Glass Lewis & Co. Recommends Federal Signal Stockholders Vote for All Three of Federal...

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Mon Apr 20, 2009 6:29pm EDT

Glass Lewis & Co. Recommends Federal Signal Stockholders Vote for All Three of
Federal Signal's Director Nominees on the WHITE Proxy Card

Second Leading Independent Proxy Advisory Firm Endorses Federal Signal's
Director Nominees

OAK BROOK, Ill., April 20 /PRNewswire-FirstCall/ -- Federal Signal Corporation
(NYSE: FSS), a leader in advancing security and well-being, today announced
that Glass Lewis & Co., a leading independent proxy advisory firm, recommends
that Federal Signal stockholders support all three of the Company's director
nominees at Federal Signal's 2009 Annual Meeting of Stockholders to be held on
April 29, 2009.

As previously announced, RiskMetrics Group/ISS Governance Services, another
leading independent proxy advisory firm, also recommended that Federal Signal
stockholders vote FOR all the Board's director nominees.  Glass Lewis and
RiskMetrics are widely recognized as the nation's two leading independent
proxy voting and corporate governance advisory firms.  The analyses and
recommendations of Glass Lewis and RiskMetrics are relied upon by hundreds of
major institutional investment firms, mutual funds and fiduciaries throughout
the United States.

In its April 20, 2009, report recommending that Federal Signal stockholders
elect all three of the Board's nominees, Glass Lewis stated that it "...
believe[s] that the current board members have the appropriate background and
independence to oversee the executive team and Company going forward and that
the participation of the Dissident on the board is unwarranted at this
time."(1)

Glass Lewis also states that new CEO, Bill Osborne, "has been in place for
only a short time" and that "the board has a new strategic plan in place."(1)

"We are pleased that two of the nation's leading independent proxy advisory
firms - RiskMetrics and now Glass Lewis - recommend that Federal Signal
stockholders vote FOR all the Board's director nominees," said John McCartney,
an independent director speaking on behalf of Federal Signal's Board.  "Glass
Lewis and RiskMetrics share our long-held belief that Federal Signal has the
right plan and the right Board and management team to lead the Company and
create stockholder value."

As previously announced, RiskMetrics stated the following in its April 17,
2009 report recommending that Federal Signal stockholders elect all three of
the Board's nominees(1):

    --  "... we note that since the removal of the previous management team
        in Dec. 2007, the company has not only performed largely in line with
        its peer group in terms of share price performance but also has
        substantially improved its operating metrics."
    --  "With respect to election of three directors to a ten member
        classified board, we note that two of the three company nominees,
Joseph
        Wright and William Osborne are new and joined the board in 2008.
        Moreover, five of the nine non-executive directors have been on the
        board since 2005 ... Meanwhile, Mr. Gerbsman, the third dissident
        nominee does not seem to have any direct industry/sector operating or
        public board experience."
    --  "...we note that [Kanders] applied for the CEO position and only
        after his candidacy was turned down, he initiated the proxy contest.
As
        such, even though Mr. Kanders has publicly stated that he is no longer
        interested in the CEO position and would work with the new management,
        we believe that the being 'disruptive' argument may have some
        merit in this case."


    --  "Regarding the new management team, we note that analyst reports
        had a favorable opinion of Mr. Osborne at the time of his
        appointment."




Federal Signal urges stockholders to follow the RiskMetrics and Glass Lewis
recommendations by signing, dating and returning the WHITE proxy card today. 
For additional information on how to vote their shares, stockholders should
call Innisfree M&A Incorporated, toll-free, at (877) 800-5186.

TIME IS SHORT AND YOUR VOTE IS IMPORTANT!

To ensure that your vote is represented at the meeting, we urge you to vote
TODAY by Internet or telephone by following the simple instructions on your
WHITE proxy card.

If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:

INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free:  (877) 800-5186
Banks and Brokers Call Collect:  (212) 750-5833


About Federal Signal

Federal Signal Corporation (NYSE: FSS) enhances the safety, security and
well-being of communities and workplaces around the world.  Founded in 1901,
Federal Signal is a leading global designer and manufacturer of products and
total solutions that serve municipal, governmental, industrial and
institutional customers.  Headquartered in Oak Brook, Ill., with manufacturing
facilities worldwide, the Company operates three groups: Safety and Security
Systems, Environmental Solutions and Fire Rescue.  For more information on
Federal Signal, visit: http://www.federalsignal.com.

Forward-Looking Language

This news release may contain words such as "may," "will," "believe,"
"expect," "anticipate," "intend," "plan," "project," "estimate" and
"objective" or the negative thereof or similar terminology concerning Federal
Signal's future financial performance, business strategy, plans, goals and
objectives. These expressions are intended to identify forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include information concerning Federal
Signal's possible or assumed future performance or results of operations and
are not guarantees. While these statements are based on assumptions and
judgments that management has made in light of industry experience as well as
perceptions of historical trends, current conditions, expected future
developments and other factors believed to be appropriate under the
circumstances, they are subject to risks, uncertainties and other factors that
may cause Federal Signal's actual results, performance or achievements to be
materially different from those stated. Such risks and uncertainties include
but are not limited to: economic conditions in various regions, product and
price competition, supplier and raw material prices, foreign currency exchange
rate changes, interest rate changes, increased legal expenses and litigation
results, legal and regulatory developments and other risks and uncertainties
described in filings with the Securities and Exchange Commission ("SEC").

Important Information

In connection with the solicitation of proxies, on March 30, 2009, Federal
Signal filed with the SEC and, on March 31, 2009, mailed to stockholders a
definitive proxy statement and a WHITE proxy card for its 2009 Annual Meeting
of Stockholders. Stockholders may obtain Federal Signal's proxy statement, a
WHITE proxy card and any amendments or supplements and other documents for
free by contacting Innisfree M&A Incorporated toll-free at (877) 800-5186.

(1) Permission to use quotations was neither sought nor obtained.


SOURCE  Federal Signal Corporation

William G. Barker III, Senior Vice President & Chief Financial Officer of
Federal Signal Corporation, +1-630-954-2000, wbarker@federalsignal.com; or
Matthew Sherman, msherman@joelefrank.com, or Tim Lynch, tlynch@joelefrank.com,
both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Federal
Signal Corporation
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