2003 Committee Charter : FSS

FEDERAL SIGNAL CORPORATION
BOARD OF DIRECTORS
COMPENSATION & BENEFITS COMMITTEE CHARTER
Purpose
The Compensation and Benefits Committee is appointed by the Board to discharge
the Board's responsibilities relating to compensation of the Company's officers and
review the Company's benefit plans. The Committee has overall responsibility for
approving and evaluating the officer and employee compensation plans, policies and
programs of the Company.
The Compensation and Benefits Committee is also responsible for producing an
annual report on executive compensation for inclusion in the Company's proxy
statement.
Committee Membership
The Compensation and Benefits Committee shall consist of no fewer than three
members. The members of the Compensation and Benefits Committee shall meet
the independence requirements of the New York Stock Exchange.
The members of the Compensation and Benefits Committee shall be appointed by
the Board on the recommendation of the Corporate Governance Committee.
Compensation and Benefits Committee members may be replaced by the Board.
Committee Authority and Responsibilities
1. The Compensation and Benefits Committee shall have the authority to retain
and terminate any compensation consultant to be used to assist in the
evaluation of the CEO, principal officers and group presidents (collectively the
"Officers") compensation or senior executive compensation and shall have
authority to approve the consultant's fees and other retention terms. The
Compensation and Benefits Committee shall also have authority to obtain
advice and assistance from internal or external legal, accounting or other
advisors.
2. The Compensation and Benefits Committee shall annually review and approve
corporate goals and objectives relevant to CEO compensation, evaluate the
CEO's performance in light of those goals and objectives, and establish the
CEO's compensation levels based on this evaluation. In determining the longterm
incentive component of CEO compensation, the Compensation and
Benefits Committee will consider the Company's performance and relative
shareholder return, the value of similar incentive awards to CEOs at
comparable companies, and the awards given to the CEO in past years.
3. The Compensation and Benefits Committee shall annually review and
establish the compensation of the Officers, including participation in incentivecompensation
plans and equity-based plans.
4. The Compensation and Benefits Committee shall also be responsible for
annually reviewing the costs, funding and investment of funds related to the
pension and savings plans.
5. The Compensation and Benefits Committee shall annually review and
approve, for the CEO and Officers of the Company, (a) the annual base salary
level and (b) the annual incentive opportunity level.
6. The Compensation and Benefits Committee may form and delegate authority
to subcommittees when appropriate.
7. The Compensation and Benefits Committee shall make regular reports to the
Board.
8. The Compensation and Benefits Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes to
the Board for approval. The Compensation and Benefits Committee shall
annually review its own performance.