AGREEMENT 




BY AND BETWEEN 




FIRST BUSINESS BANK AND 




COREY CHAMBAS 




(AMENDED AND RESTATED
JANUARY 1, 2005) 



















TABLE OF CONTENTS 




			
			Page
	Article 1.	DEFINITIONS	2 
		1.1   Definitions	2 
	Article 2.	RETIREMENT BENEFIT	5 
		2.1   Normal Retirement Benefit	5 
		2.2   Early Retirement Benefit	5 
		2.3   Withholding of Taxes	6 
		2.4   Notice of Retirement	6 
		2.5   Consulting	6 
	Article 3.	DEATH BENEFIT	7 
		3.1   Death Benefit	7 
		3.2   Alternative Death Benefit	8 
		3.3   Delayed Payment	8 
		3.4   Life Insurance	8 
		3.5   Withholding of Taxes	8 
	Article 4.	DISABILITY	8 
		4.1   Treatment of Disability	8 
		4.2   Retirement Benefit	8 
		4.3   Inflation Protection	8 
		4.4   Death Benefits	9 
		4.5   Delayed Payment	9 
	Article 5.	TERMINATION OF EMPLOYMENT BY THE COMPANY	9 
		5.1   Termination for Cause	9 
		5.2   Termination for Other Than Cause	9 
	Article 6.	CHANGE IN CONTROL BENEFIT	10 
		6.1   Change in Control Benefit	10 
		6.2   Withholding of Taxes	11 
	Article 7.	COVENANTS NOT TO COMPETE	12 
		7.1   Covenant Not to Compete	12 
		7.2   Solicitation	12 
		7.3   Covenant Not to Compete During Consulting Period	12 
		7.4   Trade Secrets Laws Not Limited	12 
	Article 8.	TERM OF AGREEMENT	12 
		8.1   Term of Agreement	12 
		8.2   Survival of Obligation	12 
	Article 9.	SUCCESSORS	13 
		9.1   Successors	13 
		9.2   Binding Effect	13 
	Article 10.	MISCELLANEOUS	13 
		10.1   Employment Status	13 
		10.2   Beneficiaries	13 
		10.3   Entire Agreement	13 
		10.4   Gender and Number	13 
		10.5   Severability	14 
		10.6   Modification	14 






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		10.7   Applicable Law	14 
		10.8   Full Time Employment	14 
		10.9   One Benefit Payable	14 
		10.10 Attorneys' Fees	14 





















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AGREEMENT 



        THIS
AMENDED AND RESTATED AGREEMENT is made and entered into as of this 1st day of January,
2005, by and between First Business Bank, a Wisconsin corporation (the
“Company”), and Corey Chambas, President and Chief Executive Officer of the
Company (the “Executive”). The parties agree that the agreement between them
dated September 1, 2004 is superseded by this Agreement and is no longer in effect. 



WITNESSETH: 



        WHEREAS,
it is desirable to amend and restate the Amended and Restated Agreement dated September 1,
2004, between the Company and the Executive to comply with requirements imposed by Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to
effect certain other changes; and 



        WHEREAS,
the Company shall provide the Executive and/or his beneficiaries with the death and
retirement benefits set forth in this Agreement, subject to the terms and conditions of
this Agreement, and said benefits shall be in addition to the Executive’s regular
compensation, bonus and employee benefits; and 



        WHEREAS,
the Board of Directors of the Company has approved the Company entering into this
Agreement with the Executive; and 



        WHEREAS,
the Executive has discharged the duties as a senior executive in a very capable and
skillful manner, resulting in substantial benefits to the Company; and 



        WHEREAS,
the Company desires the Executive to remain in its service and to continue to use his
knowledge and experience on behalf of the Company, and is willing to continue to offer the
Executive an incentive to do so in the form of death and retirement benefits; and 



        WHEREAS,
the Executive is willing to continue his efforts on behalf of the Company in exchange for
such an incentive; and 



        WHEREAS,
should the possibility of a Change in Control arise, the Board believes it imperative that
the Company and the Board should be able to rely upon the Executive to continue in his
position, and that the Company should be able to receive and rely upon his advice, if it
requests it, as to the best interests of the Company and its shareholders without concern
that he might be distracted by the personal uncertainties and risks created by the
possibility of a Change in Control; and 



        WHEREAS,
should the possibility of a Change in Control arise, in addition to the Executive’s
regular duties, he may be called upon to assist in the assessment of such possible Change
in Control, advise management and the Board as to whether such Change in Control would be
in the best interests of the Company and its shareholders, and to take such other actions
as the Board might determine to be appropriate. 




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        NOW,
THEREFORE, to assure the Company that it will have the continued dedication of the
Executive and the availability of his advice and counsel notwithstanding the possibility,
threat, or occurrence of a Change in Control, and to induce the Executive to remain in the
employ of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive agree as
follows. 



ARTICLE 1.  DEFINITIONS  



    1.1     Definitions.
Whenever used in this Agreement, the following terms shall have the meanings set forth
below, and, when the meaning is intended, the initial letter of the word is capitalized: 



		    (a)     “Agreement” means
this document.  







		    (b)     “Beneficiary” means
the persons or entities designated by the                Executive pursuant to Section
10.2 herein.  







		    (c)     “Board” means
the Board of Directors of the Company or any committee                formed by or
appointed by the Board to administer this Agreement.  







		    (d)     “Cause” shall
be determined by the Board, in the exercise of good                faith and reasonable
judgment, and shall mean any of the following:  







		    (1)     The
willful, intentional, and continued failure by the Executive to
               substantially perform the Executive’s duties to the best of the
               Executive’s ability after a written demand for performance is
delivered by                the Board to the Executive that identifies the failure to
perform such duties if                such failure is not remedied within ninety (90)
calendar days after receipt of                the written demand by the Executive.  







		    (2)     The
occurrence of the Executive’s conviction for committing an act of
               fraud, embezzlement, theft, or other act constituting a felony
substantially                related to the circumstances of the Executive’s duties;
or material breach                by the Executive of the banking laws of Wisconsin or
the United States or any                regulation issued by a state or federal
regulatory authority having jurisdiction                over the banking affairs of the
Company, or any of its subsidiary, parent, or                affiliated organizations; or
an act which disqualifies the Executive from                serving as an officer or
director of a bank under Wisconsin or Federal banking                laws.  







		    (e)     “Change
in Control” 







		    (1)     A
“Change in Control” shall be deemed to have occurred as of the first
               day that any one or more of the following conditions shall have been
satisfied                including, but not limited to, signing of documents by all
parties and approval                by all regulatory agencies, if required:  







		    (i)     Any
person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934
               (the “Exchange Act”) and used in Sections 13(d) and 14(d)
thereof),                including a group (as defined in Section 13(d)), becomes the
Beneficial Owner                (as such term is defined pursuant to rules promulgated
under the Exchange Act),                directly or indirectly, of securities of the
Company representing at least fifty                percent (50%) of the combined voting
power of the Company’s then                outstanding securities;  








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		    (ii)     During
any twelve (12) consecutive months, individuals who, at the beginning of
               the twelve- (12-) month period constitute the Board, cease for any reason
to                constitute a majority of the Board; provided, however, a “Change
in                Control” shall not occur pursuant to this provision, if a new
director is                approved by a vote of at least a majority of the directors
serving on the Board                and these directors either were directors at the
beginning of the twelve- (12-)                month period or whose election or
nomination for election was so approved; or  







		    (iii)     The
shareholders of the Company approve: (A) a plan of complete liquidation of
               the Company; or (B) an agreement for the sale or disposition of all or
               substantially all the Company’s assets; or (C) a merger,
consolidation, or                reorganization of the Company with or involving any
other corporation, other                than a merger, consolidation, or reorganization
that would result in the voting                securities of the Company outstanding
immediately prior thereto continuing to                represent (either by remaining
outstanding or by being converted into voting                securities of the surviving
entity), at least fifty percent (50%) of the                combined voting power of the
voting securities of the Company (or such surviving                entity) outstanding
immediately after or within one (1) year following such                merger,
consolidation, or reorganization.  







		    (2)     However,
notwithstanding the foregoing, in no event shall a Change in Control be
               deemed to have occurred, with respect to the Executive, if the Executive
is part                of a purchasing group which consummates the Change-in-Control
transaction. The                Executive shall be deemed “part of a purchasing group” for
purposes of                the preceding sentence if the Executive is an equity
participant in the                purchasing company or group (except for passive
ownership of less than three                (3%) percent of the stock of the purchasing
company or ownership of equity                participation in the purchasing company or
group which is otherwise not                significant, as determined prior to the
Change in Control by a majority of the                non-employee continuing members of
the Board).  







		    (3)     For
purposes of the definition of “Change in Control” under this
               Section 1.1(e), “Company” means First Business Financial
Services,                Inc. or First Business Bank.  







		    (f)     “Code” means
the Internal Revenue Code of 1986, as amended from time                to time.  








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		    (g)     “Company” means
First Business Bank, a Wisconsin corporation                (including any and all of its
subsidiaries), or any successor thereto as                provided in Article 9 herein,
except as otherwise provided in Section 1.1(e)(3).                For purposes of the
Executive’s separation from service (as defined in Code                Section 409A
and any regulations thereunder) with the Company,                “Company” includes
First Business Financial Services, Inc. and any                other entity related to
the Company (within the meaning of Code Section 414(b),                (c) or (m)).  







		    (h)     “Death
Benefit” means the benefit payable to the Beneficiary pursuant                to
Section 3.1.  







		    (i)     “Early
Retirement Benefit” means the retirement benefit payable to the
               Executive pursuant to Section 2.2.  







		    (j)     “Effective
Date” means the date written, January 1, 2005.  







		    (k)     “Executive” means
Corey Chambas, who is presently the President and                Chief Executive Officer
of the Company.  







		    (l)     “Normal
Retirement Age” means the first day of the month following the                month
in which the Executive reaches age sixty-five (65).  







		    (m)     “Normal
Retirement Benefit” means the retirement benefit payable to                the
Executive pursuant to Section 2.1.  







		    (n)     “Parachute
Payment” means a “parachute payment” as defined                in Section
280G of the Internal Revenue Code of 1986, as amended, and any                regulations
thereunder.  







		    (o)     “Retirement
Date” means the effective date of the retirement of the                Executive
pursuant to Article 2.  







		    (p)     “Salary” means,
with respect to any calendar year in which the                Executive’s separation
from service with the Company occurs, the aggregate                of the Executive’s
base salary for the year and the highest of the                following: (i) the amount
of his target bonus for the year, (ii) the average of                the amounts his
actual bonuses, if any, for the two (2) immediately preceding                years, or
(iii) the average of the amounts of his actual bonuses, if any, for                the
three (3) immediately preceding years). The Salary shall be calculated based
               on the date of actual separation from service, even if the Executive is
deemed                to remain employed after such separation under Article 4.  







		    (q)     “Specified
Employee” means a key employee (as defined in Code Section                416(i)
without regard to paragraph (5) thereof) of a corporation any stock in
               which is publicly traded on an established securities market or otherwise.  







		    (r)     “Total
Disability” means that the Executive:  







		    (1)     is unable
to engage in any substantial gainful activity by reason of any                medically
determinable physical or mental impairment which can be expected to                result
in death or can be expected to last for a continuous period of not less
               than twelve (12) months, or  








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		    (2)     is,
by reason of any medically determinable physical or mental impairment which
               can be expected to result in death or can be expected to last for a
continuous                period of not less than twelve (12) months, receiving income
replacement                benefits for a period of not less than three (3) months under
an accident and                health plan covering employees of the Company.  







ARTICLE 2.  RETIREMENT
BENEFIT  



    2.1     Normal Retirement
Benefit. Upon the Executive’s separation from service with the Company
at or after Normal Retirement Age (“Normal Retirement”), the Company shall
become obligated to pay to the Executive a retirement benefit equal to sixty percent (60%)
of the Executive’s Salary, payable yearly for ten (10) years, beginning on the
fifteenth (15th) day following the Retirement Date and on the next nine (9)
anniversaries of the first payment. In the event of the Executive’s death before the
total amount due under this Section has been paid, the Company shall pay to the
Beneficiary, or, if none, the Executive’s estate, the remaining annual payments on
the schedule established at the Executive’s Normal Retirement. Notwithstanding the
foregoing, unless the Executive ceases to be a Specified Employee before his Normal
Retirement, the first actual payment under this Section 2.1, whether to the Executive or
the Beneficiary, as applicable, shall be delayed six (6) months beyond the date of his
Normal Retirement. 



    2.2     Early Retirement Benefit.  



		    (a)     The
Executive may retire at any time after the Executive has been employed by           the
Company for twenty-three (23) consecutive years (“Early           Retirement”).
The Executive’s date of initial employment with the           Company is December 1,
1993, and, therefore, if there is no interruption in           consecutive years of
employment, the Executive may retire at any time after           December 1, 2016. Upon
the Executive’s separation from service with the           Company due to Early
Retirement, the Company shall become obligated to pay to           the Executive a
retirement benefit equal to sixty percent (60%) of the           Executive’s Salary,
multiplied by a vesting percentage described below,           payable for ten (10) years,
beginning on the fifteenth (15th) day           following the Retirement Date
and on the next nine (9) anniversaries of the           first payment. In the event of
the Executive’s death before the total           amount due under this Section has
been paid, the Company shall pay to the           Beneficiary, or, if none, the Executive’s
estate, the remaining annual           payments on the schedule established at the
Executive’s Early Retirement.  







		    (b)     When
the Executive has completed twenty-three (23) years of consecutive           employment
with the Company, the vesting percentage shall be twenty-three           thirty-fourths
(23/34), or sixty-seven and 65/100 percent (.6765). The numerator           twenty–three
(23) used to determine the vesting percentage shall increase           by one (1) for
each subsequent year of consecutive service with the Company           above twenty-three
(23) through thirty-four (34). Therefore, for example, if the           Executive’s
separation from service occurs after twenty-seven (27) years of           consecutive
service the vesting percentage shall be twenty-seven thirty-fourths           (27/34), or
seventy-nine and 41/100 percent (.7941). For another example, if the           Executive’s
separation from service occurs after thirty-four (34) years of           service, the
vesting percentage shall be thirty-four thirty-fourths (34/34) or           one hundred
percent (100%), and the Executive shall be entitled to the Normal           Retirement
Benefit, rather than an Early Retirement Benefit.  








5 












		    (c)     Notwithstanding
the foregoing, unless the Executive ceases to be a Specified           Employee before
his Early Retirement, the first actual payment under this           Section 2.2, whether
to the Executive or the Beneficiary, as applicable, shall           be delayed six (6)
months beyond the date of his Early Retirement.  







    2.3     Withholding of
Taxes. The Company shall withhold from any amounts payable under this
Article all federal, state, city, local, or other taxes as may be required. 



    2.4     Notice of
Retirement. The Executive shall give the Company at least one (1)
year’s notice of his intent to retire, in writing. Notwithstanding any provision in
this Agreement to the contrary, neither the Executive nor, in the event of his death, the
Beneficiary or, if none, the Executive’s estate shall be entitled to any benefit
under this Article 2 until the Company has been given the notice required by this Section
2.4, and the Executive has worked, or offered to work, for the notice period of one (1)
year; provided, however, no notice of intent to retire is required if the Executive
chooses to retire and/or becomes eligible for an Early or Normal Retirement Benefit as a
result of the occurrence of an event described in Section 3.2, 4.2 or 5.2. 



    2.5     Consulting.
In the event of the Executive’s separation from service with the Company for any
reason other than death, Total Disability or Cause, effective as of his separation from
service, the Company shall engage the Executive, and the Executive shall serve the
Company, as a consultant on the terms and subject to the conditions set forth in this
Section 2.5. During the Term (as defined below), the Consultant shall devote his best
efforts, attention, skills and energies, as necessary, to provide the Company with the
Consulting Services (as defined below). 



		    (a)     Term.
The period during which the Executive will provide the Consulting                Services
to the Company shall commence on the date of his separation from                service
and shall continue through the later of (1) date of the last payment of
               his Early or Normal Retirement Benefit, as applicable, or (2) the second
               (2nd) anniversary of his separation from service (the
               “Term”).  







		    (b)     Services.
The Executive shall provide the following services (the                “Consulting
Services”) as reasonably requested from time to time by                the Chair of
the Board or the President of the Company upon not less than seven                (7)
days written notice:  







		    (1)     responding
to questions concerning the Company, including, but not limited to,                its
business, financial condition, customers and prospects; and  







		    (2)     such
other services as may be mutually agreed upon by the Executive and the
               Chair of the Board or the President of the Company from time to time.  








6 












	 	
The
Executive shall not be required to devote (i) more than ten (10) hours during any calendar
quarter or (ii) any minimum number of hours to perform Consulting Services. For up to
sixteen (16) weeks each year, the Executive, in his discretion, may be unavailable to
provide Consulting Services. The Executive may perform Consulting Services by telephone or
any other means of electronic communication. During the Term, the Executive may pursue
other civic, private and business interests, provided that his pursuit of such interests
does not violate any of his covenants in this Agreement. 






		    (c)     Compensation.
For and in consideration of his being available to provide           Consulting Services
hereunder, the Company shall pay the Executive cash in the           amount of five
thousand and no/100 dollars ($5,000.00) on the date of each           payment of his
Normal or Early Retirement Benefit, as applicable, or, if he is           not eligible
for his Normal or Early Retirement Benefit, on each anniversary of           his
separation from service through the end of the Term. The Executive shall be
          entitled to receive such payments whether or not he is requested to provide
          Consulting Services.  







		    (d)     Relationship.
In providing any Consulting Services, the Executive shall           be acting as an
independent contractor and not as an employee, agent or           representative of the
Company. During the Term, the Executive shall disclose           that he is an
independent contractor of the Company and shall not represent to           any third
party that he is an employee, agent or representative of the Company.           As an
independent contractor, the Executive shall have no authority, express or
          implied, to commit or obligate the Company in any manner whatsoever, and
nothing           contained herein shall be construed or interpreted to create an
employment,           agency, partnership or joint venture relationship between the
Executive and the           Company.  







		    (e)     Benefit
Plans. Except as otherwise provided in this Agreement, during the           Term the
Executive shall not be covered under, eligible to participate in, or           otherwise
entitled to receive any benefits under, any pension, welfare or fringe           benefit
plan, if any, offered or provided by the Company to any employee or           former
employee of the Company.  







		    (f)     Taxes.
The Executive shall be liable for the payment of all taxes on any           compensation
paid to the Executive under this Section 2.5, and the Company shall           not
withhold or pay any federal, state or local income, social security,
          unemployment or workers compensation taxes on such compensation.  







ARTICLE 3.  DEATH
BENEFIT  



    3.1     Death
Benefit. In the event of the Executive’s death while in the employ of
the Company, the Company shall pay to the Beneficiary, or, if none, the Executive’s
estate, the sum of one million five hundred thousand and 00/100 dollars ($1,500,000.00).
Such sum shall be paid over a period of ten (10) years beginning with the fifteenth
(15th) day of the first calendar month following the date of the Executive’s death
and on the next following nine (9) anniversaries of the first payment.  




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    3.2     Alternative Death
Benefit. If the Early or Normal Retirement Benefit which the Executive
would have been entitled to (if he had retired) on the day immediately preceding the date
of the Executive’s death exceeds the Death Benefit payable under Section 3.1, the
Beneficiary shall be entitled to an amount equal to such Early or Normal Retirement
Benefit paid as a replacement for the Death Benefit. 



    3.3     Delayed
Payment. Notwithstanding anything in this Article 3 to the contrary, unless
the Executive ceases to be a Specified Employee before his death, the first actual payment
under Section 3.1 or 3.2 to the Beneficiary shall be delayed six (6) months beyond the
date of his death. 



    3.4     Life
Insurance. If the Company purchases any life insurance policy on the
Executive’s life and the Company is the beneficiary of such life insurance policy,
the Death Benefit payable under Section 3.1 will not be payable if the circumstances of
the Executive’s death because of suicide within the applicable contestable period are
such that the Company is not entitled to the policy benefit. 



    3.5     Withholding of
Taxes. The Company shall withhold from any amounts payable under this
Article all federal, state, city, local, or other taxes as may be required. 



ARTICLE 4.  DISABILITY  



    4.1     Treatment of
Disability. In the event of the Executive’s separation from service
with the Company prior to his Normal Retirement Age due to Total Disability, the Executive
shall be considered, notwithstanding such separation from service, to continue to be
employed by the Company for purposes of his eligibility for benefits under this Article 4. 



    4.2     Retirement Benefit.  



		    (a)     If
the Executive’s separation from service due to Total Disability occurs
          prior to age fifty-five (55), then, if and when he reaches such age or (after
          taking Section 4.1 into account) has been employed by the Company for at least
          twenty-three (23) consecutive years, whichever is later, the Executive shall
          receive the Early Retirement Benefit under Section 2.2.  







		    (b)     If
the Executive’s separation from service due to Total Disability occurs
          after he reaches age fifty-five (55) but prior to his Normal Retirement Age,
          then, as of his separation from service or if and when (after taking Section
4.1           into account) he has been employed by the Company for at least twenty-three
(23)           consecutive years, whichever is later, the Executive shall receive the
Early           Retirement Benefit described in Section 2.2.  







		    (c)     If
the Executive’s separation from service due to Total Disability occurs
          after he reaches Normal Retirement Age, the Executive shall receive the Normal
          Retirement Benefit described in Section 2.1.  







    4.3     Inflation
Protection. If the Executive receives an Early or Normal Retirement Benefit
pursuant to Section 4.2, the amount of the Executive’s Salary (for purposes of
calculating the Early or Normal Retirement Benefit) shall be increased annually by an
amount equal to the average annual performance increase approved for Company personnel
Company-wide between the date of the Executive’s separation from service due to Total
Disability and the date of the first payment. For example, if the Executive’s
employment terminates due to Total Disability on December 31, 2005, and if the
Executive’s Salary for 2005 is two hundred thousand and no/100 dollars ($200,000) and
if the Executive receives the first payment on December 15, 2010, and the average
Company-wide annual performance increases were four percent (4%) in 2006, zero percent
(0%) in 2007, three percent (3%) in 2008, three percent (3%) in 2009, and two percent (2%)
in 2010, the amount of the Executive’s Salary shall be deemed to be two hundred
twenty-five thousand eighty and 54/100 dollars ($225,080.54). 




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    4.4     Death
Benefits. In the event of the Executive’s death while Totally Disabled
prior to commencement of payment of Early or Normal Retirement Benefits under Article 2 or
Section 4.2, the Beneficiary, or, if none, the Executive’s estate, shall receive the
Death Benefit described in Article 3. 



    4.5     Delayed
Payment. Notwithstanding anything in this Article 4 to the contrary, unless
the Executive ceases to be a Specified Employee before his separation from service due to
death, the first actual payment under Section 4.2 or 4.4 to the Executive or the
Beneficiary, as applicable, shall be delayed six (6) months beyond the date of his
separation from service. 



ARTICLE 5.  TERMINATION
OF EMPLOYMENT BY THE COMPANY  



    5.1     Termination for
Cause. In the event of the Executive’s separation from service with
the Company due to the termination by the Company of his employment for Cause, all
obligations to pay benefits under this Agreement shall immediately become null and void. 



    5.2     Termination for Other Than
Cause. In the event of the Executive’s separation from service with
the Company due to the termination by the Company of his employment for any reason other
than Cause prior to a Change in Control or more than two (2) years after a Change in
Control, the Company shall pay the Executive as wages the greater of an amount equal to
two (2) times the Executive’s Salary or the amount to which the Executive would be
entitled under Article 2 of this Agreement had the Executive given notice of retirement
one (1) year before the date on which the Company terminated the Executive’s
employment. 



		    (a)     Severance
Benefits. If the greater amount is two (2) times the           Executive’s
Salary, then payment shall be made on the fifteenth           (15th) day
immediately following the date of the Executive’s           separation from service.
In the event of the Executive’s death before such           payment date, then
payment shall be made by the Company shall pay to the           Beneficiary, or, if none,
the Executive’s estate.  







		    (b)     Retirement
Benefit. If the greater amount is defined in Article 2 of this           Agreement,
then payment shall be made according to the terms stated in Article 2           and the
Executive shall serve as the consultant to the Company in accordance           with
Section 2.5. In the event of the Executive’s death before the total           amount
due under this Section 5.2(b) has been paid, the Company shall pay to the
          Beneficiary, or, if none, the Executive’s estate, the remaining annual
          payments on the schedule established at the Executive’s employment
          termination date.  








9 











Notwithstanding anything in this
Section 5.2 to the contrary, unless the Executive ceases to be a Specified Employee before
his separation from service due to the termination by the Company of his employment for
any reason other than Cause prior to a Change in Control or more than two (2) years after
a Change in Control, the first actual payment under this Section 5.2 to the Executive
shall be delayed six (6) months beyond the date of his separation from service. 



ARTICLE 6.  CHANGE IN
CONTROL BENEFIT  



    6.1     Change in Control Benefit.  



		    (a)     Involuntary
Termination of Employment. In the event of a Change in                Control
followed by the Executive’s separation from service with the                Company
due to an involuntary termination of his employment without Cause within
               two (2) years of the Change in Control, the Executive shall be entitled to
a                cash payment of an amount equal to the fair value of the Executive’s
               unvested stock options issued by the Company or by First Business
Financial                Services, Inc. calculated as of the date of the Executive’s
termination                from employment, plus such additional amount as will, when
added to any                Parachute Payment to the Executive contingent upon the Change
in Control, equal                two and 99/100 (2.99) times the Executive’s Salary.
Payment shall be made                on the fifteenth (15th) day immediately
following the date of the                Executive’s separation from service.  







		    (b)     Involuntary
Reassignment or Salary Reduction. In the event of a Change in                Control
followed by:  







		    (1)     an
involuntary assignment of the Executive to a position of lesser
               responsibility than that which he held at the time of the Change in
Control or  







		    (2)     an
involuntary reduction of more than ten percent (10%) in the amount of the
               Executive’s Salary as in effect immediately prior to the Change in
Control,  







	 	
within
two (2) years of the Change in Control, the Executive shall be entitled, if he incurs a
separation from service with the Company due to his voluntary termination of employment
within three (3) months after the involuntary assignment or salary reduction, to a cash
payment of an amount equal to the fair value of the Executive’s unvested stock
options issued by the Company or by First Business Financial Services, Inc. calculated as
of the date of the Executive’s separation from service, plus such additional amount
as will, when added to any Parachute Payment to the Executive contingent upon the Change
in Control, equal two and 99/100 (2.99) times the Executive’s Salary. Payment shall
be made on the fifteenth (15th) day immediately following the date of the
Executive’s separation from service. 






		    (c)    Involuntary
Relocation. In the event of a Change in Control followed by           an involuntary
assignment of the Executive to a position not located within           Milwaukee,
Ozaukee, Waukesha, or Dane counties within two (2) years of the           Change in
Control, the Executive shall be entitled, if he incurs a separation           from
service with the Company due to his voluntary termination of employment           within
three (3) months after the involuntary assignment, to a cash payment of           an
amount equal to the fair value of the Executive’s unvested stock options
          issued by the Company or by First Business Financial Services, Inc. calculated
          as of the date of the Executive’s separation from service, plus such
          additional amount as will, when added to any Parachute Payment to the Executive
          contingent upon the Change in Control, equal two and 99/100 (2.99) times the
          Executive’s Salary. Payment shall be made on the fifteenth           (15th)
day immediately following the date of the Executive’s           separation from
service.  








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		    (d)     Voluntary
Termination. In the event of a Change in Control followed by           the Executive’s
separation from service with the Company due to his           voluntary termination of
employment within three (3) months of the Change in           Control, the Executive
shall be entitled to a payment of an amount equal to two           (2) times his Salary.
Payment shall be made in four (4) installments: the first           installment six (6)
months after the Executive’s separation from service,           the second
installment twelve (12) months after separation, the third           installment eighteen
(18) months after separation, and the fourth installment           twenty four (24)
months after separation.  







		    (e)     Death.
In the event of the Executive’s death before the total amount           due under
this Section 6.1 has been paid, the Company shall pay to the           Beneficiary, or,
if none, the Executive’s estate, the remaining payments in           accordance with
the applicable schedule established under this Section 6.1.  







		    (f)     Maximum
Benefit. Notwithstanding any provision in this Agreement to the           contrary,
the benefit under this Article 6 will not exceed two and 99/100 (2.99)           times
the Executive’s “base amount” (as defined in Code Section           280G
and the underlying regulations), no matter what the value of the           Executive’s
unvested stock options issued by the Company or by First           Business Financial
Services, Inc.  







		    (g)    Retirement
Benefit. Notwithstanding any provision in this Article 6 to           the contrary,
if at any time after a Change in Control the Executive is           otherwise eligible
for an Early or Normal Retirement Benefit under Article 2,           then he may elect to
retire and to receive the Early or Normal Retirement           Benefit, as applicable, in
lieu of any benefit payable upon his separation from           service with the Company
due to a voluntary or involuntary termination of           employment pursuant to this
Article 6.  







		    (h)    Delayed
Payment. Notwithstanding anything in this Article 6 to the           contrary, unless
the Executive ceases to be a Specified Employee before his           separation from
service under any of the circumstances described in this Article           6, the first
actual payment under this Article 6 to the Executive or the           Beneficiary, as
applicable, shall be delayed six (6) months beyond the date of           his separation
from service.  







    6.2     Withholding of
Taxes. The Company shall withhold from any amounts payable under this
Article all federal, state, city, local, or other taxes as may be required. 



ARTICLE 7.   COVENANTS
NOT TO COMPETE  



    7.1     Covenant Not to
Compete. During the Executive’s employment and for two (2) years after
the Executive’s separation from service with the Company, the Executive shall not
compete with the Company by providing, on behalf of himself, another bank or any financial
services entity, any services of the Company that the Executive performed, supervised or
managed as an officer or executive of the Company during the twelve (12) month period
immediately prior to his separation from service within any county in which the Company
maintained a bank or other financial services office as of the date of his separation from
service. This covenant shall be independent of the covenants in Sections 7.2 and 7.3. 




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    7.2    
Solicitation. During the Executive’s employment and for two (2)
years after the Executive’s separation from service with the Company, the Executive
shall not solicit any employee or former employee of First Business Financial Services,
Inc. or any of its subsidiaries to compete with the Company by providing, on behalf of the
employee, another bank or any financial services entity, any services similar to those
services that the employee performed, supervised or managed as an employee of the Company
during the twelve (12) month period immediately prior to the employee’s separation
from service with the Company within any county in which First Business Financial
Services, Inc. or any of its subsidiaries, whichever employed the employee, maintained a
bank or financial services office as of the date of the employee’s separation from
service. Nothing in this paragraph is meant to prohibit an employee or former employee of
First Business Financial Services, Inc. or any of its subsidiaries who is not a party to
this Agreement from becoming employed by another organization or person. This covenant
shall be independent of the covenants in Sections 7.1 and 7.3. 



    7.3     Covenant Not to Compete
During Consulting Period. During the Term when the Executive is performing
Consulting Services, as provided in Section 2.5, the Executive shall not compete with the
Company by providing, on behalf of himself or another person or organization, services
similar to those services of the Company which he has provided or is providing to the
Company within any county in which the Company is providing or attempting to provide
services about which the Executive has provided or is providing consulting services. This
covenant not to compete is independent of the covenants in Sections 7.1 and 7.2. 



    7.4     Trade Secrets Laws Not
Limited. Nothing in this Agreement shall limit the time period or the
Executive’s duties, responsibilities or obligations under Wisconsin’s, or other
applicable state’s, trade secrets laws, including but not limited to Sections 134.90
et seq. of the Wisconsin Statutes. 



ARTICLE 8.  TERM OF
AGREEMENT  



    8.1     Term of
Agreement. This Agreement will continue from the Effective Date until the
earliest of the Executive’s death, his separation from service for reasons other than
Normal or Early Retirement or mutual agreement of the parties. 



    8.2    Survival of Obligation.  



		    (a)     Executive.
Any applicable obligations of the Executive under Article 7           shall survive the
expiration of this Agreement.  







		    (b)     Company.
The expiration of this Agreement shall in no way relieve the           Company of its
obligations under this Agreement, until all obligations of the           Company
hereunder have been fulfilled, and until all benefits required hereunder           have
been paid to the Executive.  








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ARTICLE 9.   SUCCESSORS  



    9.1     Successors.
The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) of all or substantially all of the business and/or assets of
the Company to expressly assume and agree to perform the Company’s obligations under
this Agreement in the same manner and to the same extent that the Company would be
required to perform them if no such succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the effective date of any such succession
shall be a breach of this Agreement and shall entitle the Executive to compensation from
the Company in the same amount and on the same terms as he would be entitled to as if
Article 6 applied here. 



    9.2     Binding
Effect. This Agreement shall inure to the benefit of and be enforceable by
the Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devises, and legatees. If the Executive should die while
any amount would still be payable to him hereunder had he continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement, to the Executive’s Beneficiary. If the Executive has not named a
Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or
other designee, or if there is no such designee, to the Executive’s estate. 



ARTICLE 10.  MISCELLANEOUS  



    10.1     Employment
Status. The Executive and the Company acknowledge that, except as provided
in this or any other agreement between the Executive and the Company, the employment of
the Executive by the Company is “at will”, and, may be terminated by either the
Executive or the Company at any time, subject to applicable law. 



    10.2     Beneficiaries. The Executive
may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Death Benefits or
Retirement Benefits owing to the Executive under this Agreement. Such designation must be
signed by the Executive, and in a form acceptable to the Board. The Executive may make or
change such designation at any time. 



    10.3     Entire  Agreement.  This
 Agreement  contains the entire  understanding  of the Company and the Executive  with
respect to the subject matter hereof. 



    10.4     Gender and
Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine; the plural shall include the singular, and
the singular shall include the plural. 



    10.5    
Severability. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement, and the Agreement shall be construed and enforced as if
the illegal or invalid provision had not been included. Further, the captions of this
Agreement are not part of the provisions hereof and shall have no force and effect. 




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    10.6    
Modification. No provision of this Agreement may be modified, waived,
or discharged unless such modification, waiver, or discharge is agreed to in writing and
signed by the Executive and by an authorized member of the Board, or by the respective
parties’ legal representatives and successors. 



    10.7     Applicable
Law. To the extent not preempted by the laws of the United States, the laws
of the State of Wisconsin shall be the controlling law in all matters relating to this
Agreement. 



    10.8     Full Time
Employment. This Company’s obligations under this Agreement are
premised upon and conditioned upon the Executive being employed full time in a senior
executive management position, that is to say a work week of at least forty (40) hours. 



    10.9     One Benefit
Payable. Notwithstanding any provision of this Agreement to the contrary,
only one (1) benefit will be payable under this Agreement to the Executive or, in the
event of his death, the Beneficiary (or, if none, the Executive’s estate). There may
be a benefit on separation for service without cause under Section 5.2; there may be a
benefit on a Change in Control under Article 6; there may be a Normal Retirement Benefit
or an Early Retirement Benefit under Article 2; or there may be a Death Benefit under
Section 3.1; but there will never be more than one (1) benefit payable under this
Agreement. If, as of the date of the Executive’s separation from service with the
Company, the Executive is eligible to receive more than one (1) benefit under this
Agreement, the Executive may choose the benefit most valuable to him by providing the
Company with notice of that choice within ten (10) days after the date of the
Executive’s separation from service. If the Executive does not make such choice
within such period, then the Board shall make the choice on his behalf. 



    10.10     Attorneys’
Fees. If after a Change in Control, and as a result of a position taken by
the Company or its successors after a Change in Control, the Executive takes nonfrivolous
legal actions against the Company or its successors to defend his rights under this
Agreement, the Company or its successors will reimburse the Executive for reasonable
attorneys’ fees actually incurred in such legal actions. 













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        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written. 



		
		FIRST BUSINESS BANK
		

By: /s/ Jan Eddy
		       Jan Eddy
		       Chair of the Board
		

/s/ Corey Chambas
		Corey Chambas
		

ATTESTED BY:
		
/s/ Gary Zimmerman
		Gary Zimmerman
		Chair of First Business Financial Services, Inc.















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