BYLAWS
                                       OF
                              TEXAS ROADHOUSE, INC.
 
 
                            Adopted as of May 5, 2004
 
 
                                    ARTICLE I
 
                                     OFFICES
 
     Section 1.     REGISTERED OFFICE. The registered office of the Corporation
shall be in Dover, County of Kent, State of Delaware and the registered agent in
charge thereof shall be National Registered Agents, Inc.
 
     Section 2.     OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
 
                                   ARTICLE II
 
                                  STOCKHOLDERS
 
     Section 1.     PLACE OF MEETINGS. Meetings of the stockholders may be held
at such place (if any), either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President and stated in the notice of
the meeting or in a duly executed waiver of notice thereof. In lieu of holding a
meeting of stockholders at a designated place, the Board of Directors may, in
its sole discretion, determine that any meeting of stockholders may be held
solely by means of remote communication.
 
     Section 2.     ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of any other business as may
be properly brought before a meeting shall be held on such date and at such time
and place (if any) to be fixed by the Board of Directors and stated in the
notice of meeting.
 
     Section 3.     SPECIAL MEETINGS. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stockholders may be called
at any time and for any purpose, by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, or by the Secretary at the
written request of the holders of at least 50% in voting
 
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power of all capital stock outstanding and entitled to cast votes at the
meeting. Such written request shall be addressed to the Secretary of the
Corporation and shall state the purpose of the proposed meeting, which must be a
proper matter for stockholder action under the General Corporation Law of the
State of Delaware, and shall contain such other information as would be required
under Section 9 of Article II hereof were it to be brought before a meeting
called by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President. In the case of any special meeting so requested by
holders of at least 50% in voting power of all capital stock outstanding and
entitled to cast votes at the meeting, the Board of Directors shall promptly,
but in all events within 10 days after the date on which such written request is
received, adopt a resolution fixing a date for such special meeting, which
meeting date shall be no more than 90 days from the date of such resolution. If
the Board of Directors fails to take such action, the record date shall be the
120th day after the date on which the written request was received. No business
shall be conducted at any special meeting of stockholders other than the items
of business stated in the notice of meeting given in accordance with Section 4
of this Article II.
 
     Section 4.     NOTICE OF MEETINGS. Notice of any meeting of stockholders,
whether annual or special, stating the place (if any), date and time of the
meeting, the means of remote communication, if any, by which the stockholders
and proxyholders may be deemed to be present in person and vote at such meeting,
and in the case of special meetings, the purpose for which such special meeting
is called, shall be prepared and delivered by the Corporation not less than 10
days or more than 60 days before the date of the meeting (except to the extent
that such notice is waived or is not required to be provided pursuant to the
General Corporation Law of the State of Delaware). Notice shall be given either
personally, or by mail, or to the extent and in the manner permitted by
applicable law. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to each stockholder at his or her address as it
appears on the records of the Corporation.
 
     Section 5.     RECORD DATE FOR STOCKHOLDER MEETINGS. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or for the
purpose of any other 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 by the Board, and which record date shall not be more
than 60 nor less than 10 days before the date of any such meeting, and shall not
be more than 60 days prior to any other action, except as provided by law. 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.
 
     Section 6.     LIST OF STOCKHOLDERS. After the record date for a meeting of
stockholders has been fixed, at least 10 days before such meeting, the officer
who has charge over the stock ledger of the Corporation shall prepare a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the
 
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information required to gain access to such list is provided with the notice of
meeting, or (ii) during ordinary business hours, at the principal place of
business of the Corporation. If the list is made available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation. If the meeting
is to be held at a place, then the list shall be produced at the time and place
of the meeting and kept open throughout the meeting for examination by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the entire time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of meeting. This list shall determine the identity of
the stockholders entitled to vote at the meeting and the number of shares held
by each of them.
 
     Section 7.     QUORUM AND ADJOURNMENT. Except as otherwise provided by law,
the Certificate of Incorporation or these bylaws, the holders of a majority in
voting power of the outstanding shares of capital stock of the Corporation
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business. Where a separate vote
by a class or series is required, the holders of a majority in voting power of
the outstanding shares of such class or series, present in person or represented
by proxy, shall constitute a quorum entitled to take action with respect to the
vote on that matter.
 
     If a quorum shall fail to attend any meeting, the Chairman of the meeting
or the holders of the majority in voting power of shares of capital stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date and time. The holders of a majority in voting power of
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting to another place, date or time. When a meeting is adjourned
to another place (if any), date or time, written notice need not be given of the
adjourned meeting if the place (if any), date and time thereof are announced at
the meeting at which the adjournment is taken; PROVIDED HOWEVER, that if the
date of the any adjourned meeting is more than 30 days after the date for which
the meeting was originally noticed, or if after the adjournment a new record
date is fixed for the adjourned meeting, written notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
the adjourned meeting, the Corporation may transact any business that might have
been transacted at the original meeting.
 
     Section 8.     CHAIRMAN OF MEETINGS. Meetings of the stockholders shall be
presided over by the Chairman of the Board or, if the Chairman is not present,
the Chief Executive Officer, the President or such other director or officer as
may be designated by the Board of Directors to act as chairman, or if no
designation has been made, a chairman shall be chosen at the meeting. The order
of business at all meetings of the stockholders and the procedures at the
meeting, including such regulation of the manner of voting and the conduct of
discussion, shall be determined by the chairman of the meeting. The chairman may
impose reasonable limits on the amount of time taken up at the meeting on
discussion in general or on remarks by any one stockholder. Should any person in
attendance become unruly or obstruct the meeting proceedings, the chairman shall
have the power to have such person removed from participation. The chairman
shall, if the facts warrant, determine and declare at the meeting that any
proposed item of business was not properly brought before the meeting in
accordance with Section 9
 
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of this Article II, and any such business not properly brought before the
meeting shall not be conducted.
 
     Section 9.     NOTICE OF STOCKHOLDER BUSINESS. At an annual or special
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before a
meeting of stockholders, business must be (i) specified in the notice of meeting
(or any supplement thereto) given at the direction of the Board of Directors,
(ii) properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) properly brought before a meeting by a stockholder. For
business to be properly brought before a meeting by a stockholder, it must be a
proper matter for stockholder action under the General Corporation Law of the
State of Delaware, and the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, notice by a
stockholder must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than 120 calendar days prior to
the one year anniversary of the date of the Corporation's proxy statement issued
in connection with the prior year's annual meeting in the case of an annual
meeting (or December 31, 2004, in the case of the 2005 Annual Meeting), and not
less than 60 days prior to the meeting in the case of a special meeting;
PROVIDED, HOWEVER, that if a public announcement of the date of the special
meeting is not given at least 70 days before the scheduled date for such special
meeting, then a stockholder's notice shall be timely if it is received at the
principal executive offices of the Corporation within 10 days following the date
public notice of the meeting date is first given, whether by press release or
other public filing.
 
     Notice by a stockholder to the Secretary of the Corporation shall set forth
as to each matter the stockholder proposes to bring before the annual or special
meeting (i) a description of the business desired to be brought before the
meeting, (ii) the name and address of the stockholder proposing such business
and of the beneficial owner, if any, on whose behalf the business is being
brought, (iii) the class, series and number of shares of the Corporation which
are beneficially owned by the stockholder and such other beneficial owner, and
(iv) any material interest of the stockholder and such other beneficial owner in
such business. In no event shall an announcement of an adjournment or
postponement of a meeting of stockholders commence a new time period (or extend
any time period) for the giving of a stockholder's notice as described above.
 
     Section 10.    NOMINATION OF DIRECTOR CANDIDATES. Subject to any provision
of the Certificate of Incorporation or any Certificate of Designations
establishing the rights of holders of any class or series of capital stock then
outstanding, nominations for the election or re-election of directors at a
meeting of the stockholders may be made by (i) the Board of Directors or a duly
authorized committee thereof or (ii) any stockholder entitled to vote in the
election of directors generally who complies with the procedures set forth in
these Bylaws and who is a stockholder of record at the time notice is delivered
to the Secretary of the Corporation. Subject to any provision of the Certificate
of Incorporation or any Certificate of Designations establishing the rights of
holders of any class or series of capital stock then outstanding, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election or re-election as directors at an annual
meeting only if timely notice of such stockholder's intent to make such
nominations has been given in writing to the Secretary of the Corporation. To be
timely, notice of a stockholder nomination for a director to be elected must be
delivered to or
 
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mailed and received at the principal executive offices of the Corporation, not
less than 120 calendar days prior to the one year anniversary of the date of the
Corporation's proxy statement issued in connection with the prior year's annual
meeting in the case of an annual meeting (or December 31, 2004, in the case of
the 2005 Annual Meeting), and not less than 60 days prior to the meeting in the
case of a special meeting; PROVIDED, HOWEVER, that if a public announcement of
the date of the special meeting is not given at least 70 days before the
scheduled date for such special meeting, then a stockholder's nomination shall
be timely if it is received at the principal executive offices of the
Corporation within 10 days following the date public notice of the meeting date
is first given, whether by press release or other public filing.
 
     Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination, of the beneficial owner, if any,
on whose behalf the nomination is being made and of each person to be nominated;
(ii) a representation that the stockholder is the holder of record of stock of
the Corporation entitled to vote for the election of directors on the date of
such notice and intends to appear in person or by proxy at the meeting to
nominate each person specified in the notice; (iii) a description of all the
arrangements or understandings between the stockholder or such beneficial owner
and each nominee and any other person (naming such person) pursuant to which the
nomination is to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in solicitations of proxies for the election of directors in an
election contest or is otherwise required pursuant to the federal securities
laws and regulations, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (v) the consent of each nominee to
serve as a director of the Corporation if so elected.
 
     Notwithstanding the foregoing, in the event that the number of directors to
be elected at an annual meeting is increased and there is no public announcement
by the Corporation naming the nominees for the additional directorships at least
130 days prior to such meeting, a stockholder's notice required by this Section
10 shall also be considered timely, but only with respect to nominees for the
additional directorships, if it shall be delivered to the Secretary of the
Corporation no later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation. In no
event shall an announcement of an adjournment or postponement of a meeting of
stockholders commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.
 
     Section 11.    PROXIES. At any meeting of stockholders, every stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action without a meeting may vote in person or may authorize
another person or persons to act for such stockholder by proxy if such proxy is
authorized by an instrument in writing or by electronic transmission as
permitted by law and filed in accordance with the procedure established for the
meeting, but no proxy shall be voted after 3 years from its date, unless such
proxy provides for a longer period. Every proxy shall be executed in writing by
the stockholder or by his or her authorized representative, or otherwise as
provided under the General Corporation Law of the State of Delaware.
 
     Except as otherwise provided by law or by the Certificate of Incorporation:
 
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     (a)  Directors shall be elected by a plurality in voting power of the
shares present in person or represented by proxy at a meeting of the
stockholders and entitled to vote in the election of directors; and
 
     (b)  Whenever any corporate action other than the election of directors is
to be taken, it shall be authorized by a majority in voting power of the shares
present in person or represented by proxy at a meeting of stockholders and
entitled to vote on the subject matter.
 
     Any vote of stockholders may be taken by written ballot, and if so
authorized by the Board of Directors, electronic transmission, telephonic
communication or other means of remote communication shall constitute a written
ballot. Every written ballot shall state the name of the stockholder or
proxyholder voting and such other information as may be required under the
procedures established for the meeting. If so authorized by the Board of
Directors, and in addition to such guidelines and procedures as the Board may
adopt, every stockholder vote taken by electronic or other means of remote
communication shall set forth such information from which it can be determined
that the communication was authorized by the stockholder or proxyholder. Every
vote taken at the meeting shall be counted by an inspector or inspectors
appointed by the chairman of the meeting. The Board of Directors may, and to the
extent required by law shall, in advance of any meeting of the stockholders,
appoint one or more inspectors to act at the meeting, decide upon the
qualification of voters, count the votes, decide the results and make a written
report thereof. The Board of Directors may designate one or more persons as
alternate inspectors to replace any inspector who fails to act, and if no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting may, and to the extent required by law shall, appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath to
faithfully execute the duties of inspector with strict impartiality and
according to the best of his or her ability.
 
     Section 12.    MEETINGS BY REMOTE COMMUNICATION. If authorized by the Board
of Directors, and subject to such guidelines and procedures as the Board may
adopt, stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication, participate in the meeting
and be deemed present in person and vote at the meeting, whether such meeting is
to be held in a designated place or solely by means of remote communication,
provided that (i) the Corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings in the meeting substantially concurrently with such proceedings, and
(iii) if the stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.
 
     Section 13.    STOCKHOLDER ACTION WITHOUT MEETING. Except as otherwise
prohibited or restricted by law or the Certificate of Incorporation, any action
that may be taken at any annual or special meeting of stockholders may be taken
without a meeting and without prior notice, if a consent or consents in writing,
setting forth the actions so taken, are signed by the holders of
 
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outstanding shares having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and are delivered to the
Corporation. Such delivery shall be by delivery to the Corporation's registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the corporate records in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. All such consents shall be filed with the
Secretary of the Corporation and shall be maintained in the corporate records.
Written notice of the taking of a corporate action without a meeting shall be
given to those stockholders who were entitled to take the corporate action and
have not consented in writing.
 
     An electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxyholder, or other person authorized to act
for the stockholder or proxyholder, shall be deemed to be written, signed and
dated for the purpose of this Section 13, provided that such electronic
transmission sets forth information from which the Corporation can determine (i)
that the transmission was transmitted by the stockholder or by a person
authorized to act for the stockholder and (ii) the date on which such
stockholder or authorized person transmitted such transmission. The date of the
electronic transmission shall be deemed the date the consent was signed. No
consent given by electronic transmission shall be deemed to have been delivered
to the Corporation until such consent is reproduced in paper form and delivered
to the Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the corporate records in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Any copy, facsimile or other reliable reproduction of a
consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.
 
     Section 14.    RECORD DATE FOR STOCKHOLDER ACTION WITHOUT A MEETING. In
order to determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may fix a record date. Such
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a record
date. The Board of Directors shall promptly, but in all events within 10 days
after the date on which such a request is received, adopt a resolution fixing
the record date. If no record date has been fixed by the Board of Directors
within 10 days after the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by applicable law, the Certificate of Incorporation, or these Bylaws,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation in the
manner set forth in Section 13 of this Article II. If no record date has been
fixed by the Board of Directors and prior action of the Board of Directors is
required by applicable law, the Certificate of Incorporation, or these Bylaws,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting
 
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shall be the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.
 
     Section 15.    GENERAL. For purposes of this Article II, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Notwithstanding the foregoing provisions
of this By-Law, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this Article II shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.
 
                                   ARTICLE III
 
                               BOARD OF DIRECTORS
 
     Section 1.     GENERAL POWERS. The business of the Corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
of Directors 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
or these Bylaws required to be exercised or done by the stockholders. In the
event of a vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.
 
     Section 2.     NUMBER. The number of directors, which shall constitute the
entire Board of Directors, shall not be fewer than one or more than 15 members,
as shall be determined by the affirmative vote of a majority of the directors
then in office.
 
     Section 3.     VACANCIES. Subject to the rights of holders of any class or
series of capital stock to elect additional directors under specified
circumstances, vacancies 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 directors then
in office, though less than a quorum, and directors so chosen shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until their successors have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
 
     Section 4.     RESIGNATION. Any director may resign at any time by giving
notice in writing or by electronic transmission of his or her resignation to the
Board of Directors. A resignation shall take effect at the time specified
therein or, if not so specified, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
 
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     Section 5.     REMOVAL. Subject to the rights of the holders of any class
or series of capital stock then outstanding, if any, any director may be removed
from office at any time only by the affirmative vote of at least a majority of
the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.
 
     Section 6.     MEETINGS. The Chairman of the Board shall preside at all
meetings of the Board of Directors at which he or she shall be present. In his
or her absence, such other director as may from time to time be designated to
serve as the presiding director by the Board of Directors shall so preside or,
if both the Chairman and the presiding director are absent for a particular
meeting, the Board of Directors shall choose a chairman of the meeting who shall
preside thereat.
 
     (a)  REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.
 
     (b)  SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or two or more directors and
may be held at any time and place, within or without the State of Delaware. The
Secretary of the Corporation or the officer or one of the directors calling the
meeting shall give notice of the time and place of any special meeting of
directors to each director.
 
     (c)  NOTICE. Notice, if required, shall be given by (i) giving notice to
such director in person or by telephone, facsimile, electronic transmission or
voice message system at least twenty-four (24) hours in advance of the meeting,
(ii) delivering written notice by hand, to his or her last known business or
home address at least twenty-four (24) hours in advance of the meeting, or (iii)
mailing written notice to his or her last known business or home address at
least 3 days in advance of the meeting. Notice of any meeting of the Board of
Directors or any committee thereof need not be given to any director who shall
submit, either before or after the time stated therein, a waiver of notice in
writing or by electronic transmission or who shall attend the meeting, other
than for the express purpose of objecting at the beginning thereof to the
transaction of any business because the meeting is not lawfully called or
convened. A notice or waiver of notice of a meeting of the Board of Directors,
if required, need not specify the purpose or purposes of the meeting.
 
     Section 7.     QUORUM AND ADJOURNMENT. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these Bylaws,
at all meetings of the Board of Directors, a majority of the entire Board of
Directors 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, without notice other than announcement at the
meeting, until a quorum shall be present. If
 
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the place, date and time of the new meeting are not announced at the adjourned
meeting, notice of the adjourned meeting shall be given to all directors.
 
     Section 8.     ACTION WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors or committee.
Such filing shall be in paper form if the minutes are maintained in paper form
and in electronic form if the minutes are maintained in electronic form.
 
     Section 9.     MEETINGS BY OTHER METHODS OF COMMUNICATION. Directors or any
member of any committee designated by the Board of Directors, may participate in
a meeting of the Board of Directors or such committee by means of a telephone
conference or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 9 shall constitute presence in person at such meeting.
 
     Section 10.    DIVIDENDS. To the extent permitted by law, the Board of
Directors shall have full power and discretion, subject to the provisions of the
Certificate of Incorporation and the terms of any other corporate document or
instrument binding upon the Corporation, to determine what, if any, dividends or
distributions shall be declared and paid or made.
 
     Section 11.    COMMITTEES. The Board of Directors may designate one or more
committees to serve at the pleasure of the Board; each committee shall consist
of one or more of the directors of the Corporation, with such lawfully delegated
powers and duties as the Board of Directors shall therefore confer. The Board of
Directors 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. In the absence or disqualification of a member of a committee, if
no alternate member has been designated by the Board of Directors, the member or
members present at any meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member. Any committee, to the extent allowed by law and provided in the
resolution establishing such committee, 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.
 
     At all meetings of such committee, a majority of its members shall
constitute a quorum for the transaction of business. The act of the committee
members present at any meeting at which there is a quorum shall be the act of
such committee. Each committee shall keep regular minutes and report to the
Board of Directors when required. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by such rules, its business shall be conducted as
nearly as possible in the same manner as is provided in these Bylaws for the
Board of Directors.
 
                                       10
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     Section 12.    COMPENSATION OF DIRECTORS. Each director who is not an
employee or officer of the Corporation or its subsidiaries, may be paid such
compensation for their services as such and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine.
 
     Section 13.    INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or has a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or her votes are counted for
such purpose if (i) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; (ii) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or (iii) the
contract or transaction is fair to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the shareholders. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee,
which authorizes the contract or transaction.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
     Section 1.     GENERAL. The officers of the Corporation may include the
Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a
Treasurer, a Chief Operating Officer, a Chief Financial Officer, and such other
officers as may be appointed by the Board of Directors, including, but not
limited to, a Vice Chairman, a General Counsel, one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, one of more Controllers, and one or more Assistant
Controllers. The same person may hold any number of offices unless otherwise
prohibited by law, the Certificate of Incorporation or these Bylaws. Officers
shall be entitled to such compensation or reimbursement as shall be fixed or
allowed from time to time by the Board of Directors.
 
     Section 2.     TERM, RESIGNATION AND REMOVAL. The officers of the
Corporation shall be appointed by the Board of Directors and shall hold office
for such terms and shall exercise and perform such duties as shall be determined
from time to time by the Board of Directors, and all officers shall hold office
until their successors are chosen and qualified, unless a different term is
specified in the vote appointing him or her, or until their earlier death,
resignation or removal. Any officer may resign by delivering his or her
resignation in writing or by electronic transmission to the Corporation at its
principal office or to the President or Secretary of the Corporation. Such
resignation shall be effective upon receipt unless it is specified to be
effective
 
                                       11
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at some other time or upon the happening of some other event. Any officer may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors subject to any contractual rights held by
such officer. The Board of Directors shall fill any vacancy occurring in any
office of the Corporation.
 
     Section 3.     OTHER OFFICERS. Such other officers as the Board of
Directors may appoint shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.
 
     Section 4.     AUTHORITY AND DUTIES OF OFFICERS. All officers of the
Corporation shall have such authority and perform such duties in the management
of the business of the Corporation as may be designated from time to time by the
Board of Directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board of Directors.
 
                                    ARTICLE V
 
                                  CAPITAL STOCK
 
     Section 1.     FORM OF CERTIFICATE. A certificate for shares of stock in
such form as prescribed by law and the Board of Directors shall evidence the
interest of each stockholder of the Corporation. The Chairman of the Board, the
Chief Executive Officer or the President and the Treasurer or the Secretary of
the Corporation shall sign each certificate in the name of the Corporation. Any
or all signatures on the certificate may be facsimile signatures. In case any
officer, transfer agent or registrar whose signature or facsimile signature
appears on a certificate shall have ceased to be such officer, transfer agent or
registrar before the certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
 
     Section 2.     LOST CERTIFICATES. The Corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe for the protection of the Corporation or any
transfer agent or registrar, including the presentation of reasonable evidence
of such loss, theft or destruction and the giving of such indemnity, not to
exceed double the value of the stock, as a condition precedent to the issuance
of the new certificate.
 
     Section 3.     TRANSFERS. Each certificate for shares of stock which are
subject to any restriction on transfer pursuant to the Certificate of
Incorporation, these Bylaws, applicable securities laws or any agreement among
any number of shareholders or among such holders and the Corporation shall have
conspicuously noted on the face or back the certificate either the full text of
the restriction or a statement of the existence of such a restriction.
 
     Except as otherwise established by rules and regulations established by the
Board of Directors, and subject to applicable law, shares of stock may be
transferred on the books of the Corporation by the surrender to the Corporation
or its transfer agent of the certificate
 
                                       12
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representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or authenticity of signature as the Corporation or its transfer agent
may reasonably require. Except as may be otherwise required by law, the
Certificate of Incorporation or these Bylaws, the Corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these Bylaws.
 
                                   ARTICLE VI
 
                               GENERAL PROVISIONS
 
     Section 1.     FISCAL YEAR. The fiscal year of the Corporation shall be as
specified by the Board of Directors.
 
     Section 2.     CORPORATE SEAL. The corporate seal, if one is adopted, shall
be in such form as shall be approved by the Board of Directors.
 
     Section 3.     VOTING SHARES IN OTHER BUSINESS ENTITIES. Except as the
Board of Directors may otherwise designate, shares or equity interests in other
corporations or business entities that are held by the Corporation shall be
represented and voted only by the Chairman of the Board, the Chief Executive
Officer, the President or a proxy appointed by any of them.
 
     Section 4.     CONTRACTS. Any officer having the power to sign
certificates, contracts, obligations and other instruments of the Corporation
may delegate such power to any other officer or employee of the Corporation,
provided that the delegating officer shall be accountable for the actions of
that officer or employee to whom power was delegated.
 
     Section 5.     OBLIGATIONS. All checks and drafts on the Corporation's bank
accounts and all bills of exchange and promissory notes, and all acceptances,
obligations, bonds and other orders or instruments for the payment of money,
shall be signed by such officer, employee, or agent, as shall be authorized from
time to time by the Board of Directors. The Board of Directors may, in its
discretion, also provide for the countersignature or registration of any or all
such orders, instruments or obligations for the payment of money.
 
     Section 6.     EVIDENCE OF AUTHORITY. A certificate by the Secretary as to
any action taken by the stockholders, directors, a committee or any officer or
representative of the Corporation, shall as to all persons who rely on the
certificate in good faith be conclusive evidence of such action.
 
     Section 7.     SEVERABILITY. Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these Bylaws.
 
     Section 8.     FACSIMILE SIGNATURES. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized by these Bylaws,
facsimile signatures of any officer
 
                                       13
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or officers of the Corporation maybe used whenever and as authorized by the
Board of Directors or a committee thereof.
 
     Section 9.     PLURAL. As contained in these Bylaws, references to the
singular shall include the singular and the plural.
 
     Section 10.    ELECTRONIC TRANSMISSION. For purposes of these Bylaws,
"electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.
 
                                   ARTICLE VII
 
                                 INDEMNIFICATION
 
     Section 1.     INDEMNIFICATION. (a) Subject to Section 3 of this Article
VII, the Corporation shall indemnify, to the full extent that it shall have
power under applicable law to do so and in a manner permitted by such law, any
person made or threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (hereinafter, a "Proceeding"), by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of Corporation as a director or officer of another corporation,
partnership, joint venture, trust, or other enterprise, including service with
respect to an employee benefit plan (collectively, "Another Enterprise").
 
     (b)  The Corporation may indemnify, to the full extent that it shall have
power under applicable law to do so and in a manner permitted by such law, any
person made or threatened to be made a party to any Proceeding, by reason of the
fact that such person is or was an employee or agent of the Corporation, or is
or was serving at the request of the Corporation as an employee or agent of
Another Enterprise.
 
     Section 2.     ADVANCEMENT OF EXPENSES. (a) Subject to Section 3 of this
Article VII, with respect to any person made or threatened to be made a party to
any threatened, pending, or completed Proceeding, by reason of the fact that
such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of Another
Enterprise, the Corporation shall pay the expenses (including attorneys' fees)
incurred by such person in defending any such Proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER, that
any advancement of expenses shall be made only upon receipt of an undertaking
(hereinafter an "undertaking") by such person to repay all amounts advanced if
it shall ultimately be determined by final judicial decision from which there is
no further right to appeal (hereinafter a "Final Adjudication") that such person
is not entitled to be indemnified for such expenses under this Article VII or
otherwise.
 
     (b)  With respect to any person made or threatened to be made a party to
any Proceeding, by reason of the fact that such person is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of
 
                                       14
<Page>
 
Another Enterprise, the Corporation may, in its discretion and upon such terms
and conditions, if any, as the Corporation deems appropriate, pay the expenses
(including attorneys' fees) incurred by such person in defending any such
Proceeding in advance of its final disposition.
 
     Section 3.     ACTIONS INITIATED AGAINST THE CORPORATION. Anything in
Section 1(a) or Section 2(a) of this Article VII to the contrary
notwithstanding, with respect to a Proceeding initiated against the Corporation
by a director or officer of the Corporation (or by a person serving at the
request of the Corporation as a director or officer of Another Enterprise), the
Corporation shall not be required to indemnify or to advance expenses (including
attorneys' fees) to such person in connection with prosecuting such Proceeding
(or part thereof) or in defending any counterclaim, cross-claim, affirmative
defense, or like claim of the Corporation in such Proceeding (or part thereof)
unless such Proceeding was authorized by the Board of Directors of the
Corporation.
 
     Section 4.     CONTRACT RIGHTS. With respect to any person made or
threatened to be made a party to any Proceeding, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director or officer of Another
Enterprise, the rights to indemnification and to the advancement of expenses
conferred in Sections 1(a) and 2(a) of this Article VII shall be contract
rights. Any amendment, repeal, or modification of, or adoption of any provision
inconsistent with, this Article VII (or any provision hereof) shall not
adversely affect any right to indemnification or advancement of expenses granted
to any person pursuant hereto with respect to any act or omission of such person
occurring prior to the time of such amendment, repeal, modification, or adoption
(regardless of whether the Proceeding relating to such acts or omissions is
commenced before or after the time of such amendment, repeal, modification, or
adoption).
 
     Section 5.     CLAIMS.
 
     (a)  If (X) a claim under Section 1(a) of this Article VII with respect to
any right to indemnification is not paid in full by the Corporation within sixty
days after a written demand has been received by the Corporation or (Y) a claim
under Section 2(a) of this Article VII with respect to any right to the
advancement of expenses is not paid in full by the Corporation within twenty
days after a written demand has been received by the Corporation, then the
person seeking to enforce a right to indemnification or to an advancement of
expenses, as the case may be, may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.
 
     (b)  If successful in whole or in part in any suit brought pursuant to
Section 5(a) of this Article VII, or in a suit brought by the Corporation to
recover an advancement of expenses (whether pursuant to the terms of an
undertaking or otherwise), the person seeking to enforce a right to
indemnification or an advancement of expenses hereunder or the person from whom
the Corporation sought to recover an advancement of expenses, as the case may
be, shall be entitled to be paid by the Corporation the reasonable expenses
(including attorneys' fees) of prosecuting or defending such suit.
 
     (c)  In any suit brought by a person seeking to enforce a right to
indemnification hereunder (but not a suit brought by a person seeking to enforce
a right to an advancement of
 
                                       15
<Page>
 
expenses hereunder), it shall be a defense that the person seeking to enforce a
right to indemnification has not met any applicable standard for indemnification
under applicable law. With respect to any suit brought by a person seeking to
enforce a right to indemnification or right to advancement of expenses hereunder
or any suit brought by the Corporation to recover an advancement of expenses
(whether pursuant to the terms of an undertaking or otherwise), neither (i) the
failure of the Corporation to have made a determination prior to commencement of
such suit that indemnification of such person is proper in the circumstances
because such person has met the applicable standards of conduct under applicable
law, nor (ii) an actual determination by the Corporation that such person has
not met such applicable standards of conduct, shall create a presumption that
such person has not met the applicable standards of conduct or, in a case
brought by such person seeking to enforce a right to indemnification, be a
defense to such suit.
 
     (d)  In any suit brought by a person seeking to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses (whether pursuant to the terms
of an undertaking or otherwise), the burden shall be on the Corporation to prove
that the person seeking to enforce a right to indemnification or to an
advancement of expenses or the person from whom the Corporation seeks to recover
an advancement of expenses is not entitled to be indemnified, or to such an
advancement of expenses, under this Article VII or otherwise.
 
     Section 6.     NON-EXCLUSIVE RIGHTS. The indemnification and advancement of
expenses provided in this Article VII shall not be deemed exclusive of any other
rights to which any person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be such
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person.
 
     Section 7.     INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of Another Enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VII or otherwise.
 
     Section 8.     SEVERABILITY. If any provision or provisions of this Article
VII shall be held to be invalid, illegal, or unenforceable for any reason
whatsoever: (1) the validity, legality, and enforceability of the remaining
provisions of this Article VII (including, without limitation, each portion of
any paragraph or clause containing any such provision held to be invalid,
illegal, or unenforceable, that is not itself held to be invalid, illegal, or
unenforceable) shall not in any way be affected or impaired thereby; and (2) to
the fullest extent possible, the provisions of this Article VII (including,
without limitation, each such portion of any paragraph or clause containing any
such provision held to be invalid, illegal, or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal, or unenforceable.
 
                                       16
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                                  ARTICLE VIII
 
                                    AMENDMENT
 
     Notwithstanding anything contained in the Certificate of Incorporation to
the contrary, the Board of Directors is expressly authorized to adopt, alter,
amend or repeal the Bylaws of the Corporation by affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present. Any Bylaws made by the directors under
the powers conferred hereby may be altered, amended or repealed by the directors
or by the stockholders. Pursuant to Article VII of the Certificate of
Incorporation, Sections 2, 3, 9, 10 and 14 of Article II herein and Sections 2,
3 and 5 of Article III herein shall not be altered, amended or repealed and no
provision inconsistent therewith shall be adopted without the affirmative vote
of the holders of at least a majority of the voting power of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote,
voting together as a single class.
 
                                       17
 
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