Exhibit 3.2

BYLAWS

OF

EFJ, INC.

ARTICLE I

STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
[Sections 211(a), (b).]1

Section 2. Annual Meetings. An annual meeting of the stockholders commencing with the year 1997 shall be held on the third Thursday in April if not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire at
that meeting and shall transact such other business as may properly be brought before the meeting.

Section 3. Special
Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may only be called (i) by the Chairman of the Board, (ii) by the Board of
Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, (iii) by the President or (iv) at the request of not less than 25% of the combined voting power of the then outstanding stock of the Corporation
entitled to vote generally in the election of directors. [Section 211(d).]

Section 4. Notice of Meetings. Written
notice of every meeting of the stockholders, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before
the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting,
written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. [Section 222.]





|1 | Citations are to the General Corporation Law of the State of Delaware as in effect on May 1, 1996 and are inserted
for reference only, and do not constitute a part of the Bylaws.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Section 5. Quorum and Adjournment. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum shall be present or represented; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting, conforming to the requirements of Section 4 of Article I hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a
quorum is present, any business may be transacted that might have been transacted on the original date of the meeting. [Sections 216, 222(c).]

Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting, and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the
Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. No vote of the stockholders need be taken by written ballot unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting. Every vote taken by written ballot
shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented by proxy
shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. [Sections 212, 216.]

Section 7. Stockholder Proposals and
Nominations of Directors. Nominations for election to the Board of Directors of the Corporation at a meeting of the stockholders may be made by the Board of Directors, or on behalf of the Board of Directors by a Nominating Committee
appointed by the Board of Directors, or by any stockholder of the Corporation entitled to vote for the election of directors at such meeting. Any nominations, other than those made by or on behalf of the Board of Directors, and any proposal by any
stockholder to transact any corporate business at an annual or special stockholders meeting, shall be made by notice in writing and mailed by certified mail to the Secretary of the Corporation and (i) in the case of an annual meeting, received



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no later than 35 days prior to the date of the annual meeting; provided, however, that if less than 35 days notice of a meeting of stockholders is
given to the stockholders, such notice of proposed business or nomination by such stockholder shall have been made or delivered to the Secretary of the Corporation not later than the close of business on the seventh day following the day on which
the notice of a meeting was mailed, and (ii) in the case of a special meeting of stockholders, received not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever occurs first. A notice of nominations by stockholders shall set forth as to each proposed nominee who is not an incumbent director (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee and the
nominating stockholder and (iv) any other information concerning the nominee that must be disclosed regarding nominees in proxy solicitations pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules under
such section.

The Chairman of the Board or, in his absence, any officer, may, if the facts warrant, determine and declare to the meeting
of stockholders that a nomination was not made in accordance with the foregoing procedure and that the defective nomination shall be disregarded.

Section 8. Inspectors of Elections. Preceding any meeting of the stockholders, the Board of Directors shall appoint one or more persons to act as Inspectors of Elections and may designate one or more alternate inspectors.
In the event no inspector or alternate is able to act, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and
sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b) determine
the shares represented at a meeting and the validity of proxies and ballots;

(c) count all votes and ballots;

(d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the
inspectors; and

(e) certify his or her determination of the number of shares represented at the meeting and his or her
count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in the performance of the duties
of inspector.



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When determining the shares represented and the validity of proxies and ballots, the inspector shall be
limited to an examination of the proxies, any envelopes submitted with those proxies, ballots and the regular books and records of the Corporation. The inspector may consider reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers or their nominees or a similar person which represent more votes than the holders of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this Section, the inspector, at the time of his or her certification (pursuant to (e) of this Section), shall specify the precise information considered, the person or persons from
whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspectors belief that such information is accurate and reliable. [Sections 231(a), (b), (d).]

Section 9. Opening and Closing of Polls. The date and time for the opening and the closing of the polls for each matter
to be voted upon at a meeting of stockholders shall be announced at the meeting. The inspector of the election shall be prohibited from accepting any ballots, proxies or votes nor any revocations thereof or changes thereto after the closing of the
polls, unless the Court of Chancery upon application by a stockholder shall determine otherwise. [Section 231(c).]

ARTICLE II

DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders. [Section 141(a).]

Section 2. Number and Term of Office. (a) On the day following the date on which a registration statement filed by the Corporation with the Securities and Exchange Commission is first declared
effective under the Securities Act of 1933, as amended (the Effective Date), the Board of Directors shall be divided into three classes, designated Classes I, II and III, which shall be as nearly equal in number as possible.
Directors of Class I shall be elected to hold office for a term expiring at the first annual meeting of stockholders to be held after the Effective Date, directors of Class II shall be elected to hold office for a term expiring at the
second annual meeting of stockholders to be held after the Effective Date, and directors of Class III shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held after the Effective Date. At each
annual meeting of stockholders following such initial classification and election, the respective successors of each class shall be elected for three-year terms. The holders of a majority of the shares then entitled to vote generally for the
election of directors may remove any director or the entire Board of Directors, but only for cause. Not less than two of the directors shall be persons who are not officers or employees of the Corporation or who are not beneficial owners of a
controlling interest in the Corporation.



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(b) The number of directors shall be fixed from time to time by resolution of the Board of Directors. In
case of any increase in the number of directors in advance of an annual meeting of stockholders, each additional director shall be elected by the directors then in office, although less than a quorum, to hold office until the next election of the
class for which such director shall have been chosen (as provided in the last sentence of this subsection (b)) or until his successor shall have been duly chosen. No decrease in the number of directors shall shorten the term of any incumbent
director. Any newly created or eliminated directorships resulting from an increase or decrease shall be apportioned by the Board among the three classes of directors so as to maintain such classes as nearly equal as possible. [Sections 141(b),
(d), (l).]

Section 3. Vacancies. Vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors. Directors chosen to fill vacancies in the Board of Directors shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class of which they have been
elected expires and until such directors successors shall have been duly elected or qualified. [Section 223.]

Section 4.
Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders and at such other times and places as shall from time to time be determined by the Board
of Directors. [Section 141(g).]

Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President or the Secretary on one days written notice to each director by whom such notice is not waived, given either personally or by courier, mail, facsimile transmission or telegram, and shall be
called by the President or the Secretary in like manner and on like notice on the written request of any two directors. [Section 141(g).]

Section 6. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to
time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present. [Section 141(b).]

Section 7. Written Action. 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 such committee, as
the case may be, consent thereto in writing and the writing or writings are filed with the minutes or proceedings of the Board or such committee. [Section 141(f).]



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Section 8. Participation in Meetings by Conference Telephone. 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 any such committee, by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. [Section 141(i).]

Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors
of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board of Directors. The Board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, 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 of Directors 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. Any committee or
committees so designated by the Board shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the
committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for
calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it. No such committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of the State of Delaware, fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or
classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) to adopt an agreement of merger or consolidation under Section 251 or Section 252 of the General Corporation Law of the State of Delaware;

(c) to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporations property and
assets;



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(d) to recommend to the stockholders a dissolution of the Corporation or a revocation of
a dissolution; or

(e) to amend the Bylaws of the Corporation.

Unless the resolution, Bylaws or Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to the General Corporation Law of the State of Delaware. [Section 141(c).]

Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or
committees, or for other services by directors to the Corporation, as the Board of Directors may determine. [Section 141(h).]

Section 11. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board of Directors may adopt such special rules and regulations for the
conduct of their meetings and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The directors shall act only as a Board, and the individual directors shall have no power as
such.

ARTICLE III

NOTICES

Section 1. Generally. Whenever by law or under the provisions of the Certificate of
Incorporation or these Bylaws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by
facsimile transmission, telegram or telephone. [Section 222(b).]

Section 2. Waivers. Whenever any notice is
required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. [Section 229.]



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ARTICLE IV

OFFICERS

Section 1. Generally. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers or any other officers deemed necessary by the Board of Directors. Any number of offices may be held by the same person. [Section 142(a).]

Section 2. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may
delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Election. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors. [Section 142(b).]

Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices or as may be
specified from time to time by the Board of Directors in a resolution which is not inconsistent with these Bylaws. [Section 142(a).]

Section 5. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors. [Sections 142(b), (e).]

Section 6. Chairman. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and of the Board of Directors and shall have such other duties and responsibilities as may be assigned to him or her by the Board of Directors. The Chairman may delegate to any qualified
person authority to chair any meeting of the stockholders, either on a temporary or a permanent basis. [Section 142(a).]

Section 7. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general authority to supervise
and control all of the business and affairs of the Corporation, to execute certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other



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instruments which the Board of Directors has authorized to be executed. In case of the inability or failure of the Chairman to perform the duties of that
office, the Chief Executive Officer shall perform the duties of the Chairman, unless otherwise determined by the Board of Directors. [Section 142(a).]

Section 8. President. The President shall be authorized to execute certificates for shares of the Corporation and shall perform such other duties as may be assigned by the Board of Directors or
Chief Executive Officer from time to time. [Section 142(a).]

Section 9. Execution of Documents and Action With Respect to
Securities of Other Corporations. The Chief Executive Officer and the President shall have and are hereby given full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on
behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney and other documents and instruments and (b) to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities of such other corporation. In addition, the Chief Executive Officer or the President may delegate to the Secretary or to other
officers, employees and agents of the Corporation the power and authority to take any action which the Chief Executive Officer or the President is authorized to take under this Section 9 of this Article IV, with such limitations as the
Chief Executive Officer or the President may specify; such authority so delegated by the Chief Executive Officer or the President shall not be redelegated by the person to whom such execution authority has been delegated. [Section 142(a).]

Section 10. Vice President. Each Vice President, however titled, shall perform such duties and services and shall have
such authority and responsibilities as shall be assigned to or required from time to time by the Board of Directors, the Chief Executive Officer or the President. [Section 142(a).]

Section 11. Secretary and Assistant Secretaries. (a) The Secretary shall attend all meetings of the stockholders and all meetings
of the Board of Directors and record all proceedings of the meetings of the stockholders and of the Board of Directors and shall perform like duties for the standing committees when requested by the Board of Directors, the Chief Executive Officer or
the President. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors. The Secretary shall perform such duties as may be prescribed by the Board of Directors, the Chief
Executive Officer or the President. The Secretary shall have charge of the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or any Assistant Secretary may attest to the corporate seal by handwritten or
facsimile signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent has been designated or is otherwise properly accountable. The Secretary
shall have authority to attest to certificates for shares of the Corporation.



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(b) Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the
Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary. [Section 142(a).]

Section 12. Treasurer and Assistant Treasurers. The Treasurer shall have the custody of the funds and securities belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Treasurer with the prior approval of the Board of Directors or the President. The Treasurer shall disburse the funds and pledge the credit of the Corporation as may be
directed by the Board of Directors and shall render to the Board of Directors, the Chief Executive Officer and the President, as and when required by them, or any of them, an account of all transactions by the Treasurer.

(b) Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unable or fails to act, perform the duties
and exercise the powers of the Treasurer. [Section 142(a).]



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ARTICLE V

INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding), by reason of the fact that he or she is
or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans (hereinafter an indemnitee), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director,
officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitees heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V with respect to
proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this Article V shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an advancement of expenses); and provided, further, that, if the General Corporation Law of the State of Delaware requires it, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not
entitled to be indemnified for such expenses under this Article V or otherwise (hereinafter an undertaking).

Section 2.
Right of Indemnitee To Bring Suit. If a claim under Section 1 of this Article V is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or part in any such



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suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that,
the indemnitee has not met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders)
to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Article V or otherwise shall be on the Corporation.

Section 3. Nonexclusivity of Rights. The rights of indemnification and to the advancement of expenses conferred in this
Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.

Section 4. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any
indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

Section 5. Indemnification of Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V or as otherwise permitted under the General Corporation Law
of the State of Delaware with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 6. Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so
determines, greater than, those provided for in this Article V.



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Section 7. Effect of Amendment. Any amendment, repeal or modification of any provision
of this Article V by the stockholders or the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.
[Section 145.]

ARTICLE VI

STOCK

Section 1. Certificates. Certificates representing shares of stock of the Corporation shall be in
such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificates shall exhibit the
holders name and the number of shares and shall be signed by, or in the name of the Corporation by, the Chief Executive Officer or the President and shall be attested to by the Secretary or an Assistant Secretary. Any or all of the signatures
and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed. [Section 158.]

Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. [Section 151.]

Section 3. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the
certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the
Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or
the issuance of the new certificate. [Section 167.]

Section 4. Record Date. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to



13



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vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders 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.

(b) In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.
If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other annual period as
shall be fixed from time to time by the Board of Directors.

Section 2. Corporate Seal. The Board of Directors may adopt
a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Reliance Upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporations officers or employees, or committees of the Board
of Directors, or by any other person as to matters the director, committee member or officer believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the
Corporation. [Section 141(e)]

Section 4. Time Periods. In applying any provision of these Bylaws which requires
that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.

Section 5. Dividends. The Board of Directors may from time to time declare
and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation. [Section 173.]



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ARTICLE VIII

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law,
the Board of Directors is expressly authorized to adopt, repeal, alter or amend the Bylaws of the Corporation by the vote of a majority of the entire Board of Directors. In addition to any requirements of law and any provision of the Certificate of
Incorporation, the stockholders of the Corporation may adopt, repeal, alter or amend any provision of the Bylaws upon the affirmative vote of the holders of 75% or more of the combined voting power of the then outstanding stock of the Corporation
entitled to vote generally in the election of directors. [Section 109(a).]

ARTICLE IX

PROVISIONS EXPIRING UPON

THE
EFFECTIVE DATE

At each election for directors, every holder of the then outstanding stock of the Corporation entitled to vote
generally in the election of directors 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 at such time or to cumulate his or her votes by giving one
candidate as may votes as the number of directors to be elected at such time multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principle among any number of nominees. The provisions of this Section
Article IX shall expire and be of no further force as of the day following the Effective Date.



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BYLAWS OF

EFJ, Inc.





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TABLE OF CONTENTS



|            |  |                                                    |  |     
|----------- |  | -------------------------------------------------- |  | ----
|            |  |                                                    |  | Page
|            |  | ARTICLE I                                          |  |     
|            |  |                                                   
|            |  | STOCKHOLDERS                                       |  |     
|            |  |                                                   
|Section 1.  |  | Time and Place of Meetings                         |  | 1   
|Section 2.  |  | Annual Meetings                                    |  | 1   
|Section 3.  |  | Special Meetings                                   |  | 1   
|Section 4.  |  | Notice of Meetings                                 |  | 1   
|Section 5.  |  | Quorum and Adjournment                             |  | 2   
|Section 6.  |  | Voting                                             |  | 2   
|Section 7.  |  | Stockholder Proposals and Nominations of Directors |  | 2   
|Section 8.  |  | Inspectors of Elections                            |  | 3   
|Section 9.  |  | Opening and Closing of Polls                       |  | 4   
|            |  |                                                   
|            |  | ARTICLE II                                         |  |     
|            |  |                                                   
|            |  | DIRECTORS                                          |  |     
|            |  |                                                   
|Section 1.  |  | General Powers                                     |  | 4   
|Section 2.  |  | Number and Term of Office                          |  | 4   
|Section 3.  |  | Vacancies                                          |  | 5   
|Section 4.  |  | Regular Meetings                                   |  | 5   
|Section 5.  |  | Special Meetings                                   |  | 5   
|Section 6.  |  | Quorum                                             |  | 5   
|Section 7.  |  | Written Action                                     |  | 5   
|Section 8.  |  | Participation in Meetings by Conference Telephone  |  | 6   
|Section 9.  |  | Committees                                         |  | 6   
|Section 10. |  | Compensation                                       |  | 7   
|Section 11. |  | Regulations; Manner of Acting                      |  | 7   
|            |  |                                                   
|            |  | ARTICLE III                                        |  |     
|            |  |                                                   
|            |  | NOTICES                                            |  |     
|            |  |                                                   
|Section 1.  |  | Generally                                          |  | 7   
|Section 2.  |  | Waivers                                            |  | 7   



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|            |  |                                                                                    |  |   
|----------- |  | ---------------------------------------------------------------------------------- |  | --
|            |  |                                                                                   
|            |  | ARTICLE IV                                                                         |  |   
|            |  |                                                                                   
|            |  | OFFICERS                                                                           |  |   
|            |  |                                                                                   
|Section 1.  |  | Generally                                                                          |  | 8 
|Section 2.  |  | Compensation                                                                       |  | 8 
|Section 3.  |  | Election                                                                           |  | 8 
|Section 4.  |  | Authority and Duties                                                               |  | 8 
|Section 5.  |  | Removal and Resignation; Vacancies                                                 |  | 8 
|Section 6.  |  | Chairman                                                                           |  | 8 
|Section 7.  |  | Chief Executive Officer                                                            |  | 8 
|Section 8.  |  | President                                                                          |  | 9 
|Section 9.  |  | Execution of Documents and Action With Respect to Securities of Other Corporations |  | 9 
|Section 10. |  | Vice President                                                                     |  | 9 
|Section 11. |  | Secretary and Assistant Secretaries                                                |  | 9 
|Section 12. |  | Treasurer and Assistant Treasurers                                                 |  | 10
|            |  |                                                                                   
|            |  | ARTICLE V                                                                          |  |   
|            |  |                                                                                   
|            |  | INDEMNIFICATION                                                                    |  |   
|            |  |                                                                                   
|Section 1.  |  | Right to Indemnification                                                           |  | 11
|Section 2.  |  | Right of Indemnitee To Bring Suit                                                  |  | 11
|Section 3.  |  | Nonexclusivity of Rights                                                           |  | 12
|Section 4.  |  | Insurance                                                                          |  | 12
|Section 5.  |  | Indemnification of Agents of the Corporation                                       |  | 12
|Section 6.  |  | Indemnification Contracts                                                          |  | 12
|Section 7.  |  | Effect of Amendment                                                                |  | 13
|            |  |                                                                                   
|            |  | ARTICLE VI                                                                         |  |   
|            |  |                                                                                   
|            |  | STOCK                                                                              |  |   
|            |  |                                                                                   
|Section 1.  |  | Certificates                                                                       |  | 13
|Section 2.  |  | Transfer                                                                           |  | 13
|Section 3.  |  | Lost, Stolen or Destroyed Certificates                                             |  | 13
|Section 4.  |  | Record Date                                                                        |  | 13



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|                                            |  |                                          |  |   
|------------------------------------------- |  | ---------------------------------------- |  | --
|                                            |  |                                         
|                                            |  | ARTICLE VII                              |  |   
|                                            |  |                                         
|                                            |  | GENERAL PROVISIONS                       |  |   
|                                            |  |                                         
|Section 1.                                  |  | Fiscal Year                              |  | 14
|Section 2.                                  |  | Corporate Seal                           |  | 14
|Section 3.                                  |  | Reliance Upon Books, Reports and Records |  | 14
|Section 4.                                  |  | Time Periods                             |  | 14
|Section 5.                                  |  | Dividends                                |  | 14
|                                            |  |                                         
|                                            |  | ARTICLE VIII                             |  |   
|                                            | 
|AMENDMENT OF BYLAWS                         |  | 15                                      
|                                            |  |                                         
|                                            |  | ARTICLE IX                               |  |   
|                                            | 
|PROVISIONS EXPIRING UPON THE EFFECTIVE DATE |  | 15                                      



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Bylaw Amendment to provide for Uncertificated Stock Certificates

WHEREAS, ARTICLE VI, Section 1 of the Bylaws for the Corporation provides that each stockholder shall be entitled to a stock certificate, to
be signed, or in the name of the Corporation by, the Chief Executive Officer or the President, and attested to by the Secretary or an Assistant Secretary; and

WHEREAS, it is deemed by the Board of Directors to be in the best interests of the Company to amend ARTICLE VI, Section 1 of the Companys Bylaws to provide that stock certificates may be provided in
certificated or uncertificated form.

NOW, THEREFORE, BE IT HEREBY RESOLVED, that ARTICLE VI, Section 1 of the Bylaws of the
Corporation, be deleted in its entirety and amended and restated to read as follows:

Article VI, Section 1. Certificates of
Stock. Shares of the Corporations stock may be certificated or uncertificated, as provided under Delaware law and the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic means provided, however,
any system so adopted shall not become effective as to issued and outstanding securities until the certificates therefore have been surrendered to the Corporation. All certificates shall be signed in the name of the Corporation by the Chairman of
the Board or the President or a Vice President and by the Treasurer or an assistant treasurer or the Secretary or an assistant secretary, representing the number of shares and the class or series thereof owned by the stockholder. Any or all of the
signatures on the certificate may be by facsimile signature. In the case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue

Omnibus Resolution

RESOLVED, that the President, the Chief Financial Officer and
Secretary (and any Assistant Secretary of the Corporation) be, and each of them acting severally hereby is, authorized and directed to take all such further actions and to execute and deliver, in the name and on behalf of the Corporation and under
its corporate seal or otherwise, any and all such further documents, agreements, certificates, instruments and undertakings, and to incur all such expenses, as they or any of them may deem necessary or advisable to carry out the purpose of the
foregoing resolutions; and that the taking of each such action, the execution and delivery of each such document or instrument, and the payment of each such expense shall be conclusive evidence of its necessity or advisability.