SECOND
AMENDMENT
TO
FEDERAL SIGNAL CORPORATION
SAVINGS RESTORATION PLAN
WHEREAS, Federal
Signal Corporation (the “Company”) maintains the
Federal Signal Corporation Savings Restoration Plan (the
“Plan”); and
WHEREAS, amendment
of the Plan now is considered desirable in order to update the Plan
to conform various Plan provisions to the final regulations under
Section 409A of the Internal Revenue Code;
NOW, THEREFORE, IT
IS RESOLVED that, pursuant to the power reserved to the Benefits
Planning Committee under Section 12 of the Plan, the Plan is
hereby amended in the following particulars, all effective as of
January 1, 2007:
1. By
substituting the phrase “Federal Signal Corporation Savings
Restoration Plan” for the phrase “Federal Signal
Corporation 401(k) Savings Restoration Plan” where the latter
phrase appears in the first sentence of subsection 1.1 of the
Plan
2. By
substituting the following for the last two sentences of subsection
1.1 of the Plan:
“The Plan
is designed to comply with the American Jobs Creation Act of 2004,
as amended (the ‘Jobs Act’), section 409A of the Code,
and final Treasury Regulations issued thereunder, effective
January 1, 2009. Prior to January 1, 2009, it is intended
that the Plan be interpreted according to a good faith
interpretation of the Jobs Act and section 409A of the Code, and
consistent with published guidance thereunder, including, without
limitation, IRS Notice 2005-1 and the proposed and final Treasury
Regulations under section 409A of the Code. Treatment of amounts
deferred under the Plan pursuant to and in
accordance with
any transition rules provided under all IRS published guidance and
other applicable authorities in connection with the Jobs Act or
section 409A of the Code, shall be expressly authorized hereunder
and shall be administered in accordance with procedures established
by the Company. In the event of any inconsistency between the terms
of the Plan and the Jobs Act or section 409A of the Code, the terms
of the Jobs Act and section 409A of the Code shall prevail and
govern.”
3. By
inserting the phrase “while the Employee is an Eligible
Individual” immediately after the parenthetical phrase
“(the ‘Qualified RSP Plan’)” where the
latter phrase appears in subsection 2.10 of the Plan.
4. By
inserting a comma and the phrase “all as determined within
the meaning of Code Section 409A and the regulations
thereunder” immediately before the period at the end of the
last sentence of subsection 2.12 of the Plan.
5. By
inserting a comma and the phrase “all as determined within
the meaning of Code Section 409A and the regulations
thereunder” immediately before the period at the end of
subsection 2.16 of the Plan.
6. By adding
the following sentence to the end of subsection 2.21 of the
Plan:
“By
becoming a Participant and making deferrals under this Plan, each
Participant agrees to be bound by the provisions of the Plan and
the determinations of the Company and the Committee
hereunder.”
7. By
substituting the following for the text of subsection 2.25 of the
Plan:
“Termination Date’ means, with
respect to an Employee Participant, the date on which the
Participant has a separation from service (within the meaning of
Section 409A of the Code and the regulations, notices and other
guidance thereunder, including death) with the Employers, the
Company and any subsidiary or affiliate of the Company, and, with
respect to a non-employee Board member Participant, the date on
which the Board member resigns, is removed or otherwise terminates
service on the Board (including death), all as determined by the
Committee. The date that an Employee’s performance of
services for all the
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Employers is
reduced to a level of less than 20% of the average level of
services performed in the preceding 36-month period, shall be
considered a Termination Date, and the performance of services at a
level of 50% or more of the average level of services performed in
the preceding 36-month period shall not be considered a Termination
Date.”
8. By
substituting the following for the first paragraph of subsection
3.1 of the Plan:
“For each
Plan Year commencing on or after 2007, each Employee of an Employer
whose Compensation is at a level such that he is likely to be, on a
sustained basis (as determined by the Committee), subject to the
limitations on Compensation that can be taken into account under
the Qualified RSP Plan, as described in Section 4 below, shall
be an Eligible Individual eligible to participate in the Plan while
he is determined by the Committee to satisfy the criteria described
above by making a deferral election pursuant to Section 4. An
Employee who first becomes an Eligible Individual during a Plan
Year sh
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