exv10wmm






EXHIBIT
MM




FIRST AMENDMENT 

OF THE

FEDERAL SIGNAL CORPORATION SAVINGS RESTORATION PLAN




          WHEREAS, Federal Signal Corporation (the “Company”) maintains the Federal Signal Corporation
Savings Restoration Plan (the “Plan”) for the benefit of certain of its employees; and




          WHEREAS, the Plan provides in Section 12 for the amendment of the Plan by the Benefits
Planning Committee; and




          WHEREAS, the Company has agreed to provide for a notional contribution to the Plan for William
H. Osborne (“Osborne”) in the amount of $200,000 and in the same amount of $200,000 on each
anniversary of Osborne’s employment date for the next nine years provided he is employed by the
Company on such anniversary date; and




          WHEREAS, it is deemed advisable and in the best interest of the Company that the following
amendment to the Plan be adopted, to reflect the notional contribution for Osborne as described
above;




          NOW, THEREFORE, the Plan is hereby amended, effective as of September 15, 2008, by adding the
following new Supplement B to the Plan, immediately following Supplement A thereof, in the form
attached hereto.




* * *




[signatures follow on next page]




 









 





     IN WITNESS WHEREOF, this Amendment has been executed by the Benefits Planning Committee on
behalf of the Company, this                day of                     , 2008.



	 	 	 
	 

	 	FEDERAL SIGNAL CORPORATION 

BENEFITS PLANNING COMMITTEE
	 
	 	 
	 

	 	 
	 

	 	Interim President and Chief Executive Officer,


James E. Goodwin
	 
	 	 
	 

	 	 
	 

	 	Sr. Vice President and Chief Financial Officer, 

Stephanie K. Kushner
	 
	 	 
	 

	 	 
	 

	 	Sr. Vice President and General Counsel, 

Jennifer L. Sherman
	 
	 	 
	 

	 	 
	 

	 	Vice President and Controller,


David E. Janek
	 
	 	 
	 

	 	 
	 

	 	Vice President—Human Resources, SSG,


Guy T. Wernet
	 
	 	 
	 

	 	 
	 

	 	Vice President—Human Resources, ESG,


Julie A. Cook






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SUPPLEMENT B




Special Contributions for William H. Osborne




     B-1. Special Contributions. Beginning in Plan Year 2008 and for each of the nine
Plan years thereafter, the Company shall make a Special Contribution to the Company Contribution
Account of William H. Osborne (“Osborne”) under this Plan in the amount of $200,000 for 2008, and
an additional $200,000 per year for the next nine years beginning in 2009 and ending in 2017. Such
Special Contributions shall be made in the manner determined by the Committee and on the
anniversary of the date of Osborne’s employment with the Company (September 15, 2008), and each
Plan Year’s Special Contribution shall be made to the Plan only in the event that Osborne is
employed on the anniversary of his date of hire; i.e., September 15 of the applicable Plan Year, as
President and Chief Executive Officer of Federal Signal Corporation.



     B-2. Vesting of Special Contributions. Each Special Contribution shall be vested
over a three-year period at the rate of one-third of the applicable amount in each year as of the
anniversary date of Osborne’s first date of employment with the Company, so that each Special
Contribution shall be 33-1/3% vested on September 15 of the year following the year of
contribution, 66-2/3% vested on September 15 of the second year following the year of contribution,
and 100% vested on September 15 of the third year following the year of contribution.



     B-3. Other Provisions of the Plan Applicable. All other provisions of the Plan are
applicable to Special Contributions made under this Supplement B.




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