EXHIBIT 10.h

                        EMPLOYMENT TERMINATION AGREEMENT





March 7, 2003


Ms. Stephanie Kushner


Dear Stephanie:

This  letter  is to  confirm  our  agreement  that in the event  Federal  Signal
Corporation  terminates your employment without cause,  Federal will pay you, or
your designated beneficiary should you die while payments are pending, an amount
equal  to one  year's  salary  at the  annual  rate  then in  effect,  less  any
applicable taxes or other deductions. The amount owing to you hereunder shall be
paid in twelve equal monthly installments.  The amounts payable to you hereunder
shall be in addition to other payments, if any, required, as of your termination
date, by other  compensation  or employee  benefit plans  maintained by Federal;
however, you shall not be entitled to any employee benefits which require actual
employment during the twelve-month period.

Termination  of  employment  by  Federal  "without  cause"  means  that  Federal
terminates your employment for reason(s) other than (1) you fail to perform your
duties as an executive officer of Federal in any material respect (other than by
reason of illness or  physical or mental  disability),  or (2) you engage in any
dishonest or  fraudulent  acts or conduct in the  performance  of your duties to
Federal.

In exchange for payments hereunder, you agree (1) to provide consulting services
for up to 10 hours per month to Federal  during the payment  period,  (2) not to
compete  with  Federal or assist any entity  that  competes  with  Federal for a
period of two years after the payments are made  hereunder  (an entity is deemed
competitive with Federal if it is engaged in a line of business in which Federal
has  derived  at  least  10% of its  revenues  during  the two  years  prior  to
termination of employment in the same geographic area in which Federal  conducts
such  business),  (3) not to hire or assist in hiring any Federal  employees for
one year after  termination of your employment,  (4) not to disclose any Federal
trade  secrets  or  confidential  information,  and  (5) to  execute  a  release
satisfactory  to Federal of any and all claims you may have  against  Federal or
its affiliates.

                                               Sincerely,




Accepted:

The foregoing terms and conditions
are accepted and agreed to effective
this ____ day of ___________, 2003