sc13da106297043_03122008.htm

RAMIUS LLC

C4S & Co., L.L.C.,

as managing member

/s/ Morgan B. Stark

Morgan B. Stark

Authorized Signatory

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Federal Signal Corporation

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

313855108

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 12, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON PARCHE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 607,849
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 607,849
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 607,849
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,191,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,191,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,191,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON RCG ENTERPRISE, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 607,849
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 607,849
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 607,849
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,799,068
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,799,068
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,799,068
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,799,068
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,799,068
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,799,068
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,799,068
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,799,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,799,068
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,799,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,799,068
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,799,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 313855108

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,799,068
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,799,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,799,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 313855108

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Schedule 13D”). One of the purposes of amending the Schedule 13D is to reflect the change in name of Ramius Capital Group, L.L.C. to Ramius LLC (“Ramius”). This Amendment No. 1 amends the Schedule 13D as specifically set forth.

The first paragraph of Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Starboard and Parche were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 3,799,068 Shares beneficially owned in the aggregate by Starboard and Parche is approximately $47,082,450, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On March 12, 2008, the Reporting Persons and the Issuer entered into a settlement agreement (the “Settlement Agreement”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, among other things, the Issuer agreed: (i) to appoint Dennis Martin (“Mr. Martin”) to serve as a Class I director on the Issuer’s board of directors (the “Board”), effective as of the execution of the Settlement Agreement, (ii) to hold the 2008 annual meeting of stockholders of the Issuer (the “2008 Annual Meeting”) on April 22, 2008, or within 30 days thereafter, (iii) to increase the size of the Board from nine to ten members, effective as of the date of the 2008 Annual Meeting, (iv) to nominate and recommend the election of Mr. Martin as a Class III director at the 2008 Annual Meeting to serve for a three-year term expiring at the Issuer’s annual meeting of stockholders in 2011, (v) to take all action necessary in furtherance of the appointment of Mr. Martin as a member of any special committee of the Issuer’s Board that may be established in the future during his term as a director, (vi) after the 2008 Annual Meeting, to immediately appoint a candidate, selected by the Reporting Persons and approved by the Issuer’s Corporate Governance Committee, to fill the Class I vacancy on the Board (the “Class I Director”), and (vii) to take all action necessary in furtherance of the appointment of the Class I Director as a member of the CEO Search Committee of the Board. Additionally, upon execution of the Settlement Agreement, the Reporting Persons will have the right to appoint an observer to the Board, who will be permitted to be present at all meetings of the full Board of the Issuer and the CEO Search Committee.

Pursuant to the terms of the Settlement Agreement, among other things, the Reporting Persons agreed: (i) not to nominate any other person for election to the Board at the 2008 Annual Meeting, (ii) not to submit any proposal or bring any business other than specified in the Settlement Agreement before the 2008 Annual Meeting, (iii) to attend the 2008 Annual Meeting in person or by proxy and vote all the shares of common stock of the Issuer owned by the Reporting Persons and their affiliates (as defined in the Settlement Agreement) for the election of the 2008 Nominees and the ratification of the appointment of the Issuer’s independent registered public accounting firm, and (iv) not to directly or indirectly, from the date of the Settlement Agreement through the 2008 Annual Meeting, make any statements or take any actions in opposition to the election of the 2008 Nominees at the 2008 Annual Meeting, or enter into any agreement, understanding or arrangement with such purpose.

CUSIP NO. 313855108

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 47,787,969 Shares outstanding, as of January 31, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2008.

Parche

(a)

As of the date hereof, Parche beneficially owned 607,849 Shares.

Percentage: Approximately 1.3%.

(b)

1. Sole power to vote or direct vote: 607,849

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 607,849

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Parche in the past 60 days are set forth in Schedule A and are incorporated by reference.

Starboard

(a)

As of the date hereof, Starboard beneficially owned 3,191,219 Shares.

Percentage: Approximately 6.7%.

(b)

1. Sole power to vote or direct vote: 3,191,219

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,191,219

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard in the past 60 days are set forth in Schedule A and are incorporated by reference.

C.	RCG Enterprise

(a)

As of the date hereof, RCG Enterprise, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed the beneficial owner of the 607,849 Shares owned by Parche.

Percentage: Approximately 1.3%.

(b)

1. Sole power to vote or direct vote: 607,849

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 607,849

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Enterprise did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares by Parche in the past 60 days are set forth in Schedule A and are incorporated by reference.

CUSIP NO. 313855108

D.	RCG Starboard Advisors

(a)

As of the date hereof, as the managing member of Parche and the investment manager of Starboard, RCG Starboard Advisors may be deemed the beneficial owner of the (i) 3,191,219 Shares owned by Starboard, and (ii) 607,849 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b)

1. Sole power to vote or direct vote: 3,799,068

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,799,068

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

Ramius

(a)

As of the date hereof, as the sole member of RCG Starboard Advisors, Ramius may be deemed the beneficial owner of the (i) 3,191,219 Shares owned by Starboard and (ii) 607,849 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b)

1. Sole power to vote or direct vote: 3,799,068

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,799,068

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

C4S

(a)

As of the date hereof, as the managing member of Ramius, C4S may be deemed the beneficial owner of the (i) 3,191,219 Shares owned by Starboard and (ii) 607,849 Shares owned by Parche.

Percentage: Approximately 7.9%.

CUSIP NO. 313855108

(b)

1. Sole power to vote or direct vote: 3,799,068

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,799,068

4. Shared power to dispose or direct the disposition: 0

(c)

C4S did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

G.	Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

(a)

As of the date hereof, as the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of the (i) 3,191,219 Shares owned by Starboard and (ii) 607,849 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,799,068

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,799,068

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares in the past 60 days. The transactions in the Shares in the past 60 days on behalf of Starboard and Parche, which were all in the open market, are set forth in Schedule A and are incorporated by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.

(e)

Not applicable.

Item 6 is hereby amended to add the following:

On March 12, 2008, the Reporting Persons entered into the Settlement Agreement with the Issuer, the terms of which are described in Item 4.

Item 7 is hereby amended to include the following exhibits:

Exhibit 99.1

Settlement Agreement, dated March 12, 2008.

CUSIP NO. 313855108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2008

PARCHE, LLC			RCG STARBOARD ADVISORS, LLC
By:	RCG Starboard Advisors, LLC, its managing member		By:	Ramius LLC, its sole member

STARBOARD VALUE AND		RCG ENTERPRISE, LTD
OPPORTUNITY MASTER FUND LTD.		By:	Ramius LLC,
By:	RCG Starboard Advisors, LLC, its investment manager		its investment manager

		RAMIUS LLC
		By:	C4S & Co., L.L.C., as managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

CUSIP NO. 313855108

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

PARCHE, LLC

592	10.9119	1/25/2008
7,408	10.9922	1/28/2008
5,600	10.7239	2/05/2008
2,400	10.6786	2/06/2008
8,000	10.7494	2/08/2008
8,000	10.8376	2/11/2008
8,000	11.0341	2/12/2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

3,108	10.9119	1/25/2008
38,892	10.9922	1/28/2008
29,400	10.7239	2/05/2008
12,600	10.6786	2/06/2008
42,000	10.7494	2/08/2008
42,000	10.8376	2/11/2008
42,000	11.0341	2/12/2008

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is made and entered into as of March 12, 2008, by and among Federal Signal Corporation, a Delaware corporation (the “Company”), and each of the entities and natural persons listed on Exhibit A hereto (such entities and natural persons, collectively, the “Ramius Group” and each, individually, a “member” of the Ramius Group) which presently are or may be deemed to be members of a “group” with respect to the beneficial ownership of the common stock of the Company, par value $.01 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

RECITALS:

WHEREAS, the Company and the Ramius Group have engaged in various discussions and communications concerning the Company’s business, financial performance and strategic plans; and

WHEREAS, the Ramius Group has indicated to the Company that it may nominate a slate of nominees for election to the Company’s board of directors (the “Board”) at the 2008 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2008 Annual Meeting”) and solicit proxies for the election of its slate of nominees at the 2008 Annual Meeting (a “Proxy Solicitation”); and

WHEREAS, the Company and the members of the Ramius Group have determined (i) that the interests of the Company and its stockholders would be best served at this time by, among other things, avoiding a Proxy Solicitation and the expense and disruption that may result therefrom and (ii) to come to an agreement with respect to certain matters related to the 2008 Annual Meeting and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Board Matters; Board Appointments; 2008 Annual Meeting; Committee Appointments.

(a) Prior to the execution of this Agreement (i) the Corporate Governance Committee of the Board has reviewed and approved the qualifications Dennis Martin (“Mr. Martin”) to serve as a member of the Board, and (ii) the Board has determined that Mr. Martin is “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, is hereinafter referred to as an “Independent Director”). By execution of this Agreement, Mr. Martin hereby consents to be nominated for election to the Board at the 2008 Annual Meeting.

(b) The Company hereby confirms that the Board and all applicable committees of the Board have appointed Mr. Martin to serve as a Class I director of the Board, effective as of the execution of this Agreement.

(c) The 2008 Annual Meeting shall be held on April 22, 2008, or within 30 days thereafter. The Company intends to file its definitive proxy statement with respect to the 2008 Annual Meeting on March 17, 2008, or as soon as practicable thereafter. Upon execution of this Agreement, the Board and all applicable committees of the Board shall (i) take all necessary actions to increase the size of the Board from nine (9) to ten (10) members effective as of the date of the 2008 Annual Meeting, (ii) nominate Mr. Martin for election to the Board at the 2008 Annual Meeting to fill the new position resulting from the increase in the size of the Board, and (iii) take the necessary actions such that Mr. Martin shall be nominated for election as a Class III director at the 2008 Annual Meeting for a three-year term expiring at the Company’s annual meeting of stockholders in 2011. The Board shall not seek to increase the size of the Board to include more than ten (10) members at any time before the Company’s 2009 annual meeting of stockholders (the “2009 Annual Meeting”).

(d) Mr. Martin, Mr. Campbell, Mr. Jones and Ms. Reichelderfer, the four Class III directors nominated by the Board for re-election at the 2008 Annual Meeting, shall be recommended to the Company’s stockholders for election at the 2008 Annual Meeting (collectively, the “2008 Nominees”). The Company shall include this recommendation in its proxy materials for the 2008 Annual Meeting, and neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall cause the form of proxy used for the 2008 Annual Meeting to solicit authority to vote for the 2008 Nominees at the 2008 Annual Meeting, and the Company shall use commercially reasonable efforts to solicit proxies in favor of the election of the 2008 Nominees at the 2008 Annual Meeting.

(e) Following the date of the 2008 Annual Meeting, the Ramius Group shall have the right to recommend to the Board of Directors a person that meets the qualifications of an Independent Director to fill the Class I vacancy on the Board resulting from the increase in the size of the Board and election of Mr. Martin to serve as a Class III director. The Corporate Governance Committee shall review the qualifications of such person, and if it reasonably determines in good faith that such person meets the qualifications of the Board, it shall recommend such person to the Board for appointment as a Class I director. If the Corporate Governance Committee determines that such person shall not meet the qualifications of the Board, the Ramius Group shall have the right to propose additional persons so qualified to be considered and appointed in accordance with the provisions of this Section 1(e). The Board shall immediately appoint any such qualified candidate proposed by the Ramius Group to fill the Class I vacancy as soon as such candidate’s qualifications have been reviewed and approved by the Corporate Governance Committee. If, after the 2008 Annual Meeting, the Ramius Group has identified a candidate whose qualifications have been reviewed and approved by the Corporate Governance Committee, the Company shall immediately appoint such candidate to the Board as a Class I director.

(f) Upon the execution of this Agreement, the Ramius Group shall have the right to appoint an observer to the Board (the “Board Observer”). The Board Observer will (1) receive copies of all notices and written information furnished to the full Board and the CEO Search Committee at substantially the same time they are so furnished, and (2) be permitted to be present at all meetings of the full Board and the CEO Search Committee (whether by phone or in person). Notwithstanding the foregoing, (i) the Company shall be

entitled to withhold any information and exclude the Board Observer from any meeting, or any portion thereof, as is reasonably determined by the Company to be necessary to protect the Company’s attorney-client privilege, and (ii) the Board Observer shall execute a confidentiality agreement in form and substance reasonably acceptable to the Company with respect to the information and discussions to which the Board Observer will have access. The rights of the Board Observer shall terminate upon the date of appointment to the Board of any person proposed by the Ramius Group in accordance with Section 1(e) above.

(g) The parties hereto acknowledge that the only matters that may be presented by the Company for consideration at the 2008 Annual Meeting include the election of the 2008 Nominees, the ratification of the Company’s independent registered public accounting firm and any proposals submitted by stockholders pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the 2008 Annual Meeting. At the 2008 Annual Meeting, the Ramius Group shall appear in person or by proxy and vote all shares of Common Stock beneficially owned by it and its Affiliates (as defined below): in favor of the election to the Board of the 2008 Nominees and in favor of ratification of the appointment of the Company’s independent registered public accounting firm. The Ramius Group shall cause to be executed proxies for the 2008 Nominees (in the form utilized by the Company to solicit proxies for all stockholders) so as to vote all shares of Common Stock beneficially owned by it and its Affiliates: in favor of the election to the Board of the 2008 Nominees and in favor of ratification of the appointment of the Company’s independent registered public accounting firm. The Ramius Group shall not withdraw or modify any such proxies once submitted. From the date hereof through the 2008 Annual Meeting, neither the Company, the Ramius Group nor any member of the Ramius Group shall directly or indirectly make any statements or engage in any activities in opposition to the election of the 2008 Nominees at the 2008 Annual Meeting or enter into any agreement, understanding or arrangement with the purpose or effect to cause or further any of the foregoing.

(h) Neither the Ramius Group nor any member of the Ramius Group shall (i) nominate any other person for election at the 2008 Annual Meeting or (ii) submit any proposal for consideration at, or bring any other business before, the 2008 Annual Meeting, directly or indirectly. The Ramius Group shall not enter into any agreement, understanding or arrangement with the purpose or effect to cause or further any of the foregoing or otherwise engage in any activities with the purpose or effect to cause or further any of the foregoing.

(i) If at any time during the period from the date of this Agreement until the earlier to occur of (i) the day after the date of the Company’s 2009 Annual Meeting of Stockholders, or (ii) the date that is 30 days after the one-year anniversary of the 2008 Annual Meeting (such period, the “Representation Period”) there shall occur a vacancy in a Board seat previously occupied by Mr. Martin or any other person proposed by the Ramius Group to serve as a member of the Board (each individually, a “Ramius Director” and collectively, the “Ramius Directors”) by reason of the resignation, removal, death or incapacity of such Ramius Director, then the Company shall take all necessary action to promptly fill such vacancy with a person proposed by the Ramius Group that meets the qualifications of an Independent Director, unless the Corporate Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Ramius Group shall have the right to promptly propose additional persons so qualified to be appointed in accordance with the provisions of this Section 1(i). Any replacement director appointed pursuant to this Section 1(i) shall also be referred to as a “Ramius Director.”

(j) Except as otherwise provided in Section 1(e), if the total number of shares of Common Stock held in the aggregate by members of the Ramius Group falls below an amount equal to 4% of the shares of Common Stock outstanding as of the date of this Agreement, then the right of the Ramius Group under Section 1(i) of this Agreement, as it specifically relates to the ability of the Ramius Group to fill a vacancy in the Board during the Representation Period caused by the resignation, removal, death or incapacity of a Ramius Director, shall automatically terminate (without terminating or limiting in any respect any of the Ramius Group’s other rights under Section 1(i)).

(k) In accordance with Article IV of the Company’s Bylaws, the Company shall take all action necessary in furtherance of the appointment of Mr. Martin as a member of any special committee of the Board that may be established in the future during his term as a director; provided that Mr. Martin is then qualified to serve on any such committee under applicable law and the listing requirements of the New York Stock Exchange. No later than seven (7) days following the appointment or election of a Ramius Director pursuant to Section 1(e) hereof, the Company shall take all action necessary in furtherance of the appointment of such Ramius Director as a member of the CEO Search Committee of the Board.

(l) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Representations and Warranties of the Company.

The Company represents and warrants to the Ramius Group that (a) the Company has the corporate power and authority to execute the Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound and (d) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit the Company to perform its obligations under this Agreement, except for such as have been obtained.

Representations and Warranties of the Ramius Group.

The Ramius Group shall cause its Affiliates to comply with the terms of this Agreement. Each member of the Ramius Group listed herein, on behalf of himself or itself, as applicable, represents and warrants to the Company that (a) as of the date hereof, the Ramius Group and each member of the Ramius Group beneficially owns only the number of shares of Common Stock as described opposite his or its name on Exhibit A and Exhibit A includes all Affiliates of any members of the Ramius Group that own any securities of the Company beneficially or of record, (b) this Agreement has been duly and validly authorized, executed and delivered by such member, and constitutes a valid and binding obligation and agreement of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) each signatory to this Agreement by any member of the Ramius Group has the authority to execute the Agreement on behalf of himself and the applicable member of the Ramius Group associated with that signatory’s name, and to bind such member of the Ramius Group to the terms hereof, (d) no member of the Ramius Group is party to any agreement regarding the voting or disposition of shares of Common Stock, (e) the execution, delivery and performance of this Agreement by each member of the Ramius Group does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, and (f) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit any member of the Ramius Group to perform such member’s obligations under this Agreement, except for such as have been obtained.

Confidentiality.

The members of the Ramius Group (each, a “Recipient”) each acknowledge the confidential and proprietary nature of the Confidential Information (as defined below) and agree that the Confidential Information (a) will be kept confidential by Recipient and Recipient’s Representatives (as defined below) and (b) will not be disclosed by Recipient (except to other Recipients and their Affiliates and Associates and such person’s Representatives to the extent contemplated by this Agreement) or by Recipient’s Representatives to any person except with the specific prior written consent of the Company or except as expressly otherwise permitted by this Agreement. It is understood that (i) Recipient may disclose Confidential Information only to those of Recipient’s Representatives who are informed by Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement, (ii) Recipient shall be responsible for the breach of the provisions of this Section 4 by Recipient’s Representatives and (iii) the provisions of this Section 4 shall not apply to any director of the Company in his or her capacity as such. As used in this Agreement, the term “Confidential Information” means and includes any and all of the information concerning the business and affairs of the Company that may hereafter be disclosed to Recipient by the Company or by the directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (“Representatives”) of the Company; provided that “Confidential Information” shall not include information

that (a) was in or enters the public domain or was or becomes generally available to the public other than as a result of disclosure by Recipient or any Representative thereof, (b) was independently acquired by Recipient or its Representatives without violating any of the obligations of Recipient or its Representatives under this Agreement, or under any other contractual, legal, fiduciary or binding obligation of Recipient or its Representatives with or to the Company, (c) was available, or becomes available, to Recipient or its Representatives on a nonconfidential basis other than as a result of its disclosure to Recipient by the Company or any Representative of the Company, but only if to the knowledge of Recipient the source of such information (A) is not bound by a confidentiality agreement with the Company or (B) is not otherwise prohibited from transmitting the information to Recipient or Recipient’s Representatives by a contractual, legal, fiduciary or other binding obligation with or to the Company, or (d) was independently developed by Recipient or its Representatives. The Company acknowledges that no member of the Ramius Group or its Affiliates, Associates or Representatives thereof shall be deemed to be in possession of Confidential Information solely by reason of receipt of such Confidential Information by any Ramius Director. The members of the Ramius Group acknowledge that they, as well as their Representatives, are aware that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Public Announcements.

Following the execution of this Agreement, the Company shall issue the press release announcing the terms of this Agreement, in the form attached hereto as Exhibit B (the “Press Release”), and shall file a Current Report on Form 8-K with the SEC disclosing the terms of this Agreement and attaching as exhibits this Agreement and the Press Release. None of the parties hereto will make any other public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release. Upon the appointment of a director to fill the Class I vacancy pursuant to Section 1(e) hereof, the Company shall issue a press release in a form reasonably acceptable to the Ramius Group to announce such appointment. The Company shall provide the Ramius Group with a draft of the press release for its review at least twenty-four (24) hours prior to its issuance. Neither the Ramius Group nor any of its members shall make any public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange); provided, however, that nothing herein shall limit the ability of the Ramius Group to (i) issue any public statement, including any statement pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, regarding its opposition to any matters submitted for a vote of stockholders or any Board-approved proposals or (ii) issue any public statement, including any statement pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, regarding how it intends to vote and the reasons therefor with respect to any extraordinary transaction of any kind or nature between the Company and any third party or related party or (iii) in a manner consistent with this Agreement, file an amendment or amendments to its Schedule 13D regarding the Common Stock of the Company as required by law or to make other securities or tax filings as required by law.

Specific Performance.

Each of the members of the Ramius Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Ramius Group or any of them, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

Expenses.

The Company shall reimburse the Ramius Group for its reasonable, documented out-of-pocket fees and expenses incurred (including legal expenses) in connection with the Schedule 13D, matters related to the 2008 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $20,000 in the aggregate.

Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Federal Signal Corporation

1415 West 22nd Street

Oak Brook, Illinois 60523

Attention: Jennifer Sherman, Esq.

Facsimile: 630-954-2138

With a copy to:

Thompson Coburn LLP

One US Bank Plaza

St. Louis, Missouri 63101

Attention: Robert M. LaRose, Esq. and Andrew J. Klinghammer, Esq.

Facsimile: 314-552-6000

If to the Ramius Group or any member of the Ramius Group:

RCG Starboard Advisors, LLC

c/o Ramius LLC

666 Third Avenue, 26th Floor

New York, New York 10017

Attention: Mark Mitchell and Owen Littman

Facsimile: 212-845-7995

With a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steven Wolosky, Esq.

Facsimile: (212) 451-2222

10.

Applicable Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws provisions thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept, or determines that it does not have, jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any

reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

11.

Counterparts.

This Agreement and any amendments hereto may be executed and delivered in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

12.

Entire Agreement; Amendment and Waiver; Successors and Assigns.

This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of the Ramius Group, the prior written consent of the Company, and with respect to the Company, the prior written consent of the Ramius Group.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

FEDERAL SIGNAL CORPORATION

By:	/s/ Jennifer L. Sherman
	Name:	Jennifer L. Sherman
	Title:	Vice-Presindet, General Counsel

THE RAMIUS GROUP:

PARCHE, LLC			RCG STARBOARD ADVISORS, LLC
By:	RCG Starboard Advisors, LLC, its managing member		By:	Ramius LLC, its sole member

By:	/s/ Morgan B. Stark		By:	/s/ Morgan B. Stark
	Name:	Morgan B. Stark		Name:	Morgan B. Stark
	Title:	Authorized Signatory		Title:	Authorized Signatory

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.			RCG ENTERPRISE, LTD
By:	RCG Starboard Advisors, LLC, its investment manager		By:	Ramius LLC, its investment manager

By:	/s/ Morgan B. Stark		By:	/s/ Morgan B. Stark
	Name:	Morgan B. Stark		Name:	Morgan B. Stark
	Title:	Authorized Signatory		Title:	Authorized Signatory

/s/ Morgan B. Stark

MORGAN B. STARK

Individually and as attorney-in-fact for

Peter A. Cohen, Jeffrey M. Solomon and Thomas W. Strauss

EXHIBIT A

The Ramius Group

Parche, LLC	607,849
Starboard Value and Opportunity Master Fund Ltd.	3,191,219
RGC Starboard Advisors, LLC	3,799,068
Ramius LLC	3,799,068
C4S & CO., LLC	3,799,068
RCG Enterprise, Ltd	607,849
Peter A. Cohen	3,799,068
Morgan B. Stark	3,799,068
Jeffrey M. Solomon	3,799,068
Thomas W. Strauss	3,799,068

EXHIBIT B

[PRESS RELEASE]