Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On December 5, 2008, the Board of Directors of Federal Signal Corporation (the "Company") approved an amendment to Section 2.13 of the Company's Amended and Restated Bylaws effective immediately. The Amended and Restated Bylaws of the Company, as amended to date (the "Bylaws"), are filed as Exhibit 3.b. attached hereto. Section 2.13 of the Bylaws, as amended, provides for election of directors by a majority of the votes cast for each director. Previously, directors were elected by a plurality of the vote. The Board of Directors has also adopted a director resignation policy relating to the majority voting provision of the Bylaws pursuant to which each incumbent director will execute and deliver to the Company an advance irrevocable resignation that will be effective in the event that such incumbent director fails to receive more total votes cast "for" his or her election than total "withhold" votes. In this event, under the director resignation policy, the Nominating and Governance Committee will recommend to the Board of Directors the action to be taken with respect to such director's contingent resignation and the Board of Directors will take action on the Committee's recommendation no later than 180 days following the date of the stockholders' meeting at which the election occurred. Following the Board of Director's action, the Company will publicly disclose the Board's decision including an explanation of the process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

3.b. Amended and Restated By-Laws of Federal Signal Corporation, as further amended December 5, 2008

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