Exhibit 3.2
   AMENDED
    AND RESTATED BY-LAWS
    OF
    FIRST BUSINESS FINANCIAL SERVICES, INC.
    (A WISCONSIN CORPORATION)
    ADOPTED AUGUST 10, 2004
    AMENDED FEBRUARY 17, 2005
    AMENDED JULY 17, 2006
    AMENDED JUNE 5, 2008




---



##### 



TABLE OF
    CONTENTS
  ARTICLE I. OFFICES


21.01

Principal and Business Offices


21.02

Registered Office


2ARTICLE II. SHAREHOLDERS


22.01

Annual Meeting


22.02

Special Meeting


22.03

Place of Meeting


22.04

Notice of Meeting


22.05

Fixing of Record Date


32.06

Voting Record


32.07

Quorum and Voting Requirements; Postponements; Adjournments


32.08

Conduct of Meetings


42.09

Proxies


42.10

Voting of Shares


42.11

Acceptance of Instruments Showing Shareholder Action


42.12

Waiver of Notice by Shareholders


52.13

Unanimous Consent Without Meeting


52.14

Treasury Stock and Subsidiaries


52.15

Director Nominations and Shareholder Proposals


62.16

Inspectors of Election


62.17

Nominating Committee


7ARTICLE III. BOARD OF DIRECTORS


73.01

General Powers, Number and Qualifications


73.02

Term of Office


73.03

Nominations


73.04

Regular Meetings


73.05

Special Meetings


73.06

Notice; Waiver


73.07

Quorum


83.08

Manner of Acting


83.09

Conduct of Meetings


83.10

Vacancies


83.11

Removal or Resignation


83.12

Compensation


83.13

Presumption of Assent


93.14

Committees


93.15

Unanimous Consent Without Meeting


93.16

Meetings By Telephone Or By Other Communication Technology


93.17

Duties of Chairperson


9ARTICLE IV. OFFICERS


94.01

Designation of Titles


94.02

Election and Term of Office


104.03

Removal


104.04

Vacancies


104.05

Duties of Chief Executive Officer


104.06

Duties of President


10 i




---



##### 



4.07

Duties of Vice Presidents


104.08

Duties of Secretary


104.09

Duties of Treasurer


114.10

Duties of Assistants


114.11

Death, Absence or Inability to Act of the Chief Executive Officer


114.12

Remuneration


11ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS, CONTRACTS,
    LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS


115.01

Conflict of Interest Transactions


115.02

Contracts


125.03

Loans


125.04

Checks, Drafts and Other Evidences of Indebtedness


125.05

Deposits


125.06

Voting of Securities Owned by the Corporation


12ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER


126.01

Certificates for Shares


126.02

Facsimile Signatures


126.03

Signature by Former Officers


126.04

Transfer of Shares


126.05

Restrictions on Transfer


136.06

Lost, Destroyed or Stolen Certificates


136.07

Consideration for Shares


136.08

Uncertificated Shares


136.09

Transfer Agent and Registrar


136.10

Stock Regulations


13ARTICLE VII. INDEMNIFICATION


147.01

Right to Indemnification


147.02

Advance Payments of Expenses as Incurred


147.03

Contract


147.04

Non-Exclusive Rights


147.05

Insurance


147.06

Other Indemnification Rights


147.07

Liability of Directors


157.08

Settlement


157.09

Effect of Amendment


15ARTICLE VIII. SEAL


15ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT


15ARTICLE X. DIVIDENDS


15ARTICLE XI. AMENDMENTS


1511.01

By Shareholders


1511.02

By Directors


1511.03

Implied Amendments


16  ii




---



##### 



AMENDED
    AND RESTATED BY-LAWS
    OF
    FIRST BUSINESS FINANCIAL SERVICES, INC.
    (a Wisconsin corporation)
  Introduction 
    Variable References
  0.01.
    Date of annual shareholders meeting (See
    Section 2.01):  6:00 p.m.
    (HOUR)

1st
    (WEEK)

Monday
    (DAY)

May
    (MONTH)   0.02
    Required notice of shareholders meeting (See
    Section 2.04): not less than ten (10) days.  0.03.
    Authorized number of Directors (see Section 3.01): nine (9)  0.04
    Required notice of Directors meeting (See
    section 3.05): not less than forty-eight (48) hours.  0.01
    Amended February 17, 2005 by action of the FBFS Board of
    Directors0.01
    Amended July 17, 2006 by action of the FBFS Board of
    Directors 1




---



##### 



ARTICLE I.
    OFFICES
  1.01 Principal and
    Business Offices.
  1.02 Registered
    Office.
  ARTICLE II.
    SHAREHOLDERS
  2.01 Annual
    Meeting.
  2.02 Special
    Meeting.
  2.03 Place of
    Meeting.
  2.04 Notice of
    Meeting.
     2




---



##### 



2.05 Fixing of Record
    Date.
  2.06 Voting
    Record.
  2.07 Quorum and Voting
    Requirements; Postponements; Adjournments
     3




---



##### 



Voting group
                2.08 Conduct of
    Meetings.
  2.09 Proxies.
  2.10 Voting of
    Shares.
  2.11 Acceptance of
    Instruments Showing Shareholder Action.
 4




---



##### 



2.12 Waiver of Notice by
    Shareholders.
      2.13 Unanimous Consent
    Without Meeting.
  2.14 Treasury Stock and
    Subsidiaries.
 5




---



##### 



2.15 Director Nominations
    and Shareholder Proposals.
  and/or
        2.16 Inspectors of
    Election.
   6




---



##### 



2.17 Nominating
    Committee.
  ARTICLE III.
    BOARD OF DIRECTORS
  3.01 General Powers,
    Number and Qualifications.
  3.02 Term of
    Office.
  3.03 Nominations.
  3.04 Regular
    Meetings.
  3.05 Special
    Meetings.
  3.06 Notice;
    Waiver.
     7




---



##### 



3.07 Quorum.
  3.08 Manner of
    Acting.
  3.09 Conduct of
    Meetings.
  3.10 Vacancies.
  3.11 Removal or
    Resignation.
        3.12 Compensation.
 8




---



##### 



3.13 Presumption of
    Assent.
  3.14 Committees.
  Regular Committees.
  Special Committees.
  Vacancies; Temporary
    Appointments.
  Committee Minutes and
    Reports.
  3.15 Unanimous Consent
    Without Meeting.
  3.16 Meetings By
    Telephone Or By Other Communication
    Technology.
  3.17 Duties of
    Chairperson.
  ARTICLE IV.
    OFFICERS
  Designation of
    Titles.
 9




---



##### 



Election and Term of
    Office.
  Removal.
  Vacancies.
  Duties of Chief Executive
    Officer.
  Duties of
    President.
  Duties of Vice
    Presidents.
  Duties of
    Secretary.
 10




---



##### 



Duties of
    Treasurer.
  Duties of
    Assistants.
  Death, Absence or Inability
    to Act of the Chief Executive Officer.
  Remuneration.
  ARTICLE V.
    CONFLICT OF INTEREST TRANSACTIONS,
    CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE
    ACTS
  Conflict of Interest
    Transactions.
 11




---



##### 



Contracts.
  Loans.
  Checks, Drafts and Other
    Evidences of Indebtedness.
  Deposits.
  Voting of Securities Owned
    by the Corporation.
  ARTICLE VI.
    CERTIFICATES FOR SHARES AND THEIR TRANSFER
  Certificates for
    Shares.
  Facsimile Signatures
  Signature by Former
    Officers.
  Transfer of
    Shares.
 12




---



##### 



Restrictions on
    Transfer.
  Lost, Destroyed or Stolen
    Certificates.
  Consideration for
    Shares.
  Uncertificated
    Shares.
    Transfer Agent and
    Registrar.
  Stock
    Regulations.
 13




---



##### 



ARTICLE VII.
    INDEMNIFICATION
  Right to
    Indemnification.
  Advance Payments of
    Expenses as Incurred.
  Contract.
  Non-Exclusive
    Rights.
  Insurance.
  Other Indemnification
    Rights.
 14




---



##### 



Liability of
    Directors.
  Settlement.
  Effect of
    Amendment.
  ARTICLE VIII.
    SEAL
    ARTICLE IX.
    FISCAL YEAR; ANNUAL AUDIT
    ARTICLE X.
    DIVIDENDS
    ARTICLE XI.
    AMENDMENTS
  11.01 By
    Shareholders.
  11.02 By
    Directors.
 15




---



##### 



11.03 Implied
    Amendments.
 16