eligible Rollover Distribution, then   the Participant or other Eligible Distributee may elect to have such distribution paid directly to   an Eligible Retirement Plan.   (a) Eligible Distributee means (i) an Employee or former Employee, (ii) an   Employee’s or former Employee’s surviving Spouse, (iii) the Employee’s or   former Employee’s Spouse or former Spouse who is the Alternate Payee under a   Qualified Domestic Relations Order, and (iv) an individual who is a non-Spouse   designated Beneficiary (as defined by Section 401(a)(9)(E) of the Code) of the   Employee or former Employee.   (b) Eligible Retirement Plan means (i) an individual retirement account described in   Code Section 408(a), (ii) an individual retirement annuity described in Code   Section 408(b) (other than an endowment contract), (iii) an annuity plan described   in Code Section 403(a), (iv) a qualified trust described in Code Section 401(a), (v)   an annuity contract described in Code Section 403(b), (vi) an eligible plan under   Code Section 457(b) which is maintained by a state, political subdivision of a   state, or any agency or instrumentality of a state or political subdivision of a state,   or (vii) a Roth IRA as described in Code Section 408A.  The definition of an   Eligible Retirement Plan shall also apply in the case of a distribution to a   surviving Spouse, or to a Spouse or former Spouse who is the alternate payee   under a Qualified Domestic Relations Order.  In the case of a non-Spouse     





 







   -46-   designated Beneficiary, an Eligible Retirement Plan includes only an individual   retirement account or annuity described in Code Section 408(a) or (b) or 408A,   solely to the extent permitted under Code Section 402(c)(11) and the Treasury   Regulations and other guidance issued thereunder.   (c) Eligible Rollover Distribution means any distribution of all or any portion of the   balance to the credit of the Eligible Distributee, except that an Eligible Rollover   Distribution does not include:  (i) any distribution that is one of a series of   substantially equal periodic payments (not less frequently than annually) made for   the life (or life expectancy) of the Eligible Distributee or the joint lives (or joint   life expectancies) of the Eligible Distributee and the Eligible Distributee’s   designated Beneficiary, or for a specified period of ten years or more, (ii) any   distribution to the extent such distribution is required under Code Section   401(a)(9), (iii) any distribution made on account of financial hardship, and (iv)   any distribution of less than $200.  A portion of a distribution shall not fail to be   an Eligible Rollover Distribution merely because the portion consists of After-Tax   Contributions which are not includible in gross income.  However, such portion   may be transferred to an individual retirement account described in Code Section   408(a), an individual retirement annuity described in Code Section 408(b) (other   than an endowment contract), an annuity plan or contract described in Code   Section 403(a) or 403(b), a qualified plan described in Code Section 401(a), or a   Roth IRA (solely to the extent allowed under the Code), only if such individual   retirement account, individual retirement annuity, annuity plan or contract,   qualified trust, or Roth IRA agrees to separately account for amounts so   transferred, including separately accounting for the portion of such distribution   which is includible in gross income and the portion of such distribution which is   not so includible.  A rollover distribution to a Roth IRA must satisfy the   requirements of Code Sections 402(c) and 408A.   10.4 Designation of Beneficiary   At any time before payment of a Participant’s Accounts or, if installment payments have   begun, then at any time before payment of the last installment, a Participant may designate a   Beneficiary or Beneficiaries (who may be executors or trustees and who shall be the same person   or persons for each of the Participant’s Accounts) on an Approved Form of Election.  The   Participant may change or revoke any such designation on an Approved Form of Election at any   time before payment of his or her Accounts or, if installment payments have begun, then at any   time before payment of the last installment.     A Participant’s Spouse shall in all cases be deemed to be his or her Beneficiary unless (i)   the Participant has filed an Approved Form of Election designating a non-Spouse Beneficiary,   (ii) the Spouse of the Participant has consented in writing to such designation, (iii) the consent   acknowledges the effect of the designation and is witnessed by a notary public, and (iv) such   election designates a Beneficiary that may not be changed without further spousal consent,   unless the Spouse executed a general written consent expressly permitting changes of the   Beneficiary without any requirement of further consent of the Spouse.  Notwithstanding the   foregoing, the spousal consent requirements shall not apply if the Participant establishes to the     





 







   -47-   satisfaction of the Committee that such written consent may not be obtained because there is no   Spouse, the Spouse cannot be located, or other circumstances (as described in Treasury   Regulations under Code Sections 401(a)(11) and 417) preclude the necessity of the Spouse’s   consent.  If the Spouse of a Participant is legally incompetent to give consent, such consent may   be given by the Spouse’s legal guardian, which shall include the Participant if he or she is the   Spouse’s legal guardian.  If the Participant is legally separated or has been abandoned, as   provided by a court order, spousal consent shall not be required, except where required provided   by a Qualified Domestic Relations Order.   Upon a Participant’s death, a Beneficiary may designate a secondary Beneficiary or   Beneficiaries to receive payment of the Participant’s Accounts upon the primary Beneficiary’s   death.  Such designation must be made on an Approved Form of Election prior to entire payment   of the Participant’s Accounts.     If a deceased Participant failed to designate a Beneficiary as provided above, or if the   Beneficiary dies before the Participant or before complete payment of the Participant’s   Accounts, the Participant’s Accounts shall be distributed in the following order.   (a) To the Participant’s surviving Spouse (determined as of the date of the   Participant’s death).   (b) If Paragraph (a) does not apply because the Participant does not have a Spouse on   the date of his or her death, to the legal representative or representatives of the   estate of the last to die of the Participant and the Participant’s designated   Beneficiary (the “Surviving Payee”) or, if an estate is not opened on behalf of the   Participant or Beneficiary, to the duly authorized individual properly designated   by any applicable small estate affidavit or similar documentation issued pursuant   to applicable state law.     (c) If an estate is not opened on behalf of the Surviving Payee, to the duly authorized   individual properly designated by any applicable small estate affidavit or similar   documentation issued pursuant to applicable state law.   (d) If there is no duly authorized individual properly designated by any applicable   small estate affidavit or similar documentation issued pursuant to applicable state   law, to or for the benefit of one or more of the Surviving Payee’s relatives by   blood, adoption or marriage in such proportions as the Committee (or its delegate)   determines.   10.5 Minimum Distribution Requirements   Notwithstanding any provision of the Plan to the contrary, with respect to distributions   made for calendar years beginning on or after January 1, 2003, the Plan shall apply the minimum   distribution requirements of Code Section 401(a)(9) in accordance with final and temporary   Treasury Regulations under Code Section 401(a)(9) that were issued by the Internal Revenue   Service on April 17, 2002 and June 15, 2004 (as corrected on November 22, 2004), including   Treasury Regulation Sections 1.401(a)(9)-2 through 1.401(a)(9)-9 and the incidental death   benefit requirements of Code Section 401(a)(9)(G).  Any provisions of the Plan that are     





 







   -48-   inconsistent with Code Section 401(a)(9) and the Treasury Regulations thereunder shall be   deemed inoperative.     The Participant’s entire interest shall be distributed, or begin to be distributed, to the   Participant no later than the Participant’s required beginning date, which is generally the later of   the April 1 following the Participant’s attainment of age 701⁄2 or the date the Participant has a   Severance From Service.  However, if the Participant is a 5% owner, Plan distributions must   commence no later than the April 1 following the Participant’s attainment of age 701⁄2.  Benefits   must be paid over a period not extending beyond the life expectancy of the Participant or the   joint life expectancies of the Participant and his or her Beneficiary.  If the Participant dies after   installment distributions have begun, payments shall continue under the elected payment form.    If the Participant dies before distributions begin, the Participant’s entire interest shall be   distributed, or begin to be distributed, no later than the following:   (a) If the Participant’s surviving Spouse is the Participant’s sole Beneficiary,   distributions to the surviving Spouse shall begin by December 31 of the calendar   year immediately following the calendar year in which the Participant died, or by   December 31 of the calendar year in which the Participant would have attained   age 701⁄2, if later.   (b) If the Participant’s surviving Spouse is not the Participant’s sole Beneficiary,   distributions to the Beneficiary shall begin by December 31 of the calendar year   immediately following the calendar year in which the Participant died.   (c) If there is no designated Beneficiary as of September 30 of the year following the   year of the Participant’s death, the Participant’s entire interest shall be distributed   by December 31 of the calendar year containing the fifth anniversary of the   Participant’s death.   If the Participant’s Spouse is the sole Beneficiary and dies after the Participant but before   distributions have begun, then Paragraphs (b) and (c) above shall apply as if the Spouse were the   Participant.   Notwithstanding any provision of this Subsection to the contrary, effective as of January   1, 2009, a Participant or Beneficiary who would have been required to receive required minimum   distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and   who would have satisfied that requirement by receiving distributions that are (i) equal to the   2009 RMDs or (ii) one or more payments in a series of substantially equal distributions (that   include the 2009 RMDs) made at least annually and expected to last for the life (or life   expectancy) of the Participant or the joint lives (or joint life expectancy) of the Participant and   the Participant’s designated Beneficiary, or for a period of at least ten years (“Extended RMDs”),   shall receive those distributions for 2009 unless the Participant or Beneficiary chooses not to   receive such distributions.  Participants and Beneficiaries described in the preceding sentence   shall be given the opportunity to elect not to receive the distributions described in the preceding   sentence.  In addition, 2009 RMDs and Extended RMDs shall be treated as Eligible Rollover   Distributions under Subsection 10.3, but shall not be eligible for a direct rollover.     





 







   -49-   10.6 Missing Persons   The Employers and the Committee shall not be required to search for or locate a   Participant, Spouse, Alternate Payee or Beneficiary.  Each Participant, Spouse, Alternate Payee,   and Beneficiary must file with the Committee from time to time in writing his or her post office   address and each change of post office address.  Any communication, statement, or notice   addressed to a Participant, Spouse, Alternate Payee, or Beneficiary at the last post office address   filed with the Committee, or if no address is filed with the Committee, then in the case of a   Participant, at the Participant’s last post office address as shown on the Employers’ records, shall   be considered a notification for purposes of the Plan and shall be binding on the Participant,   Spouse, Alternate Payee and Beneficiary for all purposes of the Plan.  If the Committee notifies a   Participant, Spouse, Alternate Payee, or Beneficiary, and if such person fails to claim Plan   benefits or make such person’s whereabouts known to the Committee within two years after the   notification, the benefits of the Participant, Spouse, or Beneficiary may be disposed of, to the   extent permitted by applicable law, by one or more of the following methods:   (a) By retaining such benefits in the Plan;   (b) By paying such benefits to a court of competent jurisdiction for judicial   determination of the right thereto;   (c) By forfeiting such benefits in accordance with procedures established by the   Committee.  If a Participant, Spouse, Alternate Payee or Beneficiary is   subsequently located, such benefits shall be restored to the Participant, Spouse,   Alternate Payee or Beneficiary under the Plan; or   (d) By any equitable manner permitted by law under rules adopted by the Committee.   10.7 Recovery of Benefits   In the event a Participant, Spouse, Alternate Payee, or Beneficiary receives a benefit   payment from the Plan that is in excess of the benefit payment that should have been made to   such Participant, Spouse, Alternate Payee, or Beneficiary or in the event a person other than a   Participant, Spouse, Alternate Payee, or Beneficiary receives an erroneous payment from the   Plan, the Committee shall have the right, on behalf of the Plan, to recover the amount of the   excess or erroneous payment from the recipient.  To the extent permitted under applicable law,   the Committee may, at its option, deduct the amount of such excess or erroneous payment from   any future benefits payable on behalf of a Participant, regardless of whether such amount would   otherwise be paid to a Participant, Spouse, or Alternate Payee, Beneficiary who did not receive   the overpayment.   10.8 Facility of Payment   When a person entitled to benefits under the Plan is under legal disability, or, in the   Committee’s opinion, is in any way incapacitated so as to be unable to manage his or her   financial affairs, the Committee may direct the Trustee to pay the benefits to such person’s legal   representative, or to a relative or friend of such person for such person’s benefit, or the   Committee may direct the application of such benefits for the benefit of such person.  Any     





 







   -50-   payment made in accordance with the preceding sentence shall be a full and complete discharge   of any liability for such payment under the Plan.     





 







   -51-   SECTION 11   IN-SERVICE WITHDRAWALS   11.1 Hardship Withdrawals   A Participant may, prior to his or her Severance From Service, apply for a hardship   withdrawal of all or any part of his or her Pre-Tax Account (excluding earnings credited on Pre-   Tax Contributions after December 31, 1988), Rollover Account, After-Tax Rollover Account   and Prior Plan ESOP Account, as applicable.  Notwithstanding the foregoing, effective as of   October 1, 2010, each Participant who was a participant in the VESystems 401(k) Plan on or   before October 1, 2010 may apply for a hardship withdrawal of all or any part of his or her   vested Account balances transferred from the VESystems 401(k) Plan.  If a hardship withdrawal   is made pursuant to this Subsection, the Participant may not make Pre-Tax, Catch-Up, or After-   Tax Contributions for a period of six months following the date he or she receives the payment.    A hardship withdrawal must be for an immediate and heavy financial need of the Participant for   which funds are not reasonably available from other resources of the Participant.     A Participant shall be deemed to have an immediate and heavy financial need if the   hardship is on account of:   (a) Payment of unreimbursed medical expenses described in Code Section 213(d)   (determined without regard to whether the expenses exceed 7.5% of adjusted   gross income) previously incurred by the Participant, his or her Spouse, any   dependents of the Participant (as defined in Code Section 152 without regard to   Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), including any non-custodial child   who is subject to the special rule of Code Section 152(e), or Primary Beneficiary,   or payment of unreimbursed expenses necessary for these persons to obtain   medical care described in Code Section 213(d);   (b) Purchase (excluding mortgage payments) of the principal residence of the   Participant;   (c) Payment of tuition, related educational fees, and room and board expenses, for the   next twelve months of post-secondary education for the Participant, his or her   Spouse, the Participant’s dependents (as defined in Code Section 152 without   regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), or Primary Beneficiary;   (d) Prevention of the eviction of the Participant from his or her principal residence or   prevention of  the foreclosure on the mortgage on his or her principal residence;   (e) Payment of burial or funeral expenses for the Participant’s deceased parent,   Spouse, children, dependents (as defined in Code Section 152 without regard to   the change in definition under Code Section 152(d)(1)(B)), or Primary   Beneficiary;   (f) Payment of expenses for the repair of damage to the Participant’s principal   residence that would qualify for the casualty deduction under Code Section 165     





 







   -52-   (determined without regard to whether the loss exceeds 10% of adjusted gross   income); or   (g) Other events provided for in revenue rulings, notices or other documents of   general applicability published by the Commissioner of Internal Revenue.   For purposes of this Subsection, “Primary Beneficiary” means an individual who a Participant   has named as his or her Beneficiary under Subsection 10.4 and who has an unconditional right to   all or a portion of the Participant’s Account balances upon the Participant’s death (a contingent   or secondary Beneficiary does not qualify).   A Participant shall be deemed to have established that the amount is not reasonably   available from other resources if the Participant has elected to receive a cash distribution of the   dividends paid on the shares of Federal Signal Common Stock attributable to his or her   proportionate interest in the Federal Signal Stock Fund and has obtained all other in-service   withdrawals, distributions and nontaxable loans available under this Plan and any other plan   maintained by his or her Employer.     The Committee shall determine whether a financial hardship exists and the amount to be   paid as a result of the hardship.  When making this determination, the Committee may rely on   the Participant’s written representation that his or her immediate and heavy financial need could   not be satisfied in whole or in part from other resources reasonably available to him or her.    Financial hardship determinations shall be made in accordance with the Code and the applicable   Treasury Regulations and using a uniform and nondiscriminatory standard.  If the Committee or   its designee approves the hardship withdrawal, the hardship withdrawal shall not exceed the   amount required to meet the need created by the hardship, including any amounts necessary to   pay any Federal income taxes or penalties reasonably anticipated to result from the withdrawal.   Notwithstanding any provision of the Plan to the contrary, a Participant who is also a   participant in the Federal Signal Corporation Savings Restoration Plan may not request a   hardship withdrawal under this Subsection.   11.2 Withdrawals Upon Attainment of Age 591⁄2   Before a Severance From Service, but after attainment of age 591⁄2, a Participant may   withdraw of all or any portion of the balance in his or her Pre-Tax Account.  Notwithstanding the   foregoing, effective as of October 1, 2010, a Participant who was a participant in the VESystems   401(k) Plan on or before such date may also withdraw all or any portion of his or her Account   balances transferred from the VESystems 401(k) Plan after attainment of age 591⁄2.   11.3 Withdrawals Upon Attainment of Normal Retirement Age   Before a Severance From Service, but after attainment of Normal Retirement Age, a   Participant may withdraw of all or any portion of the balances in his or her Accounts.     





 







   -53-   11.4 Withdrawals From After-Tax Account   Before a Severance From Service, a Participant may withdraw all or any portion of the   balances in his or her After-Tax Account once per calendar year.  If the Participant withdraws   After-Tax Contributions made to the Plan before January 1, 1987, the withdrawal shall come first   from the Participant’s After-Tax Contributions, and then, once all of such contributions have   been withdrawn, from the investment earnings on such contributions.  If the Participant   withdraws After-Tax Contributions made to the Plan after December 31, 1986, the withdrawal   shall come, pro rata, from both the Participant’s After-Tax Contributions and the investment   earnings on those contributions.   11.5 Withdrawals From Rollover Account and After-Tax Rollover Account   Before a Severance From Service, a Participant may withdraw all or any portion of the   balances in his or her Rollover Account and After-Tax Rollover Account once per calendar year.     11.6 Withdrawals From Balances Transferred from a Prior Plan   Before a Severance From Service, a Participant who was a participant in the PIPs   Technology, Inc. 401(k) Plan (the “PIPs Plan”) on or before April 1, 2008 may withdraw all or   any portion of his or her Accounts attributable to balances transferred to the Plan from the PIPs   Plan if such Participant incurs a Disability.   11.7 Distributions To Individuals Performing Military Service   A Participant, who receives a distribution that meets the requirements of Paragraph (a)   below, shall be treated as having received a distribution under Paragraph (a) even if the   distribution would also have been permitted under Paragraph (b).   (a) Qualified Reservist Distributions:  A Participant may withdraw all or a portion   of the balances in his or her Pre-Tax Account if: (i) such Participant is a member   of a reserve component (as defined in Section 101 of Title 37, United States   Code) that is ordered or called to active duty after September 11, 2001, and (ii)   the Participant’s tour of active duty has a duration in excess of 179 days or an   indefinite period.  This withdrawal may only be made during the period that   begins on the date of the Participant’s order or call to active duty and ends on the   date of the Participant’s active duty.   (b) Distributions Related to Deemed Severance From Service:  During any period   in which the Participant is performing qualified military service described in Code   Section 414(u)(5) for more than 30 days, the Participant shall be treated as having   incurred a Severance From Service for purposes of receiving a distribution from   his or her Pre-Tax Account.  If such Participant elects to receive a distribution   from his or her Pre-Tax Account, the Participant cannot make Pre-Tax, Catch-Up   or After-Tax Contributions for six months following election and payment of such   distribution.     





 







   -54-   11.8 Application for In-Service Withdrawals   An application for any in-service withdrawal under this SECTION 11 must be made   through an Approved Form of Election.  The minimum amount of any in-service withdrawal is   $300.  Any withdrawal payment shall be made as soon as practicable.     





 







   -55-   SECTION 12   LOANS   12.1 Terms and Conditions of Loans   Pursuant to procedures the Committee shall establish for loan applications and   processing, the Committee may approve loans to Participants, subject to the following terms and   conditions.     (a) Any application for a loan must be made through an Approved Form of Election.   (b) A loan shall be evidenced by a promissory note in a form approved by the   Committee and shall provide for repayment over a fixed period and interest at the   prevailing rate, which payment period and interest rate shall be determined by the   Committee in a uniform manner.   (c) At any one time, a Participant may not have outstanding more than one loan.   (d) The Participant shall pledge a portion of his or her vested Accounts as security for   such loan, and shall pay from such Accounts all reasonable fees related to the   processing of any loan.   (e) The Committee may permit loan rollovers in cases of acquisitions or dispositions   for certain groups during certain periods.   12.2 Amount of Loans   The principal amount of any loan made to a Participant, together with the unpaid balance   of any other outstanding loans under the Plan and all other qualified employer plans (as defined   in Code Section 72(p)(4)) sponsored by a Related Employer, on the date the loan is made, shall   not exceed the lesser of (a) or (b) below:   (a) $50,000, reduced by the excess (if any) of: (i) the highest outstanding balance of   loans under the Plan and all other qualified employer plans during the twelve-   month period ending the day before such loan was made, minus (ii) the   outstanding balance of such outstanding loans on the date on which such loan was   made; or   (b) One-half of the total balance of the Participant’s vested Accounts.   The minimum loan amount to a Participant shall not be less than $1,000.   12.3 Repayment of Loans   A loan shall specify a repayment period that shall not extend beyond five years after the   date the loan is made, unless the proceeds of the loan are used to purchase the Participant’s     





 







   -56-   principal place of residence, in which case such loan must be repaid within ten years after the   date the loan is made.     Repayment of each loan shall be made by payroll deduction.  Each loan shall require   substantially level amortization with payments not less frequently than quarterly.  Prepayment of   all or a portion of the loan is permitted at any time without penalty by certified check or money   order made payable to the Trustee.   Pursuant to rules established by the Committee, if a Participant is on an unpaid Approved   Leave of Absence, he or she may be permitted to defer repayments for up to one year, and may   be given a grace period to repay the loan if a payment is missed.  Notwithstanding the foregoing,   if a Participant is on an Approved Leave of Absence due to qualified military service, his or her   loan repayments may be suspended in accordance with Code Section 414(u)(4), and for the   duration of his or her qualified military service, the interest rate on his or her outstanding loan   shall be capped at the lesser of the original loan rate or 6%.     Loan repayments shall be credited to the Participant’s Accounts from which the loan was   made as of the date such payment is received by the Trustee on a pro rata basis.  Loan   repayments shall be credited to the Investment Funds in accordance with the Participant’s   investment election under Subsection 6.2 in effect at the time of loan repayment, and, in the   absence of such investment election, to the default investment arrangement specified by the   Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations.   12.4 Unpaid Loans   A loan which is not repaid when due shall be deemed to be in default and shall be treated   as a “deemed distribution” if not repaid within the cure period specified in uniform rules and   guidelines established by the Committee.  Upon distribution of a Participant’s Accounts before a   loan is repaid in full, the unpaid loan balance, together with loan interest, shall become due and   payable, and the Trustee shall first satisfy the indebtedness from the Participant’s Account before   making any payments to Participant.  If a loan defaults, foreclosure on the promissory note and   attachment of security on such loan shall not occur until a distributable event occurs under the   Plan.     





 







   -57-   SECTION 13   ADMINISTRATION OF PLAN   13.1 Plan Administrator   The Fiduciaries shall have only those specific powers, duties, responsibilities and   obligations as are specifically given them under this Plan or the Trust Agreement or delegated to   them by the Company.  The Company may delegate all or any part of its powers, rights and   duties under the Plan to such person or persons as it may deem advisable, including the Benefits   Planning Committee, the Committee, the Investment Committee, the Trustee, and such other   individuals or entities determined by the Company.  The Board of Directors has the sole   authority to appoint and remove the members of the Benefits Planning Committee, the   Committee, and the Investment Committee.     (a) Committee.  The Committee shall be the “plan administrator” as defined under   ERISA Section 3(16) and the “named fiduciary” as defined under ERISA Section   402(a) of the Plan, except as such duties are delegated to other Fiduciaries under   the terms of the Plan.  The Committee is responsible for the general   administration of the Plan and the carrying out of its provisions.  No person shall   be ineligible to be a member of the Committee because he or she is, was, or may   become a Participant of the Plan.   (b) Benefits Planning Committee.  The Benefits Planning Committee shall be   responsible for carrying out settlor functions reserved by the Company with   respect to the Plan, including, without limitation, the authority to amend, modify   or terminate the Plan.  The Benefits Planning Committee shall also be the “named   fiduciary” as defined under ERISA Section 402(a) with respect to oversight of the   investment of Plan assets.   (c) Investment Committee.  The Investment Committee shall be the “named   fiduciary” as defined under ERISA Section 402(a) with respect to the investment   of Plan assets in accordance with the investment policy established by the   Benefits Planning Committee, as it may be amended from time to time.  The   Investment Committee shall have the sole authority to appoint investment   managers and select Investment Funds.  The Investment Committee may remove   an investment manager at any time, upon reasonable notice.  Upon such removal,   or upon the resignation of an investment manager, the Investment Committee may   appoint another investment manager.   (d) Trustee and Investment Managers.  The Trustee shall be appointed by the   Committee from time to time.  The Committee may remove a Trustee at any time,   upon reasonable notice, and upon such removal, or upon the resignation of a   Trustee, the Committee shall appoint a successor Trustee.  The Trustee shall have   the sole responsibility for the administration of the Trust and the management of   the Trust assets, except that, if the Investment Committee appoints one or more   investment managers, each investment manager shall have sole authority and     





 







   -58-   responsibility for the investment and reinvestment of such portion of the   Investment Funds as the Investment Committee directs.  Except as otherwise   provided in Subsection 6.12, the investment managers shall have the sole   authority to exercise the right to vote proxies with respect to any securities held in   the Trust, other than proxies with respect to Federal Signal Stock Fund.    (e) Employers.  In general, the respective Employers shall have the sole   responsibility for making contributions.   Each Fiduciary may rely upon any direction, information or action of another Fiduciary with   respect to matters within the responsibility of such other Fiduciary and is not required under this   Plan or the Trust to inquire into the propriety of any such direction, information or action.  To the   maximum extent permitted by law, each Fiduciary shall be responsible for the proper exercise of   its own powers, duties, responsibilities and obligations under this Plan and shall not be   responsible for any act or failure to act of another Fiduciary.  To the maximum extent permitted   by ERISA, no other Fiduciary shall be liable for any loss which may result from a decision of an   investment manager with respect to Plan assets under its control.   13.2 Indemnification   To the maximum extent permitted by law, the Fiduciaries, those persons to whom a   Fiduciary properly delegates any portion of its responsibilities under the Plan and any persons   who were, are or become directors, officers or employees of any Employer, and each of them,   shall be indemnified and saved harmless by the Employers (to the extent not indemnified of   saved harmless under any liability insurance contracts or indemnification arrangements) from   and against any and all liability or claim to which the Fiduciaries or such other persons may be   subjected by reason of any act done or omitted to be done in good faith with respect to Plan   administration other than any liability or claim resulting from such person’s gross negligence or   willful misconduct.  Such indemnification shall include, but not be limited to, all expenses   reasonably incurred in their defense in the event that the Employers failed to provide such   defense after having been requested in writing to do so.   13.3 Organization of Committee   The Vice President, Human Resources shall act as Chairman of the Committee.  Any   person appointed by the Chairperson, who may but need not be a member of the Committee,   shall act as Secretary.   13.4 Committee Actions   The Committee shall hold meetings upon such notice, at such place or places (including   by telephone, videoconference, or other electronic means) and at such time or times, as it may   from time to time determine.  A majority of the members of the Committee at the time in office   shall constitute a quorum for the transaction of business.  All resolutions adopted or other action   taken by the Committee shall be by vote of a majority of the members of the Committee present   at any meeting.  Any action required or permitted to be taken by the Committee at a meeting may   be taken without a meeting if all members of the Committee unanimously consent in writing to   the adoption of a resolution authorizing such action.     





 







   -59-   13.5 Committee General Powers, Rights, and Duties   Except as otherwise specifically provided in the Plan, and in addition to the powers,   rights, and duties specifically given to the Committee elsewhere in the Plan and the Trust, the   Committee shall have the following powers, rights, and duties, which shall be exercisable in the   sole discretion of the Committee:   (a) To adopt and enforce such rules, procedures, and regulations as in its opinion may   be necessary for the proper and efficient administration of the Plan and Trust and   as are consistent with the Plan and Trust, and to change, alter, or amend such   rules, procedures, and regulations.   (b) To construe and interpret the provisions of the Plan and make factual   determinations, including the remedying of ambiguous provisions.   (c) To determine all questions arising in the administration of the Plan, including the   power to determine the rights or eligibility of Employees or Participants or any   other persons, and the amounts of their benefits (if any) under the Plan, and to   remedy ambiguities, inconsistencies, or omissions, correct any defect and supply   any information, and any such determination shall be binding on all parties.   (d) To employ and suitably compensate such agents, attorneys, accountants,   actuaries, recordkeepers, or other persons (who also may be employed by the   Employers or the Trustee) to render advice and perform other services as the   Committee may deem necessary or advisable to carry out its powers, rights, and   duties.   (e) To hear, review, and decide claims for benefits (including benefit claims appeals)   under the Plan.   (f) To direct the Trustee regarding payments or distributions from the Trust Fund in   accordance with the provisions of the Plan and Trust.   (g) To furnish the Employers and other Fiduciaries with such information as may be   required by them for tax or other purposes in connection with the Plan, and to   obtain from Fiduciaries and Participants such information as is necessary for the   proper administration of the Plan.   (h) To prepare reports in accordance with Subsection 13.6.   (i) To communicate the Plan and its requirements to Participants in accordance with   applicable law.   (j) To take such actions as the Committee may deem necessary or advisable to   correct any errors in the operation of the Plan.     





 







   -60-   13.6 Reports   The Committee shall prepare an annual report showing in reasonable detail the assets of   the Plan and giving a brief account of the operation of the Plan for the preceding Plan Year.  The   Committee shall exercise such authority and responsibility as it deems appropriate in order to   comply with ERISA, the Code and applicable governmental regulations relating to records of   Participants’ employment, Accounts and the percentages thereof which are vested under the   Plan; notifications to Participants; annual reports to the Department of Labor; and any and all   other reports necessary or desirable to maintain the tax-qualified status of the Plan.   13.7 Information Required by Committee   The Employers shall furnish the Committee with such data and information as the   Committee may deem necessary or desirable in order to administer the Plan.  The records of the   Employers as to an Employee’s or Participant’s period of employment, termination of   employment and the reason therefore, Approved Leave of Absence, reemployment, date of birth,   marital status and compensation shall be conclusive on all persons unless determined to the   Committee’s satisfaction to be incorrect.   13.8 Allocations and Delegations of Responsibility   The Committee may delegate from time to time to such person or persons as it may deem   advisable for the efficient administration of the Plan and Trust all or part of the Committee’s   powers, rights, and duties under the Plan and the Trust and may authorize such person to   delegate such powers, rights, and duties to other person or persons.  Any such delegation may be   made to an individual, a committee, or subcommittee established by the Committee, a third   party, or any other entity selected by the Committee.  The Committee at any time may modify or   revoke any such delegation.  Any action of a delegatee in the exercise of its delegated   responsibilities shall have the same force and effect for all purposes hereunder as if such action   had been taken by the Committee.  Except as otherwise provided by applicable law, the   Committee shall not be liable for any acts or omissions of any such delegatee.  The delegatee   shall periodically report to the Committee concerning the discharge of its delegated   responsibilities.  Unless otherwise provided, references in the Plan to the Committee shall   include delegatees and designees of the Committee.   13.9 Interested Committee Member   If a member of the Committee (or one of its delegatees or designees) also is a Participant   in the Plan, he or she may not decide or determine any matter or question concerning   distributions of any kind to be made to him or her or the nature or mode of settlement of his or   her benefits unless such decision or determination could be made by him or her under the Plan if   he or she were not serving on the Committee.   13.10 Removal or Resignation   The Committee, or any member thereof, shall hold office until the earlier of (i) his or her   termination of employment with the Company, or (ii) until the date that the Committee charter is   amended to remove the person from membership of the Committee.     





 







   -61-   13.11 Compensation and Expenses   The Committee shall perform its duties without compensation.  Unless paid by the   Employers and except as otherwise provided below, all reasonable costs, charges, and expenses   incurred in the administration of this Plan, including expenses incurred by the Committee,   compensation to the Trustee, compensation to an investment manager, and any compensation to   agents, attorneys, actuaries, accountants, recordkeepers, and other persons performing services   on behalf of this Plan or for the Committee shall be paid from the Trust Fund in such portions as   the Committee may direct.  As directed by the Committee, expenses to be paid from the Trust   Fund may be drawn from (i) Participants’ Accounts, in the form of a flat fee, charges for specific   services, or a percentage of the value of each Account, (ii) earnings or gains in each Investment   Fund or (iii) forfeitures under Subsection 9.7.  Expenses directly related to the investment of a   particular Investment Fund (such as brokerage, postage, express and insurance charges, and   transfer taxes) shall be paid from that Investment Fund.   13.12 Uniform Application of Rules   The Committee shall administer the Plan on a reasonable basis.  Any rules, procedures, or   regulations established by the Committee shall be applied uniformly to all persons similarly   situated.   13.13 Committee’s Decision Final   Benefits under the Plan shall be paid only if the Committee, or its delegate, decides in its   sole discretion that a Participant or Beneficiary (or other claimant) is entitled to them.  Subject to   applicable law, any interpretation of the provisions of the Plan and any decisions on any matter   within the discretion of the Committee made by the Committee, or its delegate, in good faith   shall be binding on all persons.  A misstatement or other mistake of fact shall be corrected when   it becomes known and the Committee shall make such adjustment on account thereof as it   considers equitable and practicable.     





 







   -62-   SECTION 14   CLAIMS PROCEDURES   14.1 Initial Retirement Benefit Claims    In the event of a dispute between the Trustee or Committee and a Participant or   Beneficiary over the amount of benefits payable under the Plan, the Participant or Beneficiary   may file a claim for benefits by notifying the Committee of such claim.  Such notification must   be in writing and shall set forth the basis of such claim.   The Committee shall decide whether to grant a claim within 90 days of the date on which   the claim is received, unless special circumstances require a longer period for review of the   claim, and the claimant is notified in writing of the extension of time within the first 90-day   period; provided, however, that no extension shall be longer than an additional 90 days beyond   the original response deadline.   14.2 Initial Disability Benefit Claims   If the claim is for Disability benefits, the Committee shall review the claim within 45   days of the date on which the claim is received.  If special circumstances require a longer period   for review, and the claimant is notified in writing of the extension of time within the 45-day   period, the Committee may extend the time period for responding to the claim by an additional   30 days.  If a decision still cannot be made within this 30-day extension period due to   circumstances outside the Committee’s control, the Committee may extend the time period for   responding to the claim by an additional 30 days, provided that the Committee notifies the   claimant in writing of such additional extension prior to the expiration of the original 30-day   extension period.     14.3 Initial Claim Processing and Appeal   If a claimant has not submitted sufficient information to the Committee to process a   benefit claim, the claimant shall be notified of the incomplete claim and given time to submit   additional information.  This shall extend the time in which the Committee has to respond to the   claim from the date the notice of insufficient information is sent to the claimant until the date the   claimant responds to the request.  If the claimant does not submit the requested missing   information to the Committee within a reasonable time period, the claim shall be denied.   Whenever a claim for benefits is denied, written notice, prepared in a manner calculated   to be understood by the claimant, shall be provided to the claimant, setting forth the specific   reasons for the denial, referring to the specific Plan provisions on which the denial is based,   explaining the procedures for review of the decision made by the Committee, and explaining the   claimant’s right to bring a civil action under ERISA Section 502(a) following a denial on appeal.    If the denial is based upon submission of information insufficient to support a decision, the   Committee shall specify the information which is necessary to perfect the claim and its reasons   for requiring such additional information.  Benefits shall be paid only if the Committee   determines in its discretion that a claimant is entitled them.     





 







   -63-   Any request for review must be in writing and shall be addressed to the Committee.  The   request for review shall set forth all of the grounds upon which it is based, all facts in support   thereof, and any other matters which the claimant deems pertinent.  The Committee may require   the claimant to submit such additional facts, documents, or other material as the Committee may   deem necessary or appropriate in making its review.   14.4 Appeal Procedures for Retirement Benefits   Any individual whose claim for benefits is denied in whole or in part (or such person’s   authorized representative) may appeal the denial by submitting to the Committee a written   request for review of the application within 60 days after receiving written notice of the denial   from the Committee.  The Committee shall give the claimant (or the claimant’s representative)   an opportunity to review pertinent documents and to submit written comments and other   information (even if such information was not submitted in connection with the initial claim) in   preparing such request for review.   The Committee shall act upon each request for review within 60 days after receipt thereof   unless special circumstances require an extension of time of up to an additional 60 days for   processing the request for review.  If such an extension of time for review is required, written   notice of the extension shall be furnished to the claimant prior to the end of the initial 60-day   period; provided, however that such review shall be made no later than 120 days after the   Committee’s receipt of the claimant’s written request for review.   14.5 Appeal Procedures for Disability Benefits   Any individual whose application for Disability benefits is denied in whole or in part (or   such person’s authorized representative) may appeal the denial by submitting to the Committee a   written request for review of the application within 180 days after receiving written notice of the   denial from the Committee.  The Committee shall give the claimant (or the claimant’s   representative) an opportunity to review pertinent documents and to submit written comments   and other information (even if such information was not submitted in connection with the initial   claim) in preparing such request for review.   The Committee shall act upon each request for review of a Disability claim within 45   days after receipt thereof unless special circumstances require an extension of time of up to an   additional 45 days for processing the request for review.  If such an extension of time for review   is required, written notice of the extension shall be furnished to the claimant prior to the end of   the initial 45-day period; provided, however that such review shall be made no later than 90 days   after the Committee’s receipt of the claimant’s written request for review.   14.6 Appeals Processing   Within the applicable time periods described above, the Committee shall give written   notice of its appeal decision to the claimant.  In the event the Committee confirms the denial of   the application for benefits in whole or in part, such notice shall set forth, in a manner calculated   to be understood by the claimant, the specific reasons for such denial, specific references to the   Plan provisions on which the decision was based, a statement that the claimant is entitled to   receive, upon request and free of charge, access to and copies of all documents, records, and     





 







   -64-   other information relevant to the benefit claim, and a statement regarding the claimant’s right to   bring a civil action under ERISA Section 502(a) following a denial on appeal.  In the event that   the Committee determines that the claim for benefits should not have been denied in whole or in   part, the Committee shall take appropriate remedial action.   The Committee shall establish rules and procedures, consistent with the Plan and with   ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this   Section.  The Committee may require a claimant who wishes to submit additional information in   connection with a claim or appeal to do so at the claimant’s own expense.     No action at law or in equity shall be brought to recover benefits under the Plan until the   claim and review process in this SECTION 14 has been exercised and until the Plan benefits   requested in such review have been denied in whole or in part.  If any judicial proceeding is   undertaken to appeal the denial of a claim or bring any other action under ERISA other than a   breach of fiduciary duty claim, the evidence presented shall be strictly limited to the evidence   timely presented to the Committee.  In addition, any such judicial proceeding must be filed no   later than the earliest of (i) 90 days after the Committee’s final decision regarding the claim   appeal, (ii) three years after the date on which the Participant or other claimant commenced   payment of the Plan benefits at issue in the judicial proceeding, or (iii) the statutory deadline for   filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as   determined by applying the most analogous statute of limitations for the state of Illinois.  All   decisions and communications to Participants, Spouses, Beneficiaries, or other persons regarding   a claim for benefits under the Plan shall be held strictly confidential by the Participant, Spouse,   Beneficiary (or other claimant), and the Committee, the Employers, and their agents.     





 







   -65-   SECTION 15   MANAGEMENT OF TRUSTS   15.1 Trustee and Trust Agreement   All Plan assets shall be held in the Trust.  The Trust shall be held by a Trustee under a   Trust Agreement approved by the Committee.  The Trust Agreement may provide for the joint   administration, and commingling, of the Trust Fund with the funds of any other defined   contribution plan established by any Related Employer.  The assets of the Trust shall be held,   invested and disposed of in accordance with the terms of the Trust Agreement.   15.2 Restrictions as to Reversion of Trust Fund to the Employers   Except as otherwise provided in this Subsection, all assets of the Trust Fund shall be   retained for the exclusive benefit of Participants, Alternate Payees, and Beneficiaries.  All the   Employers shall have no right, title, or interest in the assets of the Trust Fund.  No part of the   assets of the Trust Fund at any time shall revert to, or be repaid to, the Employers, directly or   indirectly, except as follows.   (a) If the Internal Revenue Service initially determines that the Plan, as applied to an   Employer, does not meet the requirements of a “qualified plan” under Code   Section 401(a), the assets of the Trust Fund attributable to contributions made by   the Employer under the Plan shall be returned to the Employer within one year of   the date of denial of qualification of the Plan as applied to the Employer.   (b) If a contribution or a portion of a contribution is made by an Employer as a result   of a mistake of fact, such contribution or portion of a contribution shall not be   considered to have been contributed to the Trust by the Employer and, after   having been reduced by any losses of the Trust allocable thereto, shall be returned   to the Employer within one year of the date the amount is paid to the Trust.   (c) Each contribution made by an Employer is conditioned upon the deductibility of   such contribution as an expense for Federal income tax purposes, to the extent the   deduction for the contribution made by the Employer is disallowed, such   contribution, or portion of such contribution, after having been reduced by any   losses of the Trust allocable thereto, shall be returned to the Employer within one   year of the date of disallowance of the deduction.   In no event may the return of a contribution pursuant to Paragraph (b) or (c) above cause any   Participant’s Accounts to be less than the amount had the contribution not been made under the   Plan.     





 







   -66-   SECTION 16   AMENDMENT AND TERMINATION   16.1 Amendment   While the Employers expect and intend to continue the Plan, the Company, by action of   the Benefits Planning Committee, reserves the right to amend the Plan, in whole or in part, from   time to time, except as follows:   (a) The duties and liabilities of the Committee under the Plan cannot be increased   substantially without its consent.   (b) No amendment shall reduce the value of a Participant’s accrued benefit (as   adjusted for income, losses, expenses, appreciation, and depreciation) to less than   the amount he or she would be entitled to receive if the Participant had resigned   from employment with all of the Employers on the effective date of the   amendment.   (c) Except as provided in Subsection 15.2 or required by the Code or other applicable   law, under no condition shall any amendment result in the return or repayment to   any Employer of any part of the Trust Fund or the income therefrom, or result in   the distribution of the Trust Fund for the benefit of anyone other than Participants   and any other persons entitled to benefits under the Plan.   No person has the authority to modify the terms of the Plan, except by means of authorized   written amendments to the Plan.  No verbal or written representations contrary to the terms of the   Plan and its written amendments shall be binding upon the Employers or the Plan.   16.2 Plan Termination   The Plan shall terminate as to all Employers on any date specified by the Company by   action of the Benefits Planning Committee with 30 days’ advance written notice of the   termination given to the Committee, the Trustee, and the other Employers.  The Plan shall   terminate as to an individual Employer on the first to occur of the following.   (a) The date the Plan is terminated by that Employer.   (b) The date that Employer is judicially declared bankrupt or insolvent.   (c) The date that Employer completely discontinues contributions under the Plan.   (d) The date that Employer ceases to be a Related Employer due to one of the   following:   (i) The sale of all or substantially all of the stock of that Employer to a person   that is not a Related Employer;     





 







   -67-   (ii) The sale of all or substantially all of the assets of that Employer to a   person that is not a Related Employer; or    (iii) The merger or consolidation of that Employer with a person that is not a   Related Employer.   Each Participant employed by an Employer that ceases to be a Related Employer   shall be considered to have terminated employment with all Related Employers   on such date and shall cease to accrue additional Plan contributions with respect   to any period of time commencing on or after such date.    16.3 Nonforfeitability and Distribution on Termination   Upon complete termination or partial termination of the Plan, or the complete   discontinuance of all Plan contributions, the rights of all affected Participants to benefits accrued   to the date of such termination, after all adjustments, shall be nonforfeitable.  Upon such   occurrence, the Committee may direct the Trustee to distribute to each Participant employed by   that Employer his or her benefits under the Plan in a lump sum (unless he or she then is   employed by a Related Employer).  However, distributions under this Subsection shall be made   only to the extent such distributions are permissible under Code Section 401(k) and applicable   Treasury Regulations.  All appropriate accounting provisions of the Plan shall continue to apply   until all Participants’ Accounts have been distributed under the Plan.   16.4 Plan Merger, Consolidation, or Spin-Off   In the case of any merger or consolidation with, or transfer of assets or liabilities to, any   other retirement plan qualified under Code Section 401(a), each Participant’s benefit shall be   equal to or greater than the benefit he or she would have been entitled to receive if the Plan had   terminated immediately before the merger, consolidation, or transfer.  If an operating unit of an   Employer is sold and the purchaser agrees to a spin-off from the Plan, the Plan Accounts of   Employees of such unit shall be transferred to a successor funding arrangement.     





 







   -68-   SECTION 17   MISCELLANEOUS   17.1 Non-Alienation of Benefits   The interests of persons entitled to benefits under the Plan are not subject to their debts or   other obligations and, except as may be required by the tax withholding provisions of the Code   or any state’s income tax act or pursuant to a Qualified Domestic Relations Order.  Plan benefits   may not be voluntarily or involuntarily sold, transferred, alienated, assigned, or encumbered.   17.2 Absence of Guaranty   Neither the Committee, the Trustee, nor any Employer in any way guarantees the Trust   Fund from loss or depreciation.  Except as required by applicable law, the Committee and the   Employers do not guarantee any payment to any person.  The liability of a Trustee or the   Committee to make any payment under the Plan shall be limited to the assets held by the Trustee   which are available for that purpose.   17.3 Employment Rights   The Plan does not constitute a contract of employment, and participation in the Plan shall   not give any Employee the right to be retained in the employ of any Employer (or any Related   Employer), nor any right or claim to any benefit under the Plan, unless such right or claim has   specifically accrued under the terms of the Plan.   17.4 Litigation by Participants or Other Persons   If a legal action begun against a Fiduciary, a Related Employer, or any person or persons   to whom the Fiduciary has delegated all or part of its duties hereunder, by or on behalf of any   person results adversely to that person, or if a legal action arises because of conflicting claims to   a Participant’s or other person’s benefits, the cost to the Fiduciary, a Related Employer, or any   person or persons to whom the a Fiduciary has delegated all or part of its duties hereunder of   defending the action shall be charged to the Accounts of individuals or Participants involved in   the action to the extent permitted by law.   17.5 Evidence   Evidence required of anyone under the Plan may be by certificate, affidavit, document, or   other information that the person acting on it considers pertinent and reliable, and signed, made,   or presented by the proper party or parties.   17.6 Waiver of Notice   Any notice required under the Plan may be waived by the person entitled to such notice.     





 







   -69-   17.7 Controlling Law   Except to the extent superseded by laws of the United States, the laws of Illinois shall be   controlling in all matters relating to the Plan.     17.8 Statutory References   Any reference in the Plan to a section of the Code or ERISA, or to a section of any other   Federal law, shall include any comparable section or sections of any future legislation that   amends, supplements, or supersedes that section.   17.9 Severability   In case any provision of the Plan shall be held illegal or invalid for any reason, such   illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be   construed and enforced as if such illegal and invalid provision had never been set forth in the   Plan.   17.10 Action By Employers   Any action required or permitted to be taken by an Employer under the Plan shall be by   resolution of its board of directors, by resolution of a duly authorized committee of its board of   directors, or by a person or persons authorized by resolution of its board of directors or such   committee.   17.11 Gender and Number   Where the context permits, words in the masculine gender shall include the feminine and   neuter genders, the singular shall include the plural, and the plural shall include the singular.   17.12 Examination of Documents   Copies of the Plan and Trust, and any amendments thereto, are on file at the office of the   Company where they may be examined by any Participant or other person entitled to benefits   under the Plan during normal business hours.   17.13 Manner of Delivery   Each notice or statement provided to a Participant shall be delivered in any manner   established by the Committee and in accordance with applicable law, including, but not limited   to, electronic delivery.   17.14 Effect on Other Benefits   Except as otherwise specifically provided under the terms of any other employee benefit   plan of an Employer, a Participant’s participation in this Plan shall not affect the benefits   provided under such other employee benefit plan.     





 







   -70-   17.15 Headings   The headings of Sections, Subsections, and Paragraphs are included solely for reference   and convenience and are not intended to modify or otherwise affect the text of the Plan.   17.16 No Third-Party Beneficiaries   The Plan constitutes the entire agreement of the parties and supersedes all prior   agreements and undertakings, both written and oral, between the parties, or any of them, with   respect to the subject matter hereof and are not intended to confer upon any other person any   rights or remedies hereunder.     





 







   -71-   SECTION 18   TOP HEAVY RULES    18.1 Purpose and Effect   The purpose of this SECTION 18 is to comply with the requirements of Code Section   416.  The provisions of this Section shall be effective for each Plan Year in which the Plan is a   “Top-Heavy Plan” within the meaning of Code Section 416(g); provided, however, that this   Section shall apply with respect to only those Participants whose employment is not subject to a   collective bargaining agreement between the Employers and a union that provides for their   participation in the Plan.   18.2 Top Heavy Plan   In general, the Plan shall be a Top-Heavy Plan for any Plan Year if, as of the last day of   the preceding Plan Year (the “Determination Date”), the aggregate Accounts of Participants who   are Key Employees (as defined in Subsection 18.3) exceed 60% of the aggregate Accounts of all   Participants.  In making the foregoing determination, the following rules shall apply.   (a) A Participant’s Accounts shall be increased by the aggregate distributions, if any,   made with respect to the Participant during the one-year period ending on the   Determination Date (including distributions under a terminated plan which, had it   not been terminated, would have been aggregated with this Plan under Code   Section 416(g)(2)(A)(i)).  In the case of a distribution made for a reason other   than Severance From Service, death or Disability, the one-year period shall be   replaced with a five-year period.   (b) The Account of, and distributions to, a Participant who was previously a Key   Employee, but who is no longer a Key Employee, shall be disregarded.   (c) The Account of a Beneficiary of a Participant shall be considered the Account of   a Participant.   (d) The Account of a Participant who did not perform any services for the Employers   during the one-year period ending on the Determination Date shall be disregarded.   (e) Any Catch-Up Contributions or any Rollover Contributions (or similar transfer)   from a plan maintained by a corporation other than a Related Employer shall not   be taken into account as part of the Participant’s aggregate Accounts.   18.3 Key Employee   In general, a “Key Employee” is an Employee or former Employee (including any   deceased Employee) who, at any time during the Plan Year that includes the Determination Date,   was:     





 







   -72-   (a) An officer of a Related Employer receiving annual Code Section 415   Compensation greater than $170,000 (as adjusted under Code Section 416(i)(l));   (b) A 5% owner of a Related Employer; or   (c) A 1% owner of a Related Employer receiving annual Code Section 415   Compensation from any of the Related Employers of more than $150,000.   The determination of who is a Key Employee shall be made in accordance with Code Section   416(i)(1) and the Treasury Regulations and other guidance issued thereunder.   18.4 Minimum Vesting   For any Plan Year in which the Plan is a Top-Heavy Plan and each subsequent Plan Year,   a Participant who has completed at least three years of Vesting Service shall be 100% vested in   his or her Accounts.   18.5 Minimum Employer Contribution   For any Plan Year in which the Plan is a Top-Heavy Plan, the Employer contribution, if   any, credited to each Participant who is not a Key Employee shall not be less than 3% of such   Participant’s Code Section 415 Compensation for that year.  Notwithstanding the foregoing, in   no event shall an Employer contribution credited in any year to a Participant who is not a Key   Employee (expressed as a percentage of such Participant’s Code Section 415 Compensation)   exceed the maximum Employer contribution credited in that year to a Key Employee (expressed   as a percentage of such Key Employee’s Code Section 415 Compensation).   For purposes of the foregoing, Pre-Tax, Catch-Up, and After-Tax Contributions shall not   be considered Employer contributions, but Matching Contributions shall be considered Employer   contributions and shall be taken into account for purposes of satisfying the minimum   contribution requirements of Code Section 416(c)(2) and the Plan.  The preceding sentence shall   apply with respect to any Matching Contributions under the Plan or, if the Plan provides that the   minimum contribution requirement shall be met in another plan (including another plan that   meets the requirements of Code Section 401(k)(12) and/or the requirements of Code Section   401(m)(11)), such other plan.  Matching Contributions that are used to satisfy the minimum   contribution requirements shall be treated as Matching Contributions for purposes of Subsection   8.5 and the other requirements of Code Section 401(m).     If an Employer maintains more than one plan, the minimum Employer contribution   otherwise required under this Subsection may be reduced in accordance with Treasury   Regulations to either coordinate the minimum Employer contribution or prevent inappropriate   duplications of minimum contributions or benefits.     18.6 Aggregation of Plans   Each other defined contribution plan and defined benefit plan maintained by the Related   Employers that covers a Key Employee as a participant, or that is maintained by the Related   Employers in order for a Plan covering a Key Employee to qualify under Code Sections     





 







   -73-   401(a)(4) and 410, shall be aggregated with this Plan in determining whether this Plan is a Top-   Heavy Plan.  In addition, any other defined contribution plan or defined benefit plan of the   Related Employers may be included if all such plans which are included when aggregated shall   continue to qualify under Code Sections 401(a)(4) and 410.    





 







   A-1   SUPPLEMENT A   Special Provisions Applicable to the    Federal Signal Technologies Division of the Company   A-1 Introduction.  On the Closing Date (as defined in the Asset Purchase Agreement   between the Company and 3M Company  dated June 21, 2012 (the “Purchase Agreement”)),   3M Company (the “Buyer”) will purchase all of the assets of the Federal Signal Technologies   division of the Company (“FST”) from the Company, and Federal APD, Inc., PIPs Technology,   Inc., Sirit Corp. and VESystems, LLC will cease to be a subsidiaries of the Company on such   date.  As of the Closing Date, the Buyer will establish a defined contribution retirement plan   (the “Buyer Plan”), which satisfies the requirements of Code Section 401(a) and contains a cash   or deferred arrangement that satisfies the requirements of Code Section 401(k).  Effective on   the Closing Date (or such other date as designated by the Committee) (the “Transfer Date”), the   portion of the Plan attributable to all Supplement A Account Holders (defined below) (the   “Transfer Portion”) shall be merged into, and continued in the form of, the Buyer Plan.  The   merger of the Transfer Portion into the Buyer Plan (and the corresponding transfer of assets)   shall comply with Code Sections 401(a)(12), 411(d)(6), and 414(l).  A “Supplement A Account   Holder” means each Transferring Employee (as defined in the Purchase Agreement) who is a   Participant in the Plan.     A-2 Cessation of Contributions and Participation.  No contributions shall be made   under the Plan by or on behalf of any Supplement A Account Holder for any Compensation   earned, or any bonus or other special Compensation paid in connection with the sale of FST, on   or after the Closing Date.  Each Supplement A Account Holder shall cease active participation   in the Plan as of the Closing Date; provided, however, no Supplement A Account Holder shall   have the right to a distribution of his or her Account balance under the Plan prior to the Transfer   Date (unless otherwise required under the terms of the Plan).   A-3 Transfer of Account Balances.  On the Transfer Date, liabilities equal to the   aggregate Account balances, as adjusted through the Transfer Date, of each Supplement A   Account Holder shall be transferred to the Buyer Plan and credited to the corresponding   account maintained for each Supplement A Account Holder in the Buyer Plan.  Thereafter, such   accounts shall be subject to the terms and conditions of the Buyer Plan, and this Plan shall have   no further liability with respect thereto.     A-4 Transfer of Assets.  On the Transfer Date, assets equal to the aggregate Account   balances, as adjusted through the Transfer Date, of the Supplement A Account Holders shall be   spun off and merged (in cash or in kind, as determined by the Committee and the plan   administrator of the Buyer Plan) into the trust that funds the Buyer Plan.  To facilitate this   transfer, a Supplement A Account Holder may not make transfers among Investment Funds,   receive in-service withdrawals, or obtain new loans in accordance with rules established by the   Committee.   A-5 Committee’s Actions.  The Committee shall take such actions as it deems   necessary or desirable to accomplish the transfer as described in this Supplement A.     





 







   A-2   A-6 Use of Terms.  Terms used in this Supplement A shall, unless defined in this   Supplement A or otherwise noted, have the meanings given to those terms in the Plan.