restatementoffederalsign






AmericasActive:14265831.9                                             FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN    (As Amended and Restated Effective as of January 1, 2020)  





 






AmericasActive:14265831.9   TABLE OF CONTENTS  PAGE      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 Appendices, Supplements, and Exhibits ........................................ 2  SECTION 2 ................................................................................................................................ 3  DEFINITIONS ............................................................................................................... 3  SECTION 3 .............................................................................................................................. 16  ELIGIBILITY AND PARTICIPATION ..................................................................... 16  3.1 Participation Prior to Effective Date .................................................... 16  3.2 Eligibility for Participant and Matching Contributions ....................... 16  3.3 Eligibility for Service Based Contributions ......................................... 16  3.4 Ineligible Employees ........................................................................... 16  3.5 Period of Participation ......................................................................... 16  3.6 Reemployment ..................................................................................... 17  SECTION 4 .............................................................................................................................. 18  PARTICIPANT CONTRIBUTIONS .......................................................................... 18  4.1 Pre-Tax Contributions, Deemed Contributions, and  Automatic Annual Increase ................................................................. 18  4.2 After-Tax Contributions ....................................................................... 19  4.3 Catch-Up Contributions ....................................................................... 20  4.4 Roth Contributions ............................................................................... 20  4.5 Roth Catch-Up Contributions .............................................................. 20  4.6 Limitation on Total Participant Contributions ..................................... 20  4.7 Rules Applicable to Participant Contributions .................................... 21  4.8 Timing of Participant Contributions .................................................... 21  4.9 Rollover Contributions, Roth Rollover Contributions, and  After-Tax Rollover Contributions ........................................................ 21  4.10 Uniformed Service Absence ................................................................ 22  SECTION 5 .............................................................................................................................. 23  EMPLOYER CONTRIBUTIONS ............................................................................... 23  5.1 Matching Contributions ....................................................................... 23  5.2 Service Based Contributions ................................................................ 23  5.3 Payment, Limitations, Verification, and Form of Payment  of Employer Contributions .................................................................. 23  -i-  





 






AmericasActive:14265831.9   TABLE OF CONTENTS  PAGE  SECTION 6 .............................................................................................................................. 24  INVESTMENT AND FEDERAL SIGNAL STOCK PROVISIONS ......................... 24  6.1 Investment Funds ................................................................................. 24  6.2 Investment Fund Elections and Transfers ............................................ 24  6.3 Election Procedures ............................................................................. 25  6.4 Administration of Federal Signal Stock Fund ..................................... 25  6.5 Dividend Election ................................................................................ 25  6.6 Voting of Shares in Federal Signal Stock Fund ................................... 26  6.7 Tendering of Shares in Federal Signal Stock Fund .............................. 26  6.8 Confidentiality of Voting and Tender Directions ................................ 27  6.9 Invalidity of Voting or Tender Procedures .......................................... 27  6.10 Unitized Federal Signal Stock Fund .................................................... 27  6.11 Valuation of Investment Funds ............................................................ 28  6.12 Voting of Shares in Mutual Funds ....................................................... 28  SECTION 7 .............................................................................................................................. 29  ACCOUNTS ................................................................................................................ 29  7.1 Participants’ Accounts ......................................................................... 29  7.2 ESOP Subaccounts ............................................................................... 31  7.3 Adjustment of Accounts ...................................................................... 31  7.4 Statement of Account ........................................................................... 31  7.5 Accounts for Alternate Payees ............................................................. 31  7.6 Order    and    Timing    of    Withdrawals,    Loans,    and  Distributions ......................................................................................... 32  SECTION 8 .............................................................................................................................. 33  CONTRIBUTION AND BENEFIT LIMITATIONS .................................................. 33  8.1 Contribution Limitations ...................................................................... 33  8.2 Combining of Plans .............................................................................. 33  8.3 Dollar Limitations on Pre-Tax and Roth Contributions ...................... 33  8.4 Percentage Limitations on Pre-Tax and Roth Contributions ............... 34  8.5 Percentage Limitations on After-Tax Contributions ............................ 35  8.6 Calculating Income Allocable to Excess Deferrals and  Contributions ....................................................................................... 36  8.7 Corrective Contributions/Reallocations ............................................... 36  8.8 Safe Harbor Contributions ................................................................... 37  SECTION 9 .............................................................................................................................. 38  VESTING AND FORFEITURES ............................................................................... 38  9.1 Participant Contributions ..................................................................... 38  9.2 Matching Contributions ....................................................................... 38  9.3 Service Based Contributions ................................................................ 38  9.4 Qualified Nonelective Contributions ................................................... 38  9.5 Prior Plan ESOP Contributions ............................................................ 38  9.6 Amendments to Vesting Schedule ....................................................... 39  -ii-  





 






AmericasActive:14265831.9   TABLE OF CONTENTS  PAGE  9.7 Forfeitures ............................................................................................ 39  9.8 Reinstatement of Accounts for Rehires ............................................... 39  9.9 Death Benefits under Qualified Military Service ................................ 39  SECTION 10 ............................................................................................................................ 40  PAYMENTS ................................................................................................................ 40  10.1 Form of Payment .................................................................................. 40  10.2 Time of Payment .................................................................................. 40  10.3 Direct Rollover of Eligible Rollover Distribution ............................... 41  10.4 Distribution of Roth Accounts ............................................................. 42  10.5 Designation of Beneficiary .................................................................. 43  10.6 Minimum Distribution Requirements .................................................. 44  10.7 Missing Persons ................................................................................... 45  10.8 Recovery of Benefits ............................................................................ 46  10.9 Facility of Payment .............................................................................. 46  SECTION 11 ............................................................................................................................ 47  IN-SERVICE WITHDRAWALS ................................................................................ 47  11.1 Hardship Withdrawals ......................................................................... 47  11.2 Withdrawals Upon Attainment of Age 591⁄2 ........................................ 48  11.3 Withdrawals Upon Attainment of Normal Retirement Age ................ 48  11.4 Withdrawals From After-Tax Account ................................................ 49  11.5 Withdrawals From Rollover Account, After-Tax Rollover  Account, and Roth Rollover Account .................................................. 49  11.6 Withdrawals From Balances Transferred from the PIPs  Plan ...................................................................................................... 49  11.7 Distributions To Individuals Performing Military Service .................. 49  11.8 Application for In-Service Withdrawals .............................................. 50  SECTION 12 ............................................................................................................................ 51  LOANS ........................................................................................................................ 51  12.1 Terms and Conditions of Loans ........................................................... 51  12.2 Amount of Loans ................................................................................. 51  12.3 Repayment of Loans ............................................................................ 51  12.4 Unpaid Loans ....................................................................................... 52  SECTION 13 ............................................................................................................................ 53  ADMINISTRATION OF PLAN ................................................................................. 53  13.1 Plan Administrator ............................................................................... 53  13.2 Indemnification .................................................................................... 54  13.3 Organization of Committee .................................................................. 54  13.4 Committee Actions .............................................................................. 54  13.5 Committee General Powers, Rights, and Duties .................................. 55  13.6 Reports ................................................................................................. 56  13.7 Information Required by Committee ................................................... 56  TABLE OF CONTENTS  





 






AmericasActive:14265831.9   PAGE  13.8 Allocations and Delegations of Responsibility .................................... 56  13.9 Interested Committee Member ............................................................ 56  13.10 Removal or Resignation ....................................................................... 56  13.11 Compensation and Expenses ................................................................ 57  13.12 Uniform Application of Rules ............................................................. 57  13.13 Committee’s Decision Final ................................................................ 57  SECTION 14 ............................................................................................................................ 58  Claims Procedures ....................................................................................................... 58  14.1 Initial Retirement Benefit Claims ........................................................ 58  14.2 Initial Disability Benefit Claims .......................................................... 58  14.3 Initial Claim Processing and Appeal.................................................... 58  14.4 Appeal Procedures for Retirement Benefits ........................................ 59  14.5 Appeal Procedures for Disability Benefits .......................................... 59  14.6 Appeals Processing .............................................................................. 60  SECTION 15 ............................................................................................................................ 62  MANAGEMENT OF TRUSTS ................................................................................... 62  15.1 Trustee and Trust Agreement ............................................................... 62  15.2 Restrictions as to Reversion of Trust Fund to the  Employers ............................................................................................ 62  SECTION 16 ............................................................................................................................ 63  AMENDMENT AND TERMINATION ..................................................................... 63  16.1 Amendment .......................................................................................... 63  16.2 Plan Termination .................................................................................. 63  16.3 Nonforfeitability and Distribution on Termination .............................. 64  16.4 Plan Merger, Consolidation, or Spin-Off ............................................. 64  SECTION 17 ............................................................................................................................ 65  MISCELLANEOUS .................................................................................................... 65  17.1 Non-Alienation of Benefits .................................................................. 65  17.2 Absence of Guaranty ............................................................................ 65  17.3 Employment Rights ............................................................................. 65  17.4 Litigation by Participants or Other Persons ......................................... 65  17.5 Evidence ............................................................................................... 65  17.6 Waiver of Notice .................................................................................. 65  17.7 Controlling Law ................................................................................... 66  17.8 Statutory References ............................................................................ 66  17.9 Severability .......................................................................................... 66  17.10 Action By Employers ........................................................................... 66  17.11 Gender and Number ............................................................................. 66  17.12 Examination of Documents .................................................................. 66  17.13 Manner of Delivery .............................................................................. 66  17.14 Effect on Other Benefits ...................................................................... 66  TABLE OF CONTENTS  PAGE  





 






AmericasActive:14265831.9   17.15 Headings .............................................................................................. 67  17.16 No Third-Party Beneficiaries ............................................................... 67  SECTION 18 ............................................................................................................................ 68  TOP HEAVY RULES ................................................................................................. 68  18.1 Purpose and Effect ............................................................................... 68  18.2 Top Heavy Plan .................................................................................... 68  18.3 Key Employee ...................................................................................... 68  18.4 Minimum Vesting ................................................................................ 69  18.5 Minimum Employer Contribution ....................................................... 69  18.6 Aggregation of Plans ............................................................................ 69    APPENDIX A Certain Non-Union Participants – Contributions and Vesting  APPENDIX B Non-Union Joe Johnson Equipment, HighMark Traffic Services, Mark Rite Lines  Equipment, and TBEI Participants –  Contributions and Vesting  APPENDIX C IAM Local 701 Employees – Contributions and Vesting  APPENDIX D Sheet Metal Workers Local 265 Employees – Contributions and Vesting  APPENDIX E IBEW Local 134 Employees – Contributions and Vesting  APPENDIX F TBEI Union Employees –  Contributions and Vesting    SUPPLEMENT A  Special Provisions Applicable to the Federal Signal Technologies Division of the Company    SUPPLEMENT B  Special Provisions Applicable to the Merger of the TBEI 401(k) Savings Plan into the Plan    SUPPLEMENT C Special Provisions Applicable to the Merger of the TBEI 401(k) Rugby Union  Savings Plan into the Plan    EXHIBIT A  List of Former Employers  





 






-1-  AmericasActive:14265831.9    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, January 1, 2010 for a  Prior Plan merger and various other changes considered desirable by the Company, as well as  January 1, 2015 for various 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), with a cash or deferred arrangement intended to  satisfy the requirements of Code Section 401(k), and, effective January 1, 2020, a “qualified  Roth contribution program” intended to satisfy the requirements of Code Section 402A.    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, 2020, 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, 2020. The rights and  benefits of any Participant who had a Severance From Service prior to this restatement date  (including, but not limited to, those Participants who had a Severance From Service as a result of  their Employer ceasing to be an Employer under the Plan as reflected in Exhibit A) 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-  AmericasActive:14265831.9    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 Appendices, Supplements, and Exhibits    The provisions of the Plan may be modified by appendices, supplements, and exhibits to  the Plan. The terms and provisions of each appendix, supplement, and exhibit 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 appendix, supplement, or exhibit.  





 






-3-  AmericasActive:14265831.9    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 elected to make on an  after-tax basis prior to January 1, 2020 as described in Subsection 4.2. 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, 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 4.9.    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, Roth Contributions, Matching Contributions, Service Based  Contributions, and, prior to January 1, 2020, After-Tax 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  





 






-4-  AmericasActive:14265831.9    Limitation Year as required by Code Section 415 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-  AmericasActive:14265831.9    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 Paragraph  13.1(a).    2.20 Company    “Company” means Federal Signal Corporation, a Delaware corporation, its successors  and assigns.  





 






-6-  AmericasActive:14265831.9    2.21 Compensation    “Compensation” means compensation as defined in Treasury Regulation Section  1.414(s)-1(c)(4).    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 recruiting and sign-on bonus payments as well as 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 $285,000 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  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  





 






-7-  AmericasActive:14265831.9    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, which, for the purposes of extending the Plan to  employees of Related Employers, shall include Federal Signal Corporation, each Related  Employer that is listed in the applicable Appendix to the Plan (and is not listed in Exhibit A to  the Plan), and each other Related Employer that extends the Plan to its Employees with the  consent of the Benefits Planning Committee. Certain former Employers under the Plan are listed  in Exhibit A to the Plan.    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-  AmericasActive:14265831.9    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 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 $125,000 (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.    2.32 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  (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  





 






-9-  AmericasActive:14265831.9    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.    2.33 Investment Committee    “Investment Committee” means the Investment Committee of the Company.    2.34 Investment Fund(s)    “Investment Fund(s)” means the funds described in Subsection 6.1 held under the Trust  Fund.    2.35 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 SECTION 3 as an Employee.    2.36 Limitation Year    “Limitation Year” means the Plan Year.    2.37 Match Account    “Match Account” means any one of the Accounts so designated and provided for in  Paragraph 7.1(d).  





 






-10-  AmericasActive:14265831.9    2.38 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 Section 415 contained in  Subsection 8.1, Matching Contributions shall not include contributions made pursuant to Code  Section 414(u) by reason of an eligible Employee’s qualified military service.    2.39 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.    2.40 Non-Participating Employer    “Non-Participating Employer” means any Related Employer which is not an Employer.    2.41 Normal Retirement Age    “Normal Retirement Age” means age 65.    2.42 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  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.    2.43 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.    2.44 Plan    “Plan” means this Federal Signal Corporation Retirement Savings Plan.    2.45 Plan Year    “Plan Year” means the calendar year.  





 






-11-  AmericasActive:14265831.9    2.46 Pre-Tax Account    “Pre-Tax Account” means any one of the Accounts so designated and provided for in  Paragraph 7.1(e).    2.47 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, 8.3 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.    2.48 Prior Plan    “Prior Plan” means the applicable plan qualified under Code Section 401(a) that has  merged with and into the Plan. Such mergers shall comply with the provisions of Code Sections  401(a)(12), 401(l), and 411(d)(6). Plan mergers may be reflected in Supplements to the Plan.    2.49 Prior Plan ESOP Account    “Prior Plan ESOP Account” means any one of the Accounts so designated and provided  for in Paragraph 7.1(f).    2.50 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  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.    2.51 Qualified Nonelective Account    “Qualified Nonelective Account” means any one of the Accounts so designated and  provided for in Paragraph 7.1(g).    2.52 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).  





 






-12-  AmericasActive:14265831.9    2.53 Rollover Account    “Rollover Account” means any of the Accounts so designated and provided for in  Paragraph 7.1(h).    2.54 Rollover Contributions    “Rollover Contributions” mean amounts (other than After-Tax and Roth Rollover  Contributions) attributable to part or all of a Rollover Contribution to this Plan pursuant to  Subsection 4.9.    2.55 Roth Catch-Up Account    “Roth 401(k) Contribution Account” means the Account so designated and provided for  in Paragraph 7.1(j).    2.56 Roth Catch-Up Contributions    “Roth Catch-Up Contributions” mean the compensation deferrals that (i) an eligible  Participant elects to make pursuant to Subsection 4.5 and designates irrevocably at the time of  the cash or deferred election as Roth Catch-Up Contributions under Code Sections 402A and  414(v), which are being made in lieu of all or a portion of the Catch-Up Contributions the  Participant is otherwise eligible to make under the Plan, and (ii) the Employer treats as includible  in the Participant’s gross income at the time the Participant would have received that amount in  cash if the Participant had not made an election to defer such amount. Unless specifically  provided otherwise, Roth Catch-Up Contributions shall be treated as Catch-Up Contributions for  all purposes under the Plan.    2.57 Roth Account    “Roth Account” means any one of the Accounts so designated and provided for in  Paragraph 7.1(i).    2.58 Roth Contributions    “Roth Contributions” mean the compensation deferrals that (i) a Participant elects to  make pursuant to Subsection 4.4 and designates irrevocably at the time of the cash or deferred  election as Roth Contributions under Code Sections 402(g) and 402A, which are being made in  lieu of all or a portion of the Pre-Tax Contributions the Participant is otherwise eligible to make  under the Plan, and (ii) the Employer treats as includible in the Participant’s gross income at the  time the Participant would have received that amount in cash if the Participant had not made an  election to defer such amount. Notwithstanding the foregoing, for purposes of implementing the  required limitations of Code Sections 401(k), 402(g) and 415 contained in Subsections 8.4, 8.3,  and 8.1, Roth Contributions shall not include Roth Catch-Up Contributions or deferrals made  pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military service.  Unless specifically provided otherwise, Roth Contributions shall be treated as Pre-Tax  Contributions for all purposes under the Plan.  





 






-13-  AmericasActive:14265831.9    2.59 Roth Rollover Account    “Roth Rollover Account” means any of the Accounts so designated and provided for in  Paragraph 7.1(k).    2.60 Roth Rollover Contributions    “Roth Rollover Contributions” mean Roth contributions and/or Roth catch-up  contributions that form part or all of a rollover contribution transferred to this Plan pursuant to  Subsection 4.9.    2.61 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.    2.62 Service Based Contribution Account    “Service Based Contribution Account” means any one of the Accounts so designated and  provided for in Paragraph 7.1(l).    2.63 Service Based Contributions    “Service Based Contributions” mean any contributions made to the Service Based  Contribution Account of a Participant by an Employer as provided for in Subsection 5.2. Prior  “Retirement Contributions” under the Plan may have also been made to the Service Based  Contribution Account of certain Participants.    2.64 Severance From Service    “Severance From Service” means the earlier of the following dates:    (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.  





 






-14-  AmericasActive:14265831.9    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.    2.65 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.    2.66 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)).    2.67 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.    2.68 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.    2.69 Trustee    “Trustee” means the person appointed to act as Trustee under the Trust, including any  successor Trustee.    2.70 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 9.  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.  





 






-15-  AmericasActive:14265831.9    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.    2.71 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. Notwithstanding the foregoing, effective as  of July 1, 2019, for each Participant who was an active participant in the Mark Rite Lines  Equipment Co., Inc. Retirement Plan (the “Mark Rite 401(k) Plan”) immediately prior to July 1,  2019 (a “Mark Rite Participant”), such Mark Rite Participant’s period of employment with Mark  Rite Lines Equipment Co., Inc. or High Mark Traffic Services, Inc. (or other participating  employer under the Mark Rite 401(k) Plan) (such participating employers under the Mark Rite  401(k) Plan referred to collectively as “Mark Rite”), beginning with such Mark Rite Participant’s  most recent date of hire (or rehire) by Mark Rite, shall be counted in full for purposes of  determining such Participant’s Years of Eligibility Service.  





 






-16-  AmericasActive:14265831.9    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 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, an Employee who is not  described in Subsection 3.1 shall become a Participant with respect to Pre-Tax, Roth, Catch-Up,  Roth Catch-Up, and Matching Contributions (if applicable) in accordance with the applicable  Appendix. A Participant shall only be eligible for Matching Contributions if, and to the extent,  expressly provided for in the applicable Appendix to the Plan.    3.3 Eligibility for Service Based Contributions    If otherwise permitted by the Plan or the applicable Employer, an Employee who is not  described in Subsection 3.1 shall become a Participant with respect to Service Based  Contributions (if applicable) if provided for in the applicable Appendix to the Plan. A  Participant shall only be eligible for Service Based Contributions if, and to the extent, expressly  provided for in the applicable Appendix to the Plan.    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 or applicable Appendix 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-  AmericasActive:14265831.9    (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, 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.  





 






-18-  AmericasActive:14265831.9    SECTION 4  PARTICIPANT CONTRIBUTIONS  4.1 Pre-Tax Contributions, Deemed Contributions, and Automatic Annual Increase    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. Subject to the conditions and limitations  of the Plan, (i) each Participant whose participation in the Plan is not subject to a  collective bargaining agreement; and (ii) effective January 1, 2018, each eligible  Participant who (A) is an IBEW Local 134 Employee (as defined in Appendix E)  and (B) is employed at the Company’s Signal Division; who does not make an  affirmative Pre-Tax or Roth Contribution election (including an election to not  make Pre-Tax or Roth Contributions) within 30 days of first becoming eligible  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 (or Roth) 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 Contribution Rate. Subject to an applicable Supplement, 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)  or Roth compensation deferrals on file under the Prior Plan, shall be deemed to  have elected the same percentage of Pre-Tax or Roth Contributions, respectively,  as he or she elected under the Prior Plan until he or she makes a Pre-Tax  Contribution election under this Subsection 4.1 or a Roth Contribution election  under Subsection 4.4. Each Participant who was eligible to participate in a Prior  Plan but did not have an election to make Code Section 401(k) or Roth  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 (or Roth) 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  





 






-19-  AmericasActive:14265831.9    of cash in lieu of making Pre-Tax Contributions. Notwithstanding the foregoing  provisions of this Paragraph 4.1(b) to the contrary, each Mark Rite Participant  who, immediately before becoming a Mark Rite Participant in this Plan, had an  election to make Code Section 401(k) or Roth compensation deferrals on file  under the Mark Rite 401(k) Plan shall be deemed to have elected the same  percentage of deferrals as he or she elected under the Mark Rite 401(k) Plan as  Pre-Tax Contributions until he or she makes a Pre-Tax Contribution election  under this Subsection 4.1 or a Roth Contribution election under Subsection 4.4.  Each Mark Rite Participant who, immediately before becoming a Mark Rite  Participant in this Plan, was eligible to participate in the Mark Rite 401(k) Plan  but was not making Code Section 401(k) or Roth compensation deferrals under  the Mark Rite 401(k) Plan shall be deemed to have elected not to make any Pre-  Tax, Roth, or, prior to January 1, 2020, After-Tax Contributions until he or she  makes a contribution election under this Subsection 4.1, Subsection 4.4, and/or,  prior to January 1, 2020, Subsection 4.2, as applicable.    (c) Automatic Annual Increase. Subject to the conditions and limitations of the  Plan and an applicable Supplement, (i) each Participant whose participation in the  Plan is not subject to a collective bargaining agreement; and (ii) effective January  1, 2018, each eligible Participant who (A) is an IBEW Local 134 Employee (as  defined in Appendix E) and (B) is employed at the Company’s Signal Division;  shall be deemed to have elected to increase his or her Pre-Tax Contribution rate  or, effective January 1, 2021, his or her Roth 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, his or her Roth Contribution rate, or the sum of his or her Pre-  Tax Contribution rate and his or her Roth Contribution rate to exceed 10%. If a  Participant has elected to make both Pre-Tax Contributions and Roth  Contributions, then the automatic annual increase shall apply to his or her Pre-Tax  Contribution rate. 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. In  addition, this automatic annual increase shall not apply to a Mark Rite Participant,  unless such Mark Rite 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    Prior to January 1, 2020, each Participant was also allowed to make After-Tax  Contributions by electing to contribute an amount from his or her Compensation after the  





 






-20-  AmericasActive:14265831.9    imposition of Federal income taxes. Subject to the conditions and limitations of the Plan, each  Participant was allowed to 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 were made by regular payroll deductions or in any other method approved by the  Committee. On and after January 1, 2020, no Participant shall be allowed to make After-Tax  Contributions under the Plan.    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), 401(k)(12), 410(b), or 416, as applicable, by reason of a Participant’s Catch-Up  Contributions.    4.4 Roth Contributions    Each Participant may make Roth Contributions by electing to defer an amount of  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  Roth 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 Roth Contributions is in effect. An Employee is not required to  make Roth Contributions in order to participate in the Plan.    4.5 Roth Catch-Up Contributions    All Participant who are eligible to make Roth 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 Roth 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), 401(k)(12), 410(b), or 416, as applicable, by reason of a Participant’s Roth Catch-Up  Contributions.    4.6 Limitation on Total Participant Contributions    A Participant’s aggregate Pre-Tax Contributions and Roth Contributions for any pay  period may not exceed 40% of the Participant’s Compensation for that pay period. In the event  that a Participant elects a combined rate of Pre-Tax Contributions and Roth Contributions that  exceeds the maximum percentage limitation then in effect, to the extent necessary to comply  with such limitation, the Participant’s Roth Contributions shall be reduced first, and then the  Participant’s Pre-Tax Contribution rate shall be reduced second.  





 






-21-  AmericasActive:14265831.9    4.7 Rules Applicable to Participant Contributions    An Employer may limit the maximum contribution percentage of Pre-Tax, Catch-Up,  Roth, and Roth 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, Catch-Up, Roth, or Roth 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 the amount of his or her Pre-Tax or Roth  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, Catch-Up, Roth, or Roth Catch-Up Contributions,  provided such policy is applied uniformly to all similarly situated Participants.    4.8 Timing of Participant Contributions    Each Employer shall make a contribution to the Plan equal to the amount of Pre-Tax,  Catch-Up, Roth, and Roth 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.    4.9 Rollover Contributions, Roth Rollover Contributions, and After-Tax 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, Roth Rollover Contributions, and After-Tax Rollover  Contributions on behalf of an Employee who is eligible to make Pre-Tax and Roth  Contributions. Such Rollover, Roth Rollover, and After-Tax Rollover Contributions 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”) and 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, but including 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, including designated Roth contributions made under a  qualified Roth contribution program; and  





 






-22-  AmericasActive:14265831.9    (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 and Roth Rollover Contributions must be directly transferred to the  Plan. The Plan shall separately account for Rollover Contributions, Roth 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, Roth Rollover Contribution, and/or After-Tax Rollover Contribution  and such other statements and information as may be required by the Committee or its designee  in order to establish that such contribution otherwise meets the requirements of law. If the  Committee learns that all or part of a Rollover Contribution, Roth Rollover Contribution, or  After-Tax Contribution did not meet the requirements of the Code and the Treasury Regulations  and rulings thereunder, the Committee shall direct the Trustee to distribute to the Participant the  ineligible portion of the Rollover Contribution, Roth Rollover Contribution, and/or After-Tax  Contribution (and earnings thereon) that was credited to the Participant’s Account.    4.10 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-  AmericasActive:14265831.9    SECTION 5  EMPLOYER CONTRIBUTIONS  5.1 Matching Contributions    The Employers shall make Matching Contributions to the Plan in accordance with the  terms of the applicable Appendices to the Plan. A Participant shall only be eligible for Matching  Contributions if, and to the extent, expressly provided for in the applicable Appendix to the Plan.    5.2 Service Based Contributions    The Employers shall make Service Based Contributions to the Plan in accordance with  the terms of the applicable Appendices to the Plan. A Participant shall only be eligible for  Service Based Contributions if, and to the extent, expressly provided for in the applicable  Appendix to the Plan.    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) Service Based Contributions for a payroll period shall be paid to the Trustee and  shall be credited to the Participant’s Service Based Contribution 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 Service Based 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.  





 






-24-  AmericasActive:14265831.9    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. The Accounts of Mark Rite Participants shall also 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 Mark Rite 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.  





 






-25-  AmericasActive:14265831.9    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  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  





 






-26-  AmericasActive:14265831.9    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  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  





 






-27-  AmericasActive:14265831.9    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.    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  





 






-28-  AmericasActive:14265831.9    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  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.  





 






-29-  AmericasActive:14265831.9          7.1 Participants’ Accounts  SECTION 7  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 were 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 (other than Roth Catch-  Up Contributions) are made to this Plan and/or any catch-up contributions (other  than Roth 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.  





 






-30-  AmericasActive:14265831.9    (g) Qualified Nonelective Account. A Qualified Nonelective Account shall be  maintained for each Participant on whose behalf any qualified nonelective  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) Rollover Account. A Rollover Account shall be maintained for each Participant  on whose behalf any Rollover Contributions (other than After-Tax or Roth  Rollover Contributions) have been made to this Plan and/or any rollover  contributions (other than after-tax or Roth 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.    (i) Roth Account. A Roth Account shall be maintained for each Participant on  whose behalf any Roth Contributions are made to this Plan and/or any Roth  contributions were made under a Prior Plan. Such contributions, and any earnings  and losses on those contributions, shall be allocated to the Participant’s Roth  Account.    (j) Roth Catch-Up Account. A Roth Catch-Up Account shall be maintained for  each Participant on whose behalf any Roth Catch-Up Contributions are made to  this Plan and/or any Roth 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 Roth Account.    (k) Roth Rollover Account. A Roth Rollover Account shall be maintained for each  Participant on whose behalf any Roth Rollover Contributions have been made to  this Plan and/or any Roth 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 Roth Rollover Account.    (l) Service Based Contribution Account. A Service Based Contribution Account  shall be maintained for each Participant on whose behalf any Service Based  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 Service  Based Contribution 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  





 






-31-  AmericasActive:14265831.9    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  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.  





 






-32-  AmericasActive:14265831.9    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.  





 






-33-  AmericasActive:14265831.9    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 $57,000 (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 and Roth Contributions    No Participant shall make Pre-Tax Contributions and/or Roth Contributions under this  Plan, or elective deferrals under any other qualified plan maintained by an Employer, during any  calendar year in excess of $19,500 (or such other amount as the Secretary of the Treasury shall  





 






-34-  AmericasActive:14265831.9    specify from time to time pursuant to Code Section 402(g)), excluding Catch-Up Contributions  and Roth Catch-Up Contributions. As of each December 31, the Committee or its designee shall  determine the total Pre-Tax Contributions and Roth Contributions made by each Participant  during the calendar year. In the event that such total 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 has made both Pre-Tax  Contributions and Roth Contributions, the Participant’s Roth Contributions shall be reduced first,  and second Pre-Tax Contributions, to the extent necessary to satisfy the limitation. If a  Participant’s total elective deferrals 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/or  Roth 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 and Roth Contributions    Subject to Subsection 8.8, 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  and Roth 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 and/or Roth Contributions to be  withheld on behalf of Highly Compensated Employees or may refund Pre-Tax and/or Roth  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 and/or Roth  Contributions previously withheld on behalf of Highly Compensated Employees, or an Employer  may make qualified nonelective employer contributions. If a Participant has made both Pre-Tax  Contributions and Roth Contributions, the Participant’s Roth Contributions shall be limited first  (or refunded first, as the case may be), and Pre-Tax Contributions second, to the extent necessary  to satisfy the limitation.  





 






-35-  AmericasActive:14265831.9    If Pre-Tax and/or Roth 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 Contributions and shall refund such amounts on the basis of the Highly Compensated  Employees’ contribution amounts. “Excess Contributions” mean the amount by which Pre-Tax  and/or Roth Contributions for a Plan Year made on behalf of Highly Compensated Employees  exceeds the above limitations. Excess 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. If a Participant has made both Pre-  Tax Contributions and Roth Contributions, the Participant’s Roth Contributions shall be  distributed first, and Pre-Tax Contributions second, to the extent necessary to satisfy the  limitation. In addition, any Matching Contributions attributable to such Excess 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 After-Tax Contributions    Subject to Subsection 8.8 and except for Participants subject to a collective bargaining  agreement, prior to the 2020 Plan Year, 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 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  





 






-36-  AmericasActive:14265831.9    withheld on behalf of Highly Compensated Employees not subject to a collective bargaining  agreement.    If After-Tax 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” and shall refund such amounts on the basis of such Highly  Compensated Employees’ contribution amounts. “Excess After-Tax Contributions” mean the  amount by which After-Tax Contributions for a Plan Year made by or on behalf of Highly  Compensated Employees exceed the above limitations. Excess After-Tax 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 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 Contributions, or Excess After-Tax Contributions for the period between the end of the  Plan Year in which such Excess Deferrals, Excess Contributions, and/or Excess After-Tax  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, Roth  Contributions, After-Tax Contributions (prior to January 1, 2020), Rollover  Contributions, After-Tax Rollover Contributions, Roth Rollover Contributions,  Matching Contributions or Service Based 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  





 






-37-  AmericasActive:14265831.9    (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 2019-19 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  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 2019-19 and/or  subsequent guidance published in the Internal Revenue Bulletin.    8.8 Safe Harbor Contributions    Notwithstanding Subsections 8.4, 8.5, or any other provisions of the Plan to the contrary,  with respect to Participants who are not subject to a collective bargaining agreement, the Plan  satisfies the nondiscrimination requirements of Code Section 401(k), and the nondiscrimination  requirements of Code Section 401(m) with respect to Matching Contributions, in accordance  with the safe harbor method based on Matching Contributions as described in Code Sections  401(k)(12) and 401(m)(11).  





 






-38-  AmericasActive:14265831.9    SECTION 9  VESTING AND FORFEITURES  9.1 Participant Contributions    A Participant shall at all times be 100% vested in his or her Pre-Tax, Roth, After-Tax,  Catch-Up, Roth Catch-Up, Rollover, After-Tax Rollover, and Roth 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 any Matching Contributions made to his or her  Match Account. Each other Participant shall vest in his or her Matching Contributions as  described in the applicable Appendix.    9.3 Service Based 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 any Service Based Contributions made to his  or her Service Based Contribution Account. Each other Participant shall vest in his or her  Service Based Contributions as described in the applicable Appendix.    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%  





 






-39-  AmericasActive:14265831.9    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 or Roth 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 Service Based 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.  





 






-40-  AmericasActive:14265831.9          10.1 Form of Payment  SECTION 10  PAYMENTS    Subject to Subsections 10.2 and 10.6, 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 (including the balance in his or her Rollover Account, After-Tax  





 






-41-  AmericasActive:14265831.9    Rollover Account, and Roth 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, After-Tax Rollover Account, and  Roth 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, After-Tax Rollover Account, and  Roth 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  





 






-42-  AmericasActive:14265831.9    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. Notwithstanding any provision  of the Plan to the contrary, a direct rollover of a distribution from amounts in a  Participant’s Roth Account and Roth Rollover Account may only be made to  another Roth elective deferral account under an applicable retirement plan  described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section  408A, and only to the extent the rollover is permitted under the rules of Code  Section 402(c).    10.4 Distribution of Roth Accounts    A qualified distribution from a Participant’s Roth Account and/or Roth Rollover Account  is not includable in the Participant’s gross income. A qualified distribution is generally a  distribution that is made after a Participant has reached the end of the 5-taxable year period of  “participation” (as that term is defined in Treasury Regulation Section 1.402A-1, Q&A-4) in a  designated Roth account and that either:    (a) Is made on or after the date the Participant attains age 59-1/2;    (b) Is made after the Participant’s death; or  





 






-43-  AmericasActive:14265831.9    (c) Is attributable to the Participant’s being disabled within the meaning of Code  Section 72(m)(7).    If a Participant makes a direct rollover from another employer’s tax-qualified retirement  plan into his or her Roth Rollover Account, then the time spent by such rollover amounts in such  other employer’s plan shall be counted for purposes of determining whether the 5-taxable-year  period described above has elapsed.    10.5 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  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).  





 






-44-  AmericasActive:14265831.9    (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.    10.6 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  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.  





 






-45-  AmericasActive:14265831.9    (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.    10.7 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;  





 






-46-  AmericasActive:14265831.9    (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.    10.8 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.    10.9 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  payment made in accordance with the preceding sentence shall be a full and complete discharge  of any liability for such payment under the Plan.  





 






-47-  AmericasActive:14265831.9    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), Roth Account, Rollover Account, After-Tax  Rollover Account, Roth 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. 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  





 






-48-  AmericasActive:14265831.9    (determined without regard to subsection (h)(5) of Code Section 165 and 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 10.5 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 and Roth 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.  





 






-49-  AmericasActive:14265831.9    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, After-Tax Rollover Account, and Roth  Rollover Account    Before a Severance From Service, a Participant may withdraw all or any portion of the  balances in his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover  Account once per calendar year.    11.6 Withdrawals From Balances Transferred from the PIPs 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 or Roth 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 or Roth Account. If such Participant elects to receive  a distribution from his or her Pre-Tax Account or Roth Account, the Participant  cannot make Pre-Tax, Catch-Up, Roth, Roth Catch-Up, or, prior to January 1,  





 






-50-  AmericasActive:14265831.9    2020, After-Tax Contributions for six months following election and payment of  such distribution.    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.  





 






-51-  AmericasActive:14265831.9          12.1 Terms and Conditions of Loans  SECTION 12  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  





 






-52-  AmericasActive:14265831.9    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.  





 






-53-  AmericasActive:14265831.9          13.1 Plan Administrator  SECTION 13  ADMINISTRATION OF PLAN    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  





 






-54-  AmericasActive:14265831.9    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.  





 






-55-  AmericasActive:14265831.9    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.  





 






-56-  AmericasActive:14265831.9    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.  





 






-57-  AmericasActive:14265831.9    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.  





 






-58-  AmericasActive:14265831.9    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. If the denial is for a claim for Disability benefits and  is based on a lack of medical necessity or because of an experimental, investigational, or  unproven treatment or similar exclusion, the written notice shall also include an explanation of  





 






-59-  AmericasActive:14265831.9    the scientific or clinical judgment for the claim determination, applying the terms of the Plan to  the claimant’s circumstances (or a statement that an explanation shall be provided free of charge  upon request). In addition, if the denial is for a claim for Disability benefits filed after April 1,  2018 (a ‘New Disability Claim’), the written notice shall also include a statement that, upon  request and free of charge, the claimant shall be provided reasonable access to, and copies of, all  documents, records, and other information relevant to the claimant’s claim; either the specific  internal rules, guidelines, protocols, standards, or other similar criteria relied upon in making the  denial, or a statement that such rules, guidelines, protocols, standards, or similar criteria do not  exist; and, if applicable, a discussion of the decision, including the basis for disagreeing with or  not following (i) the views of health care professionals treating the claimant and vocational  professionals who evaluated the claimant that were provided by the claimant, (ii) the views of  medical or vocational experts whose advice was obtained on behalf of the Plan in connection  with the denial, without regard to whether the advice was relied upon in making the denial, and  (iii) a disability determination regarding the claimant made by the Social Security Administration  if provided by the claimant. Benefits shall be paid only if the Committee determines in its  discretion that a claimant is entitled them.    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  





 






-60-  AmericasActive:14265831.9    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.    The following rules shall also apply: (i) the review shall be made by a person different  from the person who made the initial determination, and such person will not be the original  decision-maker’s subordinate or afford deference to the initial claim denial; (ii) in the case of a  claim denied on the grounds of a medical judgment, the Committee will consult with a health  care professional with appropriate training and experience; (iii) the health care professional who  is consulted on appeal shall not be the individual who was consulted during the initial  determination or a subordinate of such person; (iv) if the advice of a medical or vocational expert  was obtained by the Plan in connection with the denial of a claim, the Committee shall provide  the claimant with the names of each such expert, regardless of whether the advice was relied  upon. In addition, effective for New Disability Claims, before a denial on appeal may be issued,  the Committee will provide the claimant, free of charge, with any new or additional evidence  that was considered, relied upon, or generated in connection with the claim. Before a denial on  appeal may be issued based on new or additional rationale, the Committee will provide the  claimant, free of charge, with such rationale. The Committee will provide such evidence or  rationale, as applicable, as soon as possible and sufficiently in advance of the date by which a  response to the claimant’s appeal must be provided (as described above) in order to provide the  claimant with a reasonable opportunity to respond prior to that date.    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  other information relevant to the benefit claim, a statement regarding the claimant’s right to  bring a civil action under ERISA Section 502(a) following a denial on appeal (including, for  New Disability Claims, the applicable time limits for doing so and the calendar date on which  the time limit expires), and if the denial of an appeal for Disability benefits is based on a lack of  medical necessity or because of an experimental, investigational, or unproven treatment or  similar exclusion, an explanation of the scientific or clinical judgment for the denial, applying  the terms of the Plan to the claimant’s circumstances (or a statement that an explanation shall be  provided free of charge upon request). In addition, for an appeal denial of a New Disability  Claim, the notice shall also include either the specific internal rules, guidelines, protocols,  standards, or other similar criteria relied upon in making the denial, or a statement that such  rules, guidelines, protocols, standards, or similar criteria do not exist; and, if applicable, a  





 






-61-  AmericasActive:14265831.9    discussion of the decision, including the basis for disagreeing with or not following (i) the views  of health care professionals treating the claimant and vocational professionals who evaluated the  claimant that were provided by the claimant, (ii) the views of medical or vocational experts  whose advice was obtained on behalf of the Plan in connection with the denial, without regard to  whether the advice was relied upon in making the denial, and (iii) a disability determination  regarding the claimant made by the Social Security Administration if provided by the claimant.  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 (unless a court determines,  pursuant to Department of Labor Regulation Section 2560.503-1(l)(2), that the procedures were  not followed with respect to New Disability Claims and should be deemed exhausted). 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.  





 






-62-  AmericasActive:14265831.9    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.  





 






-63-  AmericasActive:14265831.9          16.1 Amendment  SECTION 16  AMENDMENT AND TERMINATION    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;  





 






-64-  AmericasActive:14265831.9    (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.  





 






-65-  AmericasActive:14265831.9          17.1 Non-Alienation of Benefits  SECTION 17  MISCELLANEOUS    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.  





 






-66-  AmericasActive:14265831.9    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.  





 






-67-  AmericasActive:14265831.9    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.  





 






-68-  AmericasActive:14265831.9          18.1 Purpose and Effect  SECTION 18  TOP HEAVY RULES    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:  





 






-69-  AmericasActive:14265831.9    (a) An officer of a Related Employer receiving annual Code Section 415  Compensation greater than $180,000 (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, Roth, Roth 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 any  applicable 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  





 






-70-  AmericasActive:14265831.9    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.  





 






Appendix A-1  AmericasActive:14265831.9    APPENDIX A  Certain Non-Union Participants –  Contributions and Vesting    A-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  Plan Participants (a) who are not subject to a collective bargaining agreement; (b) who are an  Employee of (i) the Company, (ii) Elgin Sweeper Company, (iii) Guzzler Manufacturing, Inc.,  (i) Jetstream of Houston, LLP, (v) Vactor Manufacturing, Inc., or (vi) FS Depot, Inc.; and (c)  who joined the Plan coincident with or subsequent to such Employer’s adoption of the Plan  (collectively, “Appendix A Participants”) with respect to eligibility for Participant, Matching,  and Service Based Contributions under the Plan, the rate of Matching Contributions under the  Plan, the rate of any Service Based Contributions under the Plan, and the related vesting rules  that apply to any Matching and Service Based Contributions under the Plan. Vesting rules that  apply to any Matching and Service Based Contributions under the Plan with respect to  Participants who were not subject to a collective bargaining agreement and were employees of  certain former Employers are also described in this Appendix A. The provisions of this  Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any  inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless  defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan.    A-2 Eligibility for Participant and Matching Contributions. If otherwise permitted  by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1  shall become an Appendix A Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-  Up, and Matching Contributions (if applicable) effective on the first payroll period beginning as  soon as administratively feasible on or after his or her Employment or Reemployment Date. In  addition, each Seasonal Employee shall become an Appendix A Participant with respect to Pre-  Tax, Roth, Catch-Up, Roth 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.    A-3 Matching Contributions. Subject to Paragraph A-2 above and the conditions  and limitations of the Plan, effective for contributions made with respect to pay periods on or  after January 1, 2018, the Employer of each eligible Appendix A Participant shall make  Matching Contributions each payroll period in an amount equal to 100% of the first 3%, and  50% of the next 2%, of Compensation that such Participant contributes as Pre-Tax Contributions  and/or Roth Contributions during the applicable pay period.    A-4 Vesting Provisions Applicable to Matching Contributions. Matching  Contributions on behalf of each eligible Appendix A Participant shall vest as follows:    (a) Matching Contributions On and after January 1, 2018: Matching Contributions  made with respect to Compensation deferred for payroll periods commencing on  or after January 1, 2018 shall be immediately 100% vested.    (b) Matching Contributions Prior to January 1, 2018: Except as provided in  Subparagraph (c), (d), or (e) below, Matching Contributions made with respect to  





 






Appendix A-2  AmericasActive:14265831.9    Compensation deferred for payroll periods commencing prior to January 1, 2018  shall vest in accordance with the following table:    Number of Years of  Vesting Service  Vesting  Percentage  Less than 3 0%  3 or more 100%    (c) Each Appendix A Participant described in Subparagraphs (i) and (ii) 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 Appendix A Participant who received Matching Contributions prior  to January 1, 2007 (with respect to Matching Contributions made for  Compensation deferred for payroll periods commencing prior to January  1, 2007); and    (ii) Each Appendix A Participant who was an eligible Employee of ClappDico  Corporation, Dayton Progress Corporation, Manchester Tool Company,  On Time Machining Company, or PCS Company.    (d) Effective as of October 1, 2010, each Appendix A 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) The following Appendix A Participants shall be 100% vested in their Match  Accounts: (i) each Appendix A Participant who was employed by Jamestown  Precision Tooling, Inc. and terminated employment due to a plant closing after  March 1, 2003; (ii) each Appendix A Participant who was employed by Federal  Sign, Inc. on April 30, 2003; (iii) each Appendix A 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 Appendix A Participant who  was employed by Technical Tooling, Inc. on December 3, 2004; (v) each  





 






Appendix A-3  AmericasActive:14265831.9    Appendix A Participant who was employed by Justrite Manufacturing Company  LLC on December 15, 2004; (vi) each Appendix A Participant who was  employed by Allied Tool Products, Inc. on December 28, 2004; (vii) each  Appendix A Participant who was employed by ClappDico Corporation,  Manchester Tool Company or On Time Machining Company on January 31,  2007; (viii) each Appendix A Participant who was a participant in the PIPs  Technology, Inc. 401(k) Plan on or before January 1, 2008; (ix) each Appendix A  Participant who was employed by Dayton Progress Corporation or PCS Company  on April 21, 2008; (x) each Appendix A Participant who was employed by E-One,  Inc. on August 4, 2008, (xi) each Appendix A Participant who was employed by  Pauluhn Electric Manufacturing Company, LLP on November 23, 2009, and (xii)  each Appendix A Participant who was employed by Federal APD, Inc., PIPs  Technology, Inc., Sirit Corp. or VESystems, LLC on September 4, 2012.    A-5 Eligibility for Service Based Contributions. If otherwise permitted by the Plan  or the applicable Employer, each Employee who is not described in Subsection 3.1 of the Plan  shall become an Appendix A Participant with respect to Service Based Contributions after  completing 30 days of employment with the Employer, regardless of whether such Appendix A  Participant has elected to make Pre-Tax and/or Roth Contributions. Notwithstanding the  foregoing, each Seasonal Employee shall become an Appendix A Participant with respect to  Service Based Contributions on the first day following the date on which he or she completes  one Year of Eligibility Service or any day thereafter.    A-6 Service Based Contributions. Subject to Paragraph A-5 above and the  conditions and limitations of the Plan, effective for contributions made with respect to pay  periods on or after January 1, 2018, the Employer of each eligible Appendix A Participant shall  make Service Based Contributions at the end of the applicable Plan Year in an amount calculated  as a percentage of the eligible Appendix A Participant’s Compensation, using a formula based on  such Participant’s full years of Vesting Service determined each January 1, in accordance with  the following table:    Years of Vesting Service  as of January 1  Service Based Contribution  Percentage  Less than 5 1⁄2%  5 to 15 11⁄2%  15 or more 3%    In order to be eligible for such Service Based Contribution, an otherwise eligible Appendix A  Participant must be employed by the Employer on the last day of the Plan Year.  Notwithstanding any provision of the Plan to the contrary, no Appendix A Participant who is  eligible for and elects to participate in, and thereby receives a Service Based Contribution under,  the Federal Signal Corporation Savings Restoration Plan is eligible to receive Service Based  Contributions under this Plan.  





 






Appendix A-4  AmericasActive:14265831.9    A-7 Vesting Provisions Applicable to Service Based Contributions. Service Based  Contributions made on behalf of each eligible Appendix A Participant shall vest in accordance  with the following provisions:    (a) Service Based Contributions On and after January 1, 2018: Service Based  Contributions made with respect to Compensation attributable to payroll periods  commencing on or after January 1, 2018 shall be immediately 100% vested.    (b) Service Based Contributions Prior to January 1, 2018: Except as provided in  Subparagraph (c) or (d) below, Service Based Contributions made with respect to  Compensation attributable to payroll periods commencing prior to January 1,  2018 shall vest in accordance with the following table:    Number of Years of  Vesting Service  Vesting  Percentage  Less than 3 0%  3 or more 100%    (c) Each Appendix A Participant described in Subparagraphs (i) and (ii) below shall  vest in his or her Service Based Contribution 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 Appendix A Participant who is a non-union Employee of Manchester  Tool Company; or    (ii) Each Appendix A Participant who received Service Based 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 Service Based Contributions  received prior to January 1, 2003 only, E-One, Inc. or Victor Products  USA, Inc.    (d) The following Appendix A Participants shall be 100% vested in their Service  Based Contribution Accounts: (i) with respect to Service Based Contributions  received on or after January 1, 2003 only, each Appendix A Participant who was  employed by E-One, Inc., E-One New York, Inc. or Victor Products USA, Inc.;  (ii) each Appendix A Participant who was employed by Jamestown Precision  Tooling, Inc. and terminated employment due to a plant closing after March 1,  2003; (iii) each Appendix A Participant who was employed by E-One New York,  





 






Appendix A-5  AmericasActive:14265831.9    Inc. as of September 18, 2004 and who worked until his or her scheduled  termination date; (iv) each Appendix A Participant who was employed by  Technical Tooling, Inc. on December 3, 2004; (v) each Appendix A Participant  who was employed by Justrite Manufacturing Company LLC on December 15,  2004; (vi) each Appendix A Participant who was employed by Manchester Tool  Company on January 31, 2007; (vii) each Appendix A Participant who was a  participant in the PIPs Technology, Inc. 401(k) Plan on or before January 1, 2008;  (viii) each Appendix A Participant who was employed by E-One, Inc. on August  4, 2008; and (ix) each Appendix A Participant who was employed by Pauluhn  Electric Manufacturing Company, LLP on November 23, 2009; and (x) each  Appendix A Participant who was employed by Federal APD, Inc., PIPs  Technology, Inc., Sirit Corp. or VESystems, LLC on September 4, 2012.  





 






Appendix B-1  AmericasActive:14265831.9    APPENDIX B  Non-Union Joe Johnson Equipment, HighMark Traffic Services, Mark Rite Lines  Equipment, and TBEI Participants –  Contributions and Vesting    B-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  Plan Participants (a) who are not subject to a collective bargaining agreement; (b) who are an  Employee of (i) Joe Johnson Equipment LLC, (ii) HighMark Traffic Services, Inc., (iii) Mark  Rite Lines Equipment Co., Inc., or (iv) Truck Bodies & Equipment International, Inc. and its  subsidiaries and affiliates (including Travis Body & Trailer, Inc., Crysteel Manufacturing, Inc.,  Ox Bodies, Inc., Rugby Manufacturing Co., Tishomingo Acquisition LLC, and any of its other  subsidiaries or affiliates that extend the Plan to its Employees); and (c) who joined the Plan  coincident with or subsequent to such Employer’s adoption of the Plan (collectively, “Appendix  B Participants”) with respect to eligibility for Participant and Matching Contributions under the  Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply.  This Appendix also describes the vesting rules that apply to transferred balances, if any, from the  TBEI Non-Union Plan (as defined in Supplement B below). The provisions of this Appendix  shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency  between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this  Appendix or otherwise noted, have the meanings given to those terms in the Plan.    B-2 Eligibility for Participant and Matching Contributions. If otherwise permitted  by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1  shall become an Appendix B Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-  Up, and Matching Contributions (if applicable) effective on the first payroll period beginning as  soon as administratively feasible on or after his or her Employment or Reemployment Date. In  addition, each Seasonal Employee shall become an Appendix B Participant with respect to Pre-  Tax, Roth, Catch-Up, Roth 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-3 Matching Contributions. Subject to Paragraph B-2 above and the conditions  and limitations of the Plan, effective for contributions made with respect to pay periods on or  after January 1, 2018, the Employer of each eligible Appendix B Participant shall make  Matching Contributions each payroll period in an amount equal to 100% of the first 3%, and  50% of the next 2%, of Compensation that such Appendix B Participant contributes as Pre-Tax  Contributions and/or Roth Contributions during the applicable pay period.    B-4 Vesting Provisions Applicable to Matching Contributions. Matching  Contributions on behalf of each eligible Appendix B Participant made with respect to  Compensation deferred for payroll periods commencing on or after January 1, 2018 under the  Plan shall be immediately 100% vested. No Appendix B Participants were eligible for Matching  Contributions under the Plan prior to January 1, 2018.    B-5 Vesting Provisions Applicable to TBEI Non-Union Plan. In addition to the  foregoing, each Appendix B Participant who is a former participant in the TBEI Non-Union Plan  





 






Appendix A-2  AmericasActive:14265831.9    (as defined in Supplement B below) shall be fully vested in the portion of his or her Accounts (if  any) transferred from the TBEI Non-Union Plan.  





 






Appendix C-1  AmericasActive:14265831.9    APPENDIX C  IAM Local 701 Employees –  Contributions and Vesting    C-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  IAM Local 701 Employees with respect to eligibility for Participant and Matching Contributions  under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules  that apply to any Matching Contributions under the Plan. For purposes of the Plan and this  Appendix, “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. The provisions of this Appendix shall supersede the provisions of the  Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix.  Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the  meanings given to those terms in the Plan.    C-2 Eligibility for Participant and Matching Contributions. Each IAM Local 701  Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth 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 became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth  Catch-Up, and Matching Contributions on the first day of the calendar quarter following the date  on which he or she completed a Year of Eligibility Service or any day thereafter. Effective as of  June 1, 2018, no IAM Local 701 Employee shall become eligible to become a Participant in the  Plan. IAM Local 701 Employees who were Participants in the Plan as of June 1, 2018 shall  continue to be eligible Participants, until they no longer satisfy the requirements of the definition  of IAM Local 701 Employee above or otherwise fail to satisfy the applicable conditions of  SECTION 3 to remain a Participant in the Plan. IAM Local 701 Employees who previously  were active Participants in the Plan, who no longer satisfy the definition of IAM Local 701  Employee above and other applicable conditions of SECTION 3 and cease to be an active  Participant, and who thereafter again satisfy the definition of IAM Local 701 Employee above on  or after June 1, 2018, shall not become eligible to become an active Participant in the Plan on or  after that date as a result of satisfying such definition.    C-3 Matching Contributions. Subject to Paragraph C-2 above and the conditions  and limitations of the Plan, the Employer of each eligible Participant who is an IAM Local 701  Employee shall make Matching Contributions each payroll period based on the first 3% of  Compensation that the Participant contributes as Pre-Tax Contributions and/or Roth  Contributions during the applicable pay period, in an amount computed in accordance with the  following table:    Years of Plan  Participation  Matching  Contribution  Percentage  Less than 1 50%  1 but less than 2 55%  





 






Appendix C-2  AmericasActive:14265831.9    2 but less than 3 65%  3 but less than 4 80%  4 or more 100%    C-4 Vesting Provisions Applicable to Matching Contributions. Each eligible  Participant who is an IAM Local 701 Employee 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%  





 






Appendix D-1  AmericasActive:14265831.9    APPENDIX D  Sheet Metal Workers Local 265 Employees –  Contributions and Vesting    D-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  Sheet Metal Workers Local 265 Employees with respect to eligibility for Participant and  Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and  the related vesting rules that apply to any Matching Contributions under the Plan. For purposes  of the Plan and this Appendix, “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. The provisions of this  Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any  inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless  defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan.    D-2 Eligibility for Participant and Matching Contributions. Each Sheet Metal  Workers Local 265 Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up,  Roth 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 became a Participant with respect to Pre-Tax, Roth,  Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter  following the date on which he or she completed a Year of Eligibility Service or any day  thereafter. Effective as of July 1, 2017, no Sheet Metal Workers Local 265 Employee shall  become eligible to become a Participant in the Plan. Sheet Metal Workers Local 265 Employees  who were Participants in the Plan as of July 1, 2017 shall continue to be eligible Participants,  until they no longer satisfy the requirements of the definition of Sheet Metal Workers Local 265  Employee above or otherwise fail to satisfy the applicable conditions of SECTION 3 to remain a  Participant in the Plan. Sheet Metal Workers Local 265 Employees who previously were active  Participants in the Plan, who no longer satisfy the definition of Sheet Metal Workers Local 265  Employee above and other applicable conditions of SECTION 3 and cease to be an active  Participant, and who thereafter again satisfy the definition of Sheet Metal Workers Local 265  Employees above on or after July 1, 2017, shall not become eligible to become an active  Participant in the Plan on or after that date as a result of satisfying such definition.    D-3 Matching Contributions. Subject to Paragraph D-2 above and the conditions  and limitations of the Plan, the Employer of each eligible Participant who is a Sheet Metal  Workers Local 265 Employee shall make Matching Contributions each payroll period based on  the first 2% of Compensation that the Participant contributes as Pre-Tax Contributions and/or  Roth Contributions during the applicable pay period, in an amount computed in accordance with  the following table:    Years of Plan  Participation  Matching  Contribution  Percentage  Less than 1 50%  





 






Appendix D-2  AmericasActive:14265831.9    1 but less than 2 55%  2 but less than 3 65%  3 but less than 4 80%  4 or more 100%    D-4 Vesting Provisions Applicable to Matching Contributions. Each eligible  Participant who is a Sheet Metal Workers Local 265 Employee 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%  





 






Appendix E-1  AmericasActive:14265831.9    APPENDIX E  IBEW Local 134 Employees –  Contributions and Vesting    E-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  IBEW Local 134 Employees with respect to eligibility for Participant, Matching, and Service  Based Contributions under the Plan, the rate of Matching Contributions under the Plan, the rate  of Service Based Contributions under the Plan, and the related vesting rules that apply to any  Matching or Service Based Contributions under the Plan. For purposes of this Appendix and the  Plan, “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. The provisions of this Appendix shall supersede the provisions of the  Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix.  Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the  meanings given to those terms in the Plan.    E-2 Eligibility for Participant, Matching, and Service Based Contributions. If  otherwise permitted by the Plan or the applicable Employer, each IBEW Local 134 Employee  who is not described in Subsection 3.1 shall become a Participant with respect to Pre-Tax, Roth,  Catch-Up, Roth Catch-Up, Matching, and Service Based Contributions on his or her 91st day of  employment with an Employer or any day thereafter; provided, however, that each such IBEW  Local 134 Employee who is a Seasonal Employee shall become a Participant with respect to  such 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.    E-3 Matching Contributions. Subject to Paragraph E-2 above and 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 and/or Roth 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%    E-4 Vesting Provisions Applicable to Matching Contributions. Each eligible  Participant who is a IBEW Local 134 Employee shall vest in his or her Match Account as  follows:    (a) With respect to any Matching Contributions received prior to January 1, 2009, in  accordance with the following table:  





 






Appendix E-2  AmericasActive:14265831.9    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%      (b) With respect to any Matching Contributions made on or after January 1, 2009, 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%    E-5 Service Based Contributions. Subject to Paragraph E-2 above and the  conditions and limitations of the Plan, the Employer of each eligible Participant who is an IBEW  Local 134 Employee shall make Service Based 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%    E-6 Vesting Provisions Applicable to Service Based Contributions. Each  Participant who is an IBEW Local 134 Employee shall vest in his or her Service Based  Contribution Account 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%  





 






Appendix F-1  AmericasActive:14265831.9    APPENDIX F  TBEI Union Employees –  Contributions and Vesting    F-1 Introduction. The purpose of this Appendix is to describe the rules that apply for  TBEI Union Employees with respect to eligibility for Participant and Matching Contributions  under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules  that apply to any Matching Contributions under the Plan. For purposes of the Plan and this  Appendix, “TBEI Union Employee” means an Employee whose employment with Truck Bodies  & Equipment International, Inc. or its subsidiaries and affiliates (including Rugby Manufacturing  Co., or any of its other subsidiaries or affiliates that extend the Plan to its Employees) is  governed by a collective bargaining agreement that provides for his or her participation in the  Plan. This Appendix also describes the vesting rules that apply to certain transferred balances, if  any, from the TBEI Union Plan (as defined in Supplement C below). The provisions of this  Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any  inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless  defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan.    F-2 Eligibility for Participant and Matching Contributions. Each TBEI Union  Employee shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up,  or Matching Contributions on the first day of the calendar quarter coinciding with or next  following the date that is six consecutive months of employment from his or her Employment or  Reemployment Date or any day thereafter; provided, however, that each such TBEI Union  Employee who does not complete such six-consecutive-month period of employment shall  become a Participant with respect to such Contributions on the first day of the calendar quarter  coinciding with or next following the date that he or she completed a Year of Eligibility Service  or any day thereafter. Upon becoming an eligible Participant, TBEI Union Employees shall be  subject to the deemed Pre-Tax Contribution rules of subsection 4.1(a) and the Automatic Annual  Increase rules of subsection 4.1(b) of the Plan, effective January 1, 2020 (or January 1, 2021 with  respect to certain merged-in TBEI Participants described in paragraph C-4(b) of Supplement C to  the Plan).    F-3 Matching Contributions. Subject to Paragraph F-2 above and the conditions and  limitations of the Plan, the Employer of each eligible Participant who is a TBEI Union Employee  shall make Matching Contributions each payroll period in an amount equal to 50% of the first  6% of Compensation that such TBEI Union Employee contributes as Pre-Tax Contributions  and/or Roth Contributions during the applicable pay period.    F-4 Vesting Provisions Applicable to Matching Contributions. Each eligible  Participant who is a TBEI Union Employee shall vest in his or her Matching Contributions under  the Plan in accordance with the following table:    Number of Years of  Vesting Service  Vesting  Percentage  Less than 2 0%  





 






Appendix F-2  AmericasActive:14265831.9    2 but less than 3 50%  3 or more 100%    F-5 Vesting Provisions Applicable to TBEI Union Plan. In addition to the  foregoing, each Participant who is a former participant in the TBEI Union Plan (as defined in  Supplement C below) shall vest in the portion of his or her Accounts attributable to employer  matching contributions and employer nonelective profit sharing contributions, if any, transferred  from the TBEI Union Plan in accordance with the table above under Paragraph F-4, subject to  the provisions of Supplement C.  





 






Supplement A-1  AmericasActive:14265831.9    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.  





 






Supplement A-2  AmericasActive:14265831.9    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.  





 






Supplement B-1  AmericasActive:14265831.9    SUPPLEMENT B  Special Provisions Applicable to the Merger of the TBEI 401(k) Savings Plan into the Plan    B-1 Introduction. Effective upon the close of business on December 31, 2019 (the  “TBEI Non-Union Merger Date”), the TBEI 401(k) Savings Plan (the “TBEI Non-Union Plan”)  shall be merged into, and continued in the form of, the Plan (the “TBEI Non-Union Plan  Merger”). The purpose of this Supplement B is to effectuate the TBEI Non-Union Plan Merger  and the transfer of assets described in Paragraph B-2 below in accordance with Code Sections  401(a)(12), 411(d)(6), and 414(l) and the Treasury Regulations and other guidance issued  thereunder. The provisions of this Supplement shall supersede the provisions of the Plan to the  extent necessary to eliminate any inconsistency between the Plan and this Supplement. Terms  used in this Supplement shall, unless defined in this Supplement or otherwise noted, have the  meanings given to those terms in the Plan.    B-2 Transfer of Assets. On or as soon as practicable following the TBEI Non-Union  Merger Date, the assets of the trust that funds the TBEI Non-Union Plan shall be transferred to  the Trust. Such transfer shall be in cash. On or as soon as practicable following the transfer of  assets to the Trust, transferred assets 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 Subsection 6.2.    B-3 Transfer of Account Balances. As of the TBEI Non-Union Merger Date,  liabilities equal to the aggregate account balances, as adjusted through the TBEI Non-Union  Merger Date, of each TBEI Non-Union Plan participant shall be transferred to the Plan and  shall be credited to the appropriate Accounts of the TBEI Non-Union Plan participant under the  Plan in accordance with Subsection 7.1. Thereafter, such Accounts, which shall include the  applicable amounts (if any) transferred to this Plan from the TBEI Non-Union Plan, shall be  subject to the terms and conditions of the Plan.    B-4 Participation in the Plan. Each participant in the TBEI Non-Union Plan who is  employed by an Employer on the TBEI Non-Union Merger Date shall become a Participant in  the Plan on the TBEI Non-Union Merger Date, subject to the conditions and limitations of the  Plan. Each other TBEI Non-Union Plan participant shall, on and after the TBEI Non-Union  Merger Date, be treated as an inactive Participant, a Beneficiary, or an Alternate Payee  (whichever is applicable) of the Plan, subject to the conditions and limitations of the Plan. In  addition, notwithstanding any provision of the Plan to the contrary:    (a) Contribution Suspension under TBEI Non-Union Plan. If any TBEI Non-Union  Plan participant was suspended from making Code Section 401(k) or Roth  compensation deferrals under the TBEI Non-Union Plan immediately before the  TBEI Non-Union Merger Date because he or she had taken a hardship withdrawal  under the TBEI Non-Union Plan, such suspension shall not apply under the Plan  after the TBEI Non-Union Merger Date.    (b) Carryover Contribution Rate and Automatic Annual Increase. Each TBEI Non-  Union Plan participant who, immediately before becoming a Participant in this  





 






Supplement B-2  AmericasActive:14265831.9    Plan, had an active election to make Code Section 401(k) or Roth compensation  deferrals on file under the TBEI Non-Union Plan shall be deemed to have elected  the same percentage of deferrals as he or she elected under the TBEI Non-Union  Plan as Pre-Tax Contributions or Roth Contributions, respectively, until he or she  makes a Pre-Tax Contribution election under Subsection 4.1 or a Roth  Contribution election under Subsection 4.4. Each TBEI Non-Union Plan  participant who, immediately before becoming a Participant in this Plan, was  eligible to participate in the TBEI Non-Union Plan but was not making Code  Section 401(k) or Roth compensation deferrals under the TBEI Non-Union Plan  shall be deemed to have elected not to make any Pre-Tax or Roth Contributions  until he or she makes a contribution election under Subsection 4.1 or Subsection  4.4, as applicable. In addition, the automatic annual increase program under  Paragraph 4.1(c) shall apply, effective January 1, 2021, to a TBEI Non-Union  Plan participant who becomes a Participant in this Plan as a result of the TBEI  Non-Union Plan Merger.    (c) Eligibility Service. For each Participant who was an active participant in the  TBEI Non-Union Plan immediately prior to the TBEI Non-Union Merger Date,  such Participant’s period of employment with Truck Bodies & Equipment  International, Inc. (“TBEI”) (including any other participating employer under the  TBEI Non-Union Plan), beginning with such Participant’s most recent date of hire  (or rehire) by TBEI (or other participating employer under the TBEI Non-Union  Plan), shall be counted in full for purposes of determining such Participant’s  Years of Eligibility Service under the Plan.    B-5 In-Service Withdrawals for Participants who were participants in the Travis  401(k) Plan. In addition to the in-service withdrawals available under SECTION 11, the  following special in-service withdrawals shall be available before a Severance From Service to  a Participant who was a participant in the Travis 401(k) Plan and whose account balances under  the Travis 401(k) Plan were transferred to the TBEI Non-Union Plan as a result of the merger  of such plans that was effective as of March 1, 2017: (a) such Participant may withdraw all or  any portion of his or her Account balances transferred from the Travis 401(k) Plan to the TBEI  Non-Union Plan after attainment of age 591⁄2; and (b) such Participant may withdraw all or any  portion of his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover  Account balances transferred from the Travis 401(k) Plan to the TBEI Non-Union Plan at any  time.    B-6 Loans. Notwithstanding any provision of the Plan to the contrary, any  outstanding loan on the TBEI Non-Union Merger Date that had been made to a Participant  under the TBEI Non-Union Plan shall be maintained on and after the TBEI Non-Union Merger  Date under the Plan until all amounts of principal and interest thereon have been repaid. The  terms and conditions relating to such outstanding loans shall continue as in existence  immediately prior to the TBEI Non-Union Merger Date.    B-7 Committee’s Actions. The Committee shall take such actions as it deems  necessary or desirable to accomplish the transfer as described in this Supplement B.  





 






Supplement C-1  AmericasActive:14265831.9    SUPPLEMENT C  Special Provisions Applicable to the Merger of the TBEI 401(k) Rugby Union Savings Plan  into the Plan    C-1 Introduction. Effective upon the close of business on December 31, 2019 (the  “TBEI Union Merger Date”), the TBEI 401(k) Rugby Union Savings Plan (the “TBEI Union  Plan”) shall be merged into, and continued in the form of, the Plan (the “TBEI Union Plan  Merger”). The purpose of this Supplement C is to effectuate the TBEI Union Plan Merger and  the transfer of assets described in Paragraph C-2 below in accordance with Code Sections  401(a)(12), 411(d)(6), and 414(l) and the Treasury Regulations and other guidance issued  thereunder. The provisions of this Supplement shall supersede the provisions of the Plan to the  extent necessary to eliminate any inconsistency between the Plan and this Supplement. Terms  used in this Supplement shall, unless defined in this Supplement or otherwise noted, have the  meanings given to those terms in the Plan.    C-2 Transfer of Assets. On or as soon as practicable following the TBEI Union  Merger Date, the assets of the trust that funds the TBEI Union Plan shall be transferred to the  Trust. Such transfer shall be in cash. On or as soon as practicable following the transfer of  assets to the Trust, transferred assets 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 Subsection 6.2.    C-3 Transfer of Account Balances. As of the TBEI Union Merger Date, liabilities  equal to the aggregate account balances, as adjusted through the TBEI Union Merger Date, of  each TBEI Union Plan participant shall be transferred to the Plan and shall be credited to the  appropriate Accounts of the TBEI Union Plan participant under the Plan in accordance with  Subsection 7.1. Thereafter, such Accounts, which shall include the applicable amounts (if any)  transferred to this Plan from the TBEI Union Plan, shall be subject to the terms and conditions  of the Plan.    C-4 Participation in the Plan. Each participant in the TBEI Union Plan who is  employed by an Employer on the TBEI Union Merger Date shall become a Participant in the  Plan on the TBEI Union Merger Date, subject to the conditions and limitations of the Plan.  Each other TBEI Union Plan participant shall, on and after the TBEI Union Merger Date, be  treated as an inactive Participant, a Beneficiary, or an Alternate Payee (whichever is applicable)  of the Plan, subject to the conditions and limitations of the Plan. In addition, notwithstanding  any provision of the Plan to the contrary:    (a) Contribution Suspension under TBEI Union Plan. If any TBEI Union Plan  participant was suspended from making Code Section 401(k) or Roth  compensation deferrals under the TBEI Union Plan immediately before the TBEI  Union Merger Date because he or she had taken a hardship withdrawal under the  TBEI Union Plan, such suspension shall not apply under the Plan after the TBEI  Union Merger Date.  





 






Supplement C-2  AmericasActive:14265831.9    (b) Carryover Contribution Rate and Automatic Annual Increase. Each TBEI Union  Plan participant who, immediately before becoming a Participant in this Plan, had  an active election to make Code Section 401(k) or Roth compensation deferrals  on file under the TBEI Union Plan shall be deemed to have elected the same  percentage of deferrals as he or she elected under the TBEI Union Plan as Pre-Tax  Contributions or Roth Contributions, respectively, until he or she makes a Pre-  Tax Contribution election under Subsection 4.1 or a Roth Contribution election  under Subsection 4.4. Each TBEI Union Plan participant who, immediately  before becoming a Participant in this Plan, was eligible to participate in the TBEI  Union Plan but was not making Code Section 401(k) or Roth compensation  deferrals under the TBEI Union Plan shall be subject to the deemed Pre-Tax  Contribution rules of subsection 4.1(a) and the Automatic Annual Increase, until  he or she makes a contribution election under Subsection 4.1 or Subsection 4.4, as  applicable. In addition, the automatic annual increase program under Paragraph  4.1(c) shall apply, effective January 1, 2021, to a TBEI Union Plan participant  who becomes a Participant in this Plan as a result of the TBEI Union Plan Merger.    (c) Eligibility Service. For each Participant who was an active participant in the  TBEI Union Plan immediately prior to the TBEI Union Merger Date, such  Participant’s period of employment with Truck Bodies & Equipment  International, Inc. (“TBEI”) (including any other participating employer under the  TBEI Union Plan), beginning with such Participant’s most recent date of hire (or  rehire) by TBEI (or other participating employer under the TBEI Union Plan),  shall be counted in full for purposes of determining such Participant’s Years of  Eligibility Service under the Plan.    (d) Vesting Service. For each Participant who was a participant in the TBEI Union  Plan immediately prior to the TBEI Union Merger Date, such Participant’s period  of employment with TBEI (including any other participating employer under the  TBEI Union Plan) that would have been taken into account as years of vesting  service under the TBEI Union Plan prior to the TBEI Union Merger Date shall be  counted in full for purposes of determining such Participant’s Vesting Service. In  addition, each Participant who was an active participant in the TBEI Union Plan  immediately prior to the TBEI Union Merger Date shall receive one additional  year of Vesting Service, effective on the TBEI Union Merger Date. Such  additional year of Vesting Service shall apply both with respect to the vesting  percentage of the portion of such Participant’s Accounts attributable to (i)  employer matching contributions and employer nonelective profit sharing  contributions that transferred from the TBEI Union Plan to the Plan as a result of  the TBEI Union Merger, as well as to (ii) Matching Contributions received under  this Plan (if any) after the TBEI Union Merger Date.    C-5 Loans. Notwithstanding any provision of the Plan to the contrary, any  outstanding loan on the TBEI Union Merger Date that had been made to a Participant under the  TBEI Union Plan shall be maintained on and after the TBEI Union Merger Date under the Plan  until all amounts of principal and interest thereon have been repaid. The terms and conditions  





 






Supplement C-3  AmericasActive:14265831.9    relating to such outstanding loans shall continue as in existence immediately prior to the TBEI  Union Merger Date.    C-6 Committee’s Actions. The Committee shall take such actions as it deems  necessary or desirable to accomplish the transfer as described in this Supplement C.  





 






AmericasActive:14265831.9   EXHIBIT A  List of Former Employers    The below is a list of former Employers under the Plan and the date upon which they ceased to  be an Employer under the Plan.    Former Employer Date Upon Which Ceased to  Be an Employer  Allied Tool Products, Inc. 12/28/2004  Basset Rotary Tool Company 12/27/1996  ClappDico Corporation 1/31/2007  Dayton Progress Corporation 4/21/2008  E-One, Inc. - includes E-One New York, Inc. (Salisbury Fire  Rescue)  8/4/2008  Federal APD Inc. 2012  Federal Sign, Inc. 5/1/2003  Justrite Manufacturing Company LLC 12/15/2004  Leach North America Ltd. 2005  Manchester Tool Company 1/31/2007  On Time Machining Company 1/31/2007  Pauluhn, Inc. (includes Pauluhn Electric Manufacturing  Company, LLP)  11/24/2009  PCS Company 4/21/2008  PIPs Technology Inc. 2012  Sirit Corp. 2012  Technical Tooling, Inc. 12/10/2004  VESystems, LLC 2012  Victor Products USA, Inc. 1/1/2020                                  Exhibit A-1  





 






AmericasActive:14265831.9   CERTIFICATE    Federal Signal Corporation, acting through its Benefits Planning Committee, hereby  adopts this amendment and restatement of the Federal Signal Retirement Savings Plan in the  form attached hereto.    Dated this ___ day of December, 2019.      FEDERAL SIGNAL CORPORATION               /s/  Paul Wittig                                 .  For the Federal Signal Corporation  Benefits Planning Committee