**EXHIBIT 3.4**

**BYLAWS**

**OF**

**WFB FUNDING CORPORATION**

**ARTICLE I**

**OFFICES**

**Section******** 1.1.**    **Principal Office**. The principal office of the Corporation in theState of Nebraska shall be located in the City of Sidney, County of Cheyenne at the following address: 

One Cabela Drive 

Sidney, Nebraska 69160 

**Section******** 1.2.**    **Other Offices**. The Corporation may have offices at such other place orplaces as from time to time the Board of Directors may determine or the business of the Corporation may require. 

**ARTICLE II**

**MEETINGS OF SHAREHOLDERS**

**Section******** 2.1.**    **Annual Meetings**. The annual meeting of the shareholders for the electionof directors and for the transaction of such other business as may come before the meeting shall be held on such date and at such time and place within or without the State of Nebraska as may be designated by the Board of Directors. 

**Section******** 2.2.**    **Special Meetings**. Special meetings of the shareholders for any purpose orpurposes, unless otherwise prescribed by statute, may be called at any time by the President or by order of the Board of Directors and shall be called by the President or Secretary upon the request in writing of a shareholder or shareholders holdingof record at least ten percent of the outstanding shares of stock of the Corporation entitled to vote at such meeting. Any such written request of a shareholder or shareholders shall state a proper purpose or purposes of the meeting and shall bedelivered to the Secretary. 

**Section******** 2.3.**    **Place of Meeting**. Each meeting ofshareholders of the Corporation, whether annual or special, shall be held on such date and at such time and place within or without the State of Nebraska as shall be fixed by the Board of Directors and specified in the notice or waiver of notice ofsaid meeting. 

**Section******** 2.4.**    **Notice of Meetings**. Except as otherwise provided bylaw, notice of each meeting of the shareholders shall be given to each shareholder of record entitled to vote at such 

meeting, whether annual or special, not less than ten (10) nor more than sixty (60) days before the day on which the meeting is to be held, by delivering a written or printed noticethereof to him or her personally, or by mailing such notice in a postage prepaid, envelope addressed to him or her at his or her post office address furnished by him or her to the Secretary of the Corporation for such purpose, or, if he or she shallnot have furnished to the Secretary of the Corporation his or her address for such purpose, then at his or her post office address last known to the Secretary of the Corporation. Each such notice of a special meeting shall state the purpose orpurposes for which the meeting is called, and each such notice of an annual or special meeting shall state the date and time when, and the place where such meeting is to be held. Except where expressly required by law, no publication of any noticeof a meeting of shareholders shall be required. Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend such meeting in person or by proxy, except where expressly required by law. Notice of anyadjourned meeting of the shareholders shall not be required to be given, except where expressly required by law. 

**Section******** 2.5.**    **Quorum**. At each meeting of the shareholders, except where other provisionis made by law, the presence, in person or by proxy, of the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business. In theabsence of a quorum, a majority in interest of the shareholders of the Corporation present in person or by proxy and entitled to vote or, in the absence of any shareholder entitled to vote, any officer entitled to preside at, or act as Secretary of,such meeting, shall have the power to adjourn the meeting from time to time, until shareholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business maybe transacted which might have been transacted at the meeting as originally called. 

**Section******** 2.6.**    **Voting**. At each meeting of the shareholders, every shareholder of recordof the Corporation entitled to vote at such meeting shall be entitled to one vote in person or by proxy for each share of stock of the Corporation registered in his or her name on the books of the Corporation (a) on the date fixed pursuant toSection 7.3 of Article VII of these Bylaws as the record date for the determination of shareholders entitled to vote at such meeting; or (b) if no such record date shall have been fixed, then as of the close of business on the day nextpreceding the day on which the first notice is delivered to shareholders or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Any vote on stock of the Corporation may be given by theshareholder entitled thereto in person or by proxy appointed by an instrument in writing signed by such shareholder or by his or her attorney thereunto authorized and delivered to the Secretary of the meeting; provided, however, that no proxy shallbe voted on after eleven (11) months from its date unless said proxy provides for a longer period. At all meetings of the shareholders, all matters (except where other provision is made by law or by the Articles of Incorporation of theCorporation) shall be decided by a majority of the votes cast by the holders of the stock present in person or by proxy and entitled to vote thereat, a quorum being present. 

**Section******** 2.7.**    **List of Shareholders**. The officer or agent having charge of the stocktransfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged by voting group and 

 
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within each voting group by class or series of shares in alphabetical order, with the address of and the number of shares held by each, which list shall be available for inspection at any timeduring regular business hours by any shareholder beginning two business days after the notice of the shareholders meeting is given and continuing through the meeting at the Corporation’s principal office or at place identified in the meetingnotice in the city where the meeting will be held, and shall be kept on file at the registered office of the Corporation. Such list, or a duplicate thereof, shall also be produced and shall be subject to the inspection of any shareholder during thewhole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders. 

**Section******** 2.8.**    **Inspector of Election**. The Board of Directors may appoint an inspector ofelection to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of shareholders. If no such appointment shall be made, or if any inspector so appointed shall fail to attend, or refuse or beunable to serve, then such appointment may be made by the presiding officer at the meeting. 

**Section******** 2.9.**    **Cumulative Voting**. At each election for Directors, every shareholderentitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are Directors to be elected or to cumulate his or her votes by giving one candidate as manyvotes as the number of such Directors multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principle among any number of candidates. 

**ARTICLE III**

**BOARD OFDIRECTORS**

**Section******** 3.1.**    **General Powers**. The property, affairs and business ofthe Corporation shall be managed by or under the direction of the Board of Directors. 

**Section******** 3.2.**    **Number, Election, Qualifications and Term of Office**. The number ofdirectors shall be as fixed from time to time by resolution of the Board of Directors or shareholders (any such resolution of either the Board of Directors or shareholders being subject to the later resolution of either of them); provided, however,the number of directors shall at all times any certificates, indebtedness or other obligations are outstanding under the Transaction Documents (as defined in the Articles of Incorporation) accommodate at least two Independent Directors meeting thequalifications set forth in the Articles of Incorporation. Until changed as provided herein, the initial Board of Directors and all subsequent boards of directors shall consist of that number of directors set forth in the Articles of Incorporation.Except as otherwise provided in the Articles of Incorporation or in these Bylaws, directors shall be elected by a plurality of the votes cast by the shares entitled to vote at each meeting of shareholders for the election of a director or directors.Directors need not be shareholders. Each director shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in themanner hereinafter provided. 

 
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**Section******** 3.3.**    **Resignation**. Any director ofthe Corporation may resign at any time by giving written notice to the President or to the Secretary of the Corporation. The resignation of any director shall take effect at the time specified therein. Unless otherwise specified in the writtenresignation notice, the acceptance of such resignation shall not be necessary to make it effective. 

**Section******** 3.4.**    **Removal of Directors**. 

a.    Subject to the provisions of Section 3.4(b), any director or the entire Board of Directors maybe removed, either with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors, except if less than the entire board is to be removed, no director may be removed if the votes castagainst his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board of Directors. Except in the case of a vacancy created by the removal of an Independent Director, any vacancy in theBoard of Directors caused by any such removal may be filled by a plurality of the votes of the shareholders at such meeting, or, if the shareholders shall fail to fill such vacancy, by the Board of Directors. 

b.    No Independent Director may be removed unless his or her successor is appointed and qualified whichsuccessor shall meet the requirements of an Independent Director. In the case of a removal of an Independent Director, a successor Independent Director shall be appointed by the remaining directors. 

**Section******** 3.5.**    **Vacancies**. Any vacancy in the Board of Directors caused by death,resignation, disqualification, removal, an increase in the number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors (though less than a quorum), unless filled by the shareholderspursuant to Section 3.4 hereof; and each director so chosen shall hold office until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation or removal. In the case of a vacancy in the Board ofDirectors caused by death, incapacity, or resignation of an Independent Director, a successor Independent Director shall be appointed by the remaining directors. 

**Section******** 3.6.**    **Place of Meetings, Etc.**Except as otherwise specifically provided by law,the Board of Directors may hold its meetings, have one or more offices and keep the books and records of the Corporation at such place or places within or without the State of Nebraska as the Board of Directors may from time to time determine. 

**Section******** 3.7.**    **First Meeting**. Within thirty (30) days after each annual election ofdirectors, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business at the place where regular meetings of the Board of Directors are held. Notice of such meeting shall begiven in the manner hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all the directors. 

 
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**Section******** 3.8.**    **Regular Meetings**. Regularmeetings of the Board of Directors may be held at such places and at such times as the Board shall determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which wouldotherwise be held on that day shall be held at such place at the same hour and on the next succeeding business day not a legal holiday. Notice of regular meetings need not be given, provided that, whenever the time or place of regular meetings shallbe fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her residence or usual place of business. 

**Section******** 3.9.**    **Special Meetings; Notice**. Special meetings of the Board of Directorsshall be held whenever called by the President or by one of the directors. At least three calendar days before the day on which any special meeting is to be held, notice of such meeting shall be sent to each director by first class mail, addressedto him or her at his or her residence or usual place of business, or shall be sent to him or her at such place by telegraph, cable or wireless or shall be delivered personally or by telephone at least one day before the day on which the meeting isto be held. Each such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise herein expressly provided. Notice of any meeting of the Board of Directors need not be given to any director whoshall be present at such meeting or who shall, either before or after such meeting, waive notice of such meeting in writing or by telegram, radio, cable or telephone; and any meeting of the Board of Directors shall be a legal meeting without anynotice thereof having been given if all of the directors of the Corporation then in office shall be present thereat. 

**Section******** 3.10.**    **Quorum and Manner of Acting**. Except as otherwise provided by statute,these Bylaws or where the unanimous affirmative vote of the Board of Directors is required, one-third of the total number of directors shall be required to constitute a quorum for the transaction of businessat any meeting, and the act of a majority of the directors present at any meeting at which a quorum shall be present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meetingfrom time to time until a quorum is had. Notice of any adjourned meeting need not be given, except as required by law. 

**Section******** 3.11.**    **Remuneration**. Director shall receive such reasonable compensation fortheir services, as such, whether in form of a salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed so as to preclude anydirector from serving the Corporation in any other capacity and receiving remuneration therefor. 

**Section******** 3.12.**    **Action by Consent**. Unless otherwise restricted by the Articles ofincorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be,consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the Board or committee. 

 
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**Section******** 3.13.**    **Telephonic Meetings**. Unlessotherwise restricted by the Articles of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone orsimilar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. 

**ARTICLE IV**

**COMMITTEES**

**Section******** 4.1.**    **Designation of Committees, Alternate Members and Term of Office**.The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board ofDirectors may designate one or more directors as alternate members of any committee, who, in the order specified by the Board, may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of amember or members of a committee, and in the event there are not sufficient alternate members present at such meeting, the member or members thereof, including alternates, present at any meeting and not disqualified from voting, whether or not he,she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixedfrom time to time by the Board, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be theSecretary of the Corporation or any Assistant Secretary thereof. 

**Section******** 4.2.**    **Powersof Committees**. Any committee designated by the Board of Directors pursuant to Section 4.1 hereof, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board ofDirectors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to:(i) amend the Articles of Incorporation; (ii) adopt an agreement of merger or consolidation; (iii) recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;(iv) recommend to the shareholders a dissolution of the Corporation or a revocation of a dissolution; (v) amend these Bylaws of the Corporation; (vi) institute any proceedings to adjudicate the Corporation bankrupt or insolvent,consent to the institution of bankruptcy or insolvency proceedings against the Corporation, file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, consent to theappointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of theforegoing to be done or taken on behalf of the Corporation; (vii) declare a dividend or authorize the issuance of stock; or (viii) any matter prohibited by the Nebraska Business Corporation Act (the “Act”). 

 
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**Section******** 4.3.**    **Meetings, Notices andRecords**. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the time and place, at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at thedirection of its chairman or, if there be no chairman, by or at the direction of any two of its members, at the time and place specified in the respective notices or waivers of notice thereof. Notice of each special meeting of a committee shall bemailed to each member of such committee, addressed to him or her at his or her residence or usual place of business, at least one day before the day on which the meeting is to be held, or shall be sent by telegram, radio or cable, addressed to himor her at such place, or telephoned or delivered to him or her personally, not later than the day before the day on which the meeting is to be held. Notice of any meeting of a committee need not be given to any member thereof who shall attend themeeting in person or who shall waive notice thereof by telegram, radio, cable or other Writing. Notice of any adjourned meeting need not be given. Each committee shalt keep a record of its proceedings. 

**Section******** 4.4.**    **Quorum and Manner of Acting**. At each meeting of any committee thepresence of one-third of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting atwhich a quorum is present shall be the act of such committee; in the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present. Subject tothe foregoing and other provisions of these Bylaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business. Any determination made in writing and signed by all the members of suchcommittee shall be as effective as if made by such committee at a meeting. 

**Section******** 4.5.**    **Resignations**. Any member of a committee may resign at any time by givingwritten notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board or any such officer.

**Section******** 4.6.**    **Removal**. Any member of any committee may be removed at any time bythe Board of Directors with or without cause. 

**Section******** 4.7.**    **Vacancies**. If anyvacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining members of such committee, though less than a quorum, shall continue to act until such vacancy is filled by the Board ofDirectors. 

**Section******** 4.8.**    **Compensation**. Committee members shall receive suchreasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall beconstrued to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor. 

 
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**ARTICLE V**

**OFFICERS**

**Section******** 5.1.**    **Number**. The officers of the Corporation shall be a President, one or moreVice Presidents, a Secretary, a Treasurer and, if the Board shall so elect, such other officers and agents as may be appointed by the Board of Directors pursuant to Section 5.3 hereof. Any two or more offices may be held by the same person.

**Section******** 5.2.**    **Election, Term of Office and Qualifications**. The officers shall beelected annually by the Board of Directors and, except in the case of officers appointed in accordance with the provisions of Section 5.3 hereof, each shall hold office until the next annual election of officers or until his or her successorshall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided. 

**Section******** 5.3.**    **Other Officers**. The Corporation may have such other officers and agentsas may be deemed necessary by the Board of Directors, including without limitation one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Such other officers and agents shall be appointed insuch manner, have such duties and hold their offices for such terms as may be determined by the Board of Directors. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and toprescribe their respective terms of office, authorities and duties. 

**Section******** 5.4.**    **Resignations**. Any officer may resign at any time by giving written noticeof his or her resignation to the Board of Directors, to the President or to the Secretary of the Corporation. Unless otherwise specified in such written notice, any such resignation shall take effect at the time of receipt thereof by the Board ofDirectors or any such officer. 

**Section******** 5.5.**    **Removal**. Any officer specificallydesignated in Section 5.1 hereof may be removed, either with or without cause, by a vote of a majority of the whole Board of Directors. Any officer or agent appointed in accordance with the provisions of Section 5.3 hereof may be removed,either with or without cause, by the Board of Directors at any meeting, by the vote of a majority of the directors present at such meeting, or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board ofDirectors. 

**Section******** 5.6.**    **Vacancies**. A vacancy in any office by reason of death,resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office. 

**Section******** 5.7.**    **The President**. The President shall be the chief executive officer of theCorporation and, subject to control by the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and control over its several officers. He or she shall preside at all meetings of the shareholders andof the Board of Directors and of the Executive Committee at which he or she shall be present. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she may sign, with the

 
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Secretary or any other officer thereunto duly authorized by the Board of Directors, certificates for shares of stock of the Corporation, deeds, mortgages, bonds, contracts, agreements or otherinstruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent From time to time he or she shall report to the Boardof Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to their attention. The President shall do and perform all such other duties and may exercise such other powers as from time totime may be assigned to him or her by these Bylaws or by the Board of Directors or by the Executive Committee. The officers of the Corporation shall be responsible to the President for the proper and faithful discharge of their several duties andshall make such reports to him or her as he or she may from time to time require. 

**Section******** 5.8.**    **The Vice Presidents**. In the event of the death, absence, unavailabilityor disability of the President or at the request of the President, the Vice President or, in case there shall be more than one Vice President, the Vice President designated by the President (or in the absence of such designation, the Vice Presidentdesignated by the Board of Directors) shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Except where by law the signature of the President isrequired, each of the Vice Presidents shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Corporation. Any Vice President shall perform such other duties and may exercise suchother powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the Executive Committee or by the President. 

**Section******** 5.9.**    **The Assistant Vice Presidents**. The Assistant Vice Presidents shallexercise such powers as may be assigned to them from time to time by the Board of Directors or by the Executive Committee or by the President. 

**Section******** 5.10.**    **The Secretary and the Assistant Secretaries**. The Secretary shall: 

(a)    Keep the minutes of the meetings of the shareholders, the Board of Directors and the ExecutiveCommittee, and cause the same to be recorded in books provided for that purpose; 

(b)    Prepare, orcause to be prepared, and submit to the Chairman of each meeting of the shareholders a certified list, in alphabetical order, of the names of the shareholders entitled to vote at such meeting, together with the number of shares of stock held byeach; 

(c)    See that all notices are duly given in accordance with the provisions of these Bylaws oras required by statute; 

(d)    Be custodian of the records of the Corporation, the Board of Directorsand the Executive Committee, and of the seal of the Corporation; see that the seal is affixed to all stock certificates prior to their issuance and to all documents the execution of which on behalf of the Corporation under its seal shall have beenduly authorized, and attest the seal when so affixed; 

 
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(e)    See that all books, reports, statements, certificatesand the other documents and records required by law to be kept or filed are properly kept or filed; 

(f)    In general, perform all duties and have all powers incident to the office of the Secretary andperform such other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the President; 

(g)    Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors,furnish the chairman of such committee with a copy of such resolution; 

(h)    Have charge of the stockand transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto; and 

(i)    Sign (unless the Treasurer or any Assistant Secretary or an Assistant Treasurer shall sign)certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature). 

At the request of the Secretary, or in his or her absence or disability, any Assistant Secretary shall perform any of the duties of theSecretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same poweras the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. The Assistant Secretaries shall perform such other duties asfrom time to time may be assigned to them respectively by the Board of Directors, the President or the Secretary. 

**Section******** 5.11.**    **The Treasurer and the Assistant Treasurers**. The Treasurer shall: 

(a)    Have charge of and supervision over and be responsible for the funds, including the borrowingthereof, the securities, receipts and disbursements of the Corporation; 

(b)    Cause all moneys andother valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected by the Board of Directors or ExecutiveCommittee, or pursuant to authority conferred by the Board of Directors or Executive Committee; 

 
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(c)    Cause the funds of the Corporation to be disbursed bychecks or drafts upon the authorized depositaries of the Corporation; 

(d)    Cause to be taken andpreserved proper vouchers for all moneys disbursed; 

(e)    Cause to be kept correct books of accountof all the business and transactions of the Corporation and upon application cause such books of account to be exhibited to any director; 

(f)    Render to the President, the Board of Directors or the Executive Committee, whenever requested, anaccount of the financial conditions of the Corporation and of his or her transactions as Treasurer; 

(g)    Be empowered, from time to time, to require from the officers or agents of the Corporation reportsor statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation; 

(h)    Sign (unless the Secretary or an Assistant Secretary or an Assistant Treasurer shall sign)certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and 

(i)    In general, perform all duties and have all powers incident to the office of Treasurer and performsuch other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board of Directors or by the President. 

At the request of the Treasurer or, in his or her absence or disability, the Assistant Treasurer or, in case there shall be more than oneAssistant Treasurer, the Assistant Treasurer designated by the Board of Directors or by the Executive Committee or by the President shall perform any of the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject toall the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and otherinstruments of the Corporation. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the President or the Treasurer. 

**Section******** 5.12.**    **Salaries**. The salaries of the officers shall be fixed from time to timeby the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 5.3 hereof. No officershall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. 

**Section******** 5.13.**    **Surety Bonds**. If the Board of Directors shall so require, any officer oragent of the Corporation shall execute to the Corporation a bond in such sum and with such 

 
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surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his or her duties, including responsibility for negligence and for the accounting for allproperty, funds or securities of the Corporation which may come into his or her hands. 

**ARTICLE VI**

**CONTRACTS, CHECKS, LOANS, DEPOSITS AND PROXIES**

**Section******** 6.1.**    **Contracts, Checks, Etc.**All contracts and agreements authorized by theBoard of Directors, and all checks, drafts, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents,as may from time to time be designated by the Board of Directors, which designation may be general or confined to specific instances. The President or a Vice President and the Treasurer shall have the power and authority to bind the Corporation bycontract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount; and no other officer, agent or employee of the Corporation shall have any such power and authority unless so designated by the Boardof Directors or in or pursuant to the provisions of these Bylaws. 

**Section******** 6.2.**    **Proxies in Respect of Securities of Other Corporations**. Unless otherwiseprovided by resolution adopted by the Board of Directors, the President or a Vice President may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rightswhich the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent in respect of such stock or other securities; and the President or any Vice President may instruct the person or persons soappointed as to the manner of exercising such powers and rights and the President or any Vice President may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such writtenproxies, powers of attorney or other written instruments as he or she may deem necessary in order that the Corporation may, exercise such powers and rights. 

**Section******** 6.3.**    **Deposits**. All funds of the Corporation not otherwise employed shall bedeposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do bythe Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine. 

**ARTICLE VII**

**CERTIFICATES OF STOCK**

**Section******** 7.1.**    **Form; Signature**. The certificates of stock of the Corporation shall benumbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, orthe Secretary or an Assistant Secretary. 

 
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**Section******** 7.2.**    **Transfer**. Transfers of stockshall be made on the books of the Corporation only by the person named in the certificate or by his or her attorney, lawfully constituted in writing, and upon surrender of the certificate therefor. 

**Section******** 7.3.**    **Record Dates**. In order that the Corporation may determine theshareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may, in its discretion, fix, in advance, a record date, whichshall be not more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. Only those shareholders of record on the date so fixed shall be entitled to any ofthe foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors. A determination of shareholders of record entitled to notice of or to vote at a meetingof shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 

**Section******** 7.4.**    **Closing of Transfer Books**. The Board of Directors may close the transferbooks in its discretion for a period not exceeding seventy (70) days preceding any meeting, annual or special, of the shareholders or the day appointed for the payment of a dividend. 

**Section******** 7.5.**    **Record Owner**. The Corporation shall be entitled to treat the holder ofrecord of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express orother notice thereof, unless the laws of Nebraska expressly provide otherwise. 

**Section******** 7.6.**    **Lost Certificates**. Any person claiming a certificate of stock to be lostor destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall if the directors so require give the Corporation a bond of indemnity, in form and with one ormore sureties satisfactory to the Board of Directors, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to belost or destroyed. 

**ARTICLE VIII**

**DIVIDENDS**

Dividends uponthe capital stock of the Corporation, when earned, may be declared by the Board of Directors at any regular or special meeting. 

 
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Before payment of any dividend or making any distribution of profits, there may be set aside outof the surplus or net profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintainingany property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation. 

**ARTICLE IX**

**RELIANCE ONRECORDS AND REPORTS**

Each director, officer or member of any committee designated by, or by authority of, the Board of Directorsshall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation or of any of its subsidiaries or upon reports made to the Corporation or any of itssubsidiaries by any official of the Corporation or of a subsidiary or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors or by any such committee. 

**ARTICLE X**

**CORPORATESEAL**

The Board of Directors may determine whether to adopt a corporate seal in such form as shall be approved from time to time bythe Board of Directors. 

**ARTICLE XI**

**FISCAL YEAR**

The fiscalyear of the Corporation shall be such twelve-month period of each calendar year as may be fixed from time to time by resolution of the Board of Directors. 

**ARTICLE XII**

**WAIVER OFNOTICE**

Whenever any notice whatsoever is required to be given by these Bylaws or the Articles of Incorporation of the Corporation orany of the corporate laws of the State of Nebraska, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 

 
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**ARTICLE XIII**

**BANKRUPTCY**

TheCorporation shall not, without the unanimous consent of all Directors of the Corporation, including all of the Independent Directors (as defined in the Articles of Incorporation), institute any proceedings to adjudicate the Corporation bankrupt orinsolvent, consent to the institution of bankruptcy or insolvency proceedings against the Corporation, file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, consent to theappointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of theforegoing to be done or taken on behalf of the Corporation. 

**ARTICLE XIV**

**AMENDMENTS**

The Bylaws ofthe Corporation, regardless of whether made by the shareholders or by the Board of Directors, may not be amended without the unanimous affirmative vote in favor thereof by the Corporation’s Directors, including the Independent Directors. Nochange of the time or place for the annual meeting of the shareholders for the election of directors shall be made except in accordance with the laws of the State of Nebraska. 

ADOPTED as the Bylaws of the Corporation on this 28th day of January, 2003. 

 
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