Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2009 the Board of Directors of First Business Financial Services, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's Annual Incentive Bonus Plan (the "Plan"). Prior to the Amendment, the Plan provided for three equally weighted performance measures: (1) return on equity; (2) net interest income plus fee income (top line growth) and (3) adjusted net income (defined as net income after tax, before loan loss provision and after actual net charge offs).

The Amendment changed the performance measures to the following three equally weighted performance measures: (1) return on equity for purposes of calculating the Company portion of the payout mix, and return on assets for purposes of calculating a subsidiary entity's ("Entity") portion of the payout mix; (2) net interest income plus fee income (top line revenue) and (3) adjusted net income (measured for the Company as net income pre-tax, pre-loan loss provision and after actual net charges offs, and measured for the Entities as net income pre-tax, pre-allocation, pre-loan loss provision and after actual net charge offs).

The Amendment additionally (a) clarifies that First Business Trust & Investment will use two equally weighted criteria: top line revenue and adjusted net income; (b) provides that the Company portion of the payout mix for Entity employees is based on Company ROE only, (c) clarifies that if an employee transfers between Entities or between the Company and an Entity on or after July 1, the employee's bonus will be calculated based on the performance of the Entity or the Company where they were employed prior to the transfer and (d) provides that upon approval by an Entity President and the Company CEO, bonus funds may be redistributed within the Entity to eligible participants as circumstances and individual performance warrants.