<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         RED ROBIN GOURMET BURGERS, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                  84-1573084
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

  5575 DTC Parkway, Suite 110, Greenwood Village, Colorado 80111 (303) 846-6000
               (Address and Phone of Principal Executive Offices)

--------------------------------------------------------------------------------

     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]

     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]

     Securities Act registration statement file number to which this form
relates: 333-87044

     Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                 Name of each exchange on which
         to be so registered                 each class is to be registered

         NONE                                N/A

     Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                                (Title of class)


<PAGE>

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

     This Registration Statement relates to the Common Stock, par value $0.001
per share, of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the
"Registrant"). A description of such Common Stock is contained under the heading
of "Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1, filed with the Securities and Exchange Commission on April 26, 2002
(Registration No. 333-87044), as amended, which description is incorporated
herein by reference.

Item 2.  Exhibits.

     The following exhibits are filed as a part of this registration statement:

          (1)  Registrant's Specimen Common Stock Certificate (filed with the
               Commission as Exhibit 4.1 to the Registrant's Registration
               Statement on Form S-1, No. 333-87044, as amended, and
               incorporated herein by reference).

          (2)  Registrant's Amended and Restated Certificate of Incorporation.

          (3)  Registrant's Amended and Restated Bylaws.


<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                     Red Robin Gourmet Burgers, Inc.

Date:  July 15, 2002                 By: /s/  Michael J. Snyder
     -----------------                   ---------------------------------------
                                         Michael J. Snyder
                                         Chairman of the Board, President and
                                         Chief Executive Officer




<PAGE>

                                                                       Exhibit 2


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         RED ROBIN GOURMET BURGERS, INC.

It is hereby certified that:

          1.  The name of the corporation (hereinafter called the "Corporation")
is Red Robin Gourmet Burgers, Inc., which is the name under which the
Corporation was originally incorporated, and the original Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on January 17, 2001.

          2.  The Certificate of Incorporation of the Corporation is hereby
restated and further amended so as to read in its entirety as set forth below.

          3.  The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.

          4.  The Certificate of Incorporation of the Corporation, as amended
and restated herein, shall read as follows:


<PAGE>

               "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         RED ROBIN GOURMET BURGERS, INC.

          FIRST:  The name of the Corporation is Red Robin Gourmet Burgers, Inc.

          SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville
 Road, Suite 400, Wilmington, Delaware
19808. The name of the registered agent of the Corporation at that address is
Corporation Service Company.

          THIRD:  The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the Delaware General
Corporation Law.

          FOURTH: A.  The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Fifty Five Million
(55,000,000), consisting of Fifty Million (50,000,000) shares of Common Stock,
par value one cent ($0.001) per share (the "Common Stock") and Five Million
(5,000,000) shares of Preferred Stock, par value one cent ($0.001) per share
(the "Preferred Stock").

                  B.  The board of directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.

                  C.  Each outstanding share of Common Stock shall entitle the
holder thereof to one vote on each matter properly submitted to the stockholders
of the Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Amended and Restated Certificate of Incorporation (including
any Certificate of Designations relating to any series of Preferred Stock) that
relates solely to the terms of one or more outstanding series of Preferred Stock
if the holders of such affected series are entitled, either separately or
together as a class with the holders of one or more other such series, to vote
thereon by law or pursuant to this Amended and Restated Certificate of
Incorporation (including any Certificate of Designations relating to any series
of Preferred Stock).

                  D.  Immediately upon the effectiveness of this Amended and
Restated Certificate of Incorporation, each two and nine-tenths (2.9) issued and
outstanding

                                        1


<PAGE>

shares of the Corporation's Common Stock, $0.001 par value per share, shall,
without further action by the Corporation or the holder thereof, be combined,
reclassified, and changed into one (1) share of Common Stock rounded to the
nearest whole share. Each person at the time of the effectiveness of this
Amended and Restated Certificate of Incorporation holding of record any issued
and outstanding shares of Common Stock of the Corporation shall be entitled to
receive a stock certificate or certificates to evidence and represent the shares
of Common Stock to which he/she/it becomes entitled (in replacement of the stock
certificate or certificates evidencing the shares of Common Stock which
he/she/it currently holds of record) by reason of such reverse stock split."

          FIFTH:  The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  A.  The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors. In addition to the
powers and authority expressly conferred upon them by statute or by this Amended
and Restated Certificate of Incorporation or the by-laws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation.

                  B.  The directors of the Corporation need not be elected by
written ballot unless the by-laws so provide.

                  C.  Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

                  D.  Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, the Chief Executive Officer, the board
of directors acting pursuant to a resolution adopted by a majority of the Whole
Board or by holders of at least ten percent (10%) of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.
For purposes of this Amended and Restated Certificate of Incorporation, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships.

          SIXTH:  A.  Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the board of
directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any series of
Preferred Stock under specified circumstances, shall be divided into three
classes, with the term of office of the first class to expire at the
Corporation's first annual meeting of stockholders, the term of office of the
second class to expire at the Corporation's second annual meeting of
stockholders and the term of office of the third class to expire at the
Corporation's third annual meeting of stockholders, with each director to hold

                                       -2-


<PAGE>

office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election, with
each director to hold office until his or her successor shall have been duly
elected and qualified.

                  B.  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise required by law or by
resolution of the board of directors, be filled only by a majority vote of the
directors then in office, though less than a quorum (and not by stockholders),
and directors so chosen shall serve for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
chosen expires or until such director's successor shall have been duly elected
and qualified. No decrease in the authorized number of directors shall shorten
the term of any incumbent director.

                  C.  Advance notice of stockholder nominations for the election
of directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
by-laws of the Corporation.

                  D.  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least sixty six and two thirds
percent (66 2/3%) 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.

         SEVENTH: The board of directors is expressly empowered to adopt, amend
or repeal by-laws of the Corporation. Any adoption, amendment or repeal of the
by-laws of the Corporation by the board of directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the by-laws of the Corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of the
Corporation required by law or by this Amended and Restated Certificate of
Incorporation, the affirmative vote of the holders of at least sixty six and two
thirds percent (66 2/3%) of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provision of the by-laws of the Corporation.

         EIGHTH:  A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating

                                       -3-


<PAGE>

or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

          Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

          NINTH:  The Corporation reserves the right to amend or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation; provided,
however, that, notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or any provision of law that might otherwise permit
a lesser vote or no vote, but in addition to any vote of the holders of any
class or series of the stock of this corporation required by law or by this
Amended and Restated Certificate of Incorporation, the affirmative vote of the
holders of at least sixty six and two thirds percent (66 2/3%) of the voting
power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class, shall be required to amend or repeal this Article
NINTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, or
Article EIGHTH."

                  [Remainder of Page Intentionally Left Blank]

                                       -4-


<PAGE>

     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been duly executed by a duly authorized officer of the Corporation on the
15th day of July, 2002.


                                        RED ROBIN GOURMET BURGERS, INC.,


                                        By: /s/ Michael J. Snyder
                                            ----------------------------------
                                        Name:  Michael J. Snyder
                                        Title: President and CEO

                                       S-1


<PAGE>


                                                                       Exhibit 3

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        RED ROBIN GOURMET BURGERS, INC.,

                             a Delaware corporation


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
ARTICLE I.--  STOCKHOLDERS .....................................................    1

     Section 1.  Annual Meeting ................................................    1

     Section 2.  Special Meetings ..............................................    4

     Section 3.  Notice of Meetings ............................................    5

     Section 4.  Quorum ........................................................    5

     Section 5.  Organization ..................................................    5

     Section 6.  Conduct of Business ...........................................    6

     Section 7.  Proxies and Voting ............................................    6

     Section 8.  Stock List ....................................................    7

ARTICLE II.--  BOARD OF DIRECTORS ..............................................    7

     Section 1.  Number, Election and Term of Directors ........................    7

     Section 2.  Newly Created Directorships and Vacancies .....................    8

     Section 3.  Regular Meetings ..............................................    8

     Section 4.  Special Meetings ..............................................    8

     Section 5.  Quorum ........................................................    8

     Section 6.  Participation in Meetings By Conference Telephone .............    8

     Section 7.  Conduct of Business ...........................................    9

     Section 8.  Compensation of Directors .....................................    9

ARTICLE III.--  COMMITTEES .....................................................    9

     Section 1.  Committees of the Board of Directors ..........................    9

     Section 2.  Conduct of Business ...........................................   10

ARTICLE IV.--  OFFICERS ........................................................   10

     Section 1.  Generally .....................................................   10

     Section 2.  Chairman of the Board .........................................   10

     Section 3.  Chief Executive Officer .......................................   11

     Section 4.  President .....................................................   11

     Section 5.  Vice President ................................................   11

     Section 6.  Secretary and Assistant Secretary .............................   12

     Section 7.  Chief Financial Officer .......................................   12

     Section 8.  Assistant Officers ............................................   13
</TABLE>


                                      -i-


<PAGE>

                                TABLE OF CONTENTS
                                  (continued)


<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
     Section 9.  Delegation of
 Authority .......................................   13

     Section 10. Removal and Resignation .......................................   13

     Section 11. Action with Respect to Securities of Other Corporations .......   13

ARTICLE V.--  STOCK ............................................................   13

     Section 1.  Certificates of Stock .........................................   13

     Section 2.  Transfers of Stock ............................................   14

     Section 3.  Record Date ...................................................   14

     Section 4.  Lost, Stolen or Destroyed Certificates ........................   15

     Section 5.  Regulations ...................................................   15

ARTICLE VI.--  NOTICES .........................................................   15

     Section 1.  Notices .......................................................   15

     Section 2.  Waivers .......................................................   16

ARTICLE VII.--  MISCELLANEOUS ..................................................   16

     Section 1.  Facsimile Signatures ..........................................   16

     Section 2.  Corporate Seal ................................................   16

     Section 3.  Reliance upon Books, Reports and Records ......................   16

     Section 4.  Fiscal Year ...................................................   16

     Section 5.  Time Periods ..................................................   16

ARTICLE VIII.--  INDEMNIFICATION OF DIRECTORS AND OFFICERS .....................   17

     Section 1.  Right to Indemnification ......................................   17

     Section 2.  Right to Advancement of Expenses ..............................   17

     Section 3.  Right of Indemnitee to Bring Suit .............................   18

     Section 4.  Non-Exclusivity of Rights .....................................   19

     Section 5.  Insurance .....................................................   19

     Section 6.  Indemnification of Employees and Agents of the Corporation ....   19

     Section 7.  Expenses as a Witness .........................................   19

     Section 8.  Indemnity Agreements ..........................................   19

     Section 9.  Nature of Rights ..............................................   19

ARTICLE IX.--  AMENDMENTS ......................................................   20
</TABLE>


                                      -ii-


<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        RED ROBIN GOURMET BURGERS, INC.,

                             a Delaware corporation



                           ARTICLE I. -- STOCKHOLDERS

     Section 1.  Annual Meeting.

     (A) An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months of the last annual meeting of stockholders.

     (B) Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.

     (C) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the General Corporation Law of the State of
Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any
such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice, as that term is defined in subclause (c)(iii) of this
paragraph, such stockholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have
delivered a proxy statement

                                      -1-


<PAGE>

and form of proxy to holders of a percentage of the Corporation's voting shares
reasonably believed by such stockholder or beneficial holder to be sufficient to
elect the nominee or nominees proposed to be nominated by such stockholder, and
must, in either case, have included in such materials the Solicitation Notice
and (4) if no Solicitation Notice relating thereto has been timely provided
pursuant to this section, the stockholder or beneficial owner proposing such
business or nomination must not have solicited a number of proxies sufficient to
have required the delivery of such a Solicitation Notice under this section. To
be timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 45 or more than 75
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided, however, that if the date of the annual
meeting is advanced more than 30 days prior to or delayed by more than 30 days
after the anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the later of (i) the 90th day prior to such annual meeting or (ii)
the 10th day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and such person's written consent to serve as a
director if elected; (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of such business, the reasons
for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, and (iii) whether either such stockholder or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of

                                      -2-


<PAGE>

holders of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").

     (D) Notwithstanding anything in the second sentence of the third paragraph
of this Section 1 to the contrary, in the event that the number of directors to
be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 55 days prior
to the Anniversary, a stockholder's notice required by this Bylaw shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

     (E) Only persons nominated in accordance with the procedures set forth in
this Section 1 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
By-Laws and, if any proposed nomination or business is not in compliance with
these By-Laws, to declare that such defectively proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

     (F) For purposes of these By-Laws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a 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 Exchange Act.

     (G) Notwithstanding the foregoing provisions of this Section 1, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 1. Nothing in this Section 1 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                      -3-


<PAGE>

     Section 2.  Special Meetings.

     (A) Special meetings of the stockholders, other than those required by
statute, may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the Board of Directors acting pursuant to a resolution
adopted by a majority of the Whole Board or by holders of at least ten percent
(10%) of the voting power of all of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. For purposes of these By-Laws, the
term "Whole Board" shall mean the total number of authorized directors whether
or not there exist any vacancies in previously authorized directorships. The
Board of Directors may postpone or reschedule any previously scheduled special
meeting.

     (B) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in Section 1 of
this Article I. Nominations by stockholders of persons for election to the Board
of Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by the third paragraph of Section 1 of this
Article I shall be delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the later of the 90th
day prior to such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.

     (C) Notwithstanding the foregoing provisions of this Section 2, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2. Nothing in this Section 2 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                      -4-


<PAGE>

     Section 3.  Notice of Meetings. Notice of the place, if any, date, and time
of all meetings of the stockholders, and the means of remote communications, if
any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting, shall be given, not less than ten (10) nor more
than sixty (60) days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time
to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such 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 4.  Quorum. At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes or series is
required, a majority of the shares of such class or classes or series present in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
may adjourn the meeting to another place, if any, date, or time.

     Section 5.  Organization. Such person as the Board of Directors may have
designated or, in the absence of such a person, the Chairman of the Board or, in
his or her

                                      -5-


<PAGE>

absence, the President of the Corporation or, in his or her absence, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.

     Section 6.  Conduct of Business. The chairman of any meeting of
stockholders, annual or special, shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussion as seem to him or her in order. The chairman shall
have the power to adjourn the meeting, from time to time, without notice other
than announcement at such meeting, to another place, if any, date and time. The
date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at the meeting shall be announced at the meeting.

     Section 7.  Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

     The Corporation may, and to the extent required by law, shall, in advance
of any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation may designate one or
more alternate inspectors to replace any inspector who fails to act. 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 faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. Every vote taken by ballots shall be counted by a
duly appointed inspector or inspectors.

                                      -6-


<PAGE>

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively.

     Section 8.  Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder for a period of at least 10 days prior to the meeting in the manner
provided by law.

     The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                       ARTICLE II. -- BOARD OF DIRECTORS

     Section 1.  Number, Election and Term of Directors. Subject to the rights
of the holders of any series of preferred stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The directors, other than those who may be elected
by the holders of any series of preferred stock under specified circumstances,
shall be divided, with respect to the time for which they severally hold office,
into three classes with the term of office of the first class to expire at the
Corporation's first annual meeting of stockholders, the term of office of the
second class to expire at the Corporation's second annual meeting of
stockholders and the term of office of the third class to expire at the
Corporation's third annual meeting of stockholders, with each director to hold
office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, commencing with the first annual meeting,
(i) directors elected to succeed those directors whose terms then expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, with each director to hold office until
his or her successor shall have been duly elected and qualified, and (ii) if
authorized by a resolution of the Board of Directors, directors may be elected
to fill any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.

                                      -7-


<PAGE>

     Section 2.  Newly Created Directorships and Vacancies. Subject to the
rights of the holders of any series of preferred stock then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall, unless otherwise required by law or by resolution of the Board of
Directors, be filled only by a majority vote of the directors then in office,
though less than a quorum (and not by stockholders), and directors so chosen
shall serve for a term expiring at the annual meeting of stockholders at which
the term of office of the class to which they have been elected expires or until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors shall shorten the term of any
incumbent director.

     Section 3.  Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

     Section 4.  Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or by a majority of
the Whole Board and shall be held at such place, on such date, and at such time
as they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each director by whom it is not waived by
mailing written notice not less than five (5) days before the meeting or by
telephone or by telegraphing or telexing or by facsimile or electronic
transmission of the same not less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

     Section 5.  Quorum. At any meeting of the Board of Directors, a majority of
the total number of the Whole Board shall constitute a quorum for all purposes.
If a quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without further notice or
waiver thereof.

     Section 6.  Participation in Meetings By Conference Telephone. Members of
the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board of Directors or committee by means of conference telephone
or other communications

                                      -8-


<PAGE>

equipment by means of which all persons participating in the meeting can hear
each other and such participation shall constitute presence in person at such
meeting.

     Section 7.  Conduct of Business. At any meeting of the Board of Directors,
business shall be transacted in such order and manner as the Board of Directors
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.

     Section 8.  Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of the directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or paid a
stated salary or paid other compensation as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed compensation for attending committee meetings.

                           ARTICLE III. -- COMMITTEES

     Section 1.  Committees of the Board of Directors. The Board of Directors
may from time to time designate committees of the Board of Directors, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board of Directors and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by

                                      -9-


<PAGE>

unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.

     Section 2.  Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; a
majority of the members shall constitute a quorum unless the committee shall
consist of one (1) or two (2) members, in which event all of such members shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are
filed with the minutes of the proceedings of such committee. Such filing shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

                            ARTICLE IV. -- OFFICERS

     Section 1.  Generally. The officers of the Corporation shall be appointed
by the Board of Directors and shall be a President, a Secretary and a Chief
Financial Officer. The Board of Directors may also appoint a Chief Executive
Officer, a Chairman of the Board and one or more Vice Presidents and the Board
may appoint such other officers (including Assistant Secretaries and Assistant
Financial Officers) as the Board of Directors may deem necessary or desirable.
The officers shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Unless prohibited by applicable law or by the Certificate of
Incorporation or by these Bylaws, one person may be elected or appointed to
serve in more than one official capacity. Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors. The salaries of
officers elected by the Board of Directors shall be fixed from time to time by
the Board of Directors or by such officers as may be designated by resolution of
the Board of Directors.

     Section 2.  Chairman of the Board. The Board of Directors may, at its
election, appoint a Chairman of the Board. If such an officer be elected, he or
she shall, if present, preside at all meetings of the stockholders and of the
Board of Directors and shall have

                                      -10-


<PAGE>

such other powers and duties as may from time to time be assigned to him or her
by the Board of Directors.

          Section 3. Chief Executive Officer. The Chief Executive Officer shall
have general and active management, supervision, direction, and control of the
business of the Corporation. He or she shall assist the Chairman of the Board in
the management of the Corporation, and in the absence or disability of or upon
the delegation by the Chairman of the Board, he or she shall preside at all
meetings of stockholders and of the Board of Directors. He or she shall report
from time to time to the Board of Directors all matters within his or her
knowledge which the interest of the Corporation may require to be brought to the
attention of the Board of Directors. The Chief Executive Officer shall have the
general powers and duties of supervision and management usually vested in the
office of president of a corporation and shall exercise such powers and perform
such duties as generally pertain or are necessarily incidental to his or her
office and shall have such other powers and perform such other duties as may be
specifically assigned to him or her from time to time by the Board of Directors
or the Chairman of the Board.

          Section 4. President. Subject to such powers, if any, as may be given
by the Board of Directors to the Chairman of the Board or the Chief Executive
Officer, if there are such officers, the President shall have supervising
authority over and may exercise general executive powers concerning all of the
operations and business of the Corporation, with the authority from time to time
to delegate to other officers such executive and other powers and duties as he
or she may deem advisable. The President shall also perform such duties as may
be specifically assigned to him or her from time to time by the Board of
Directors, the Chairman of the Board, or the Chief Executive Officer. If there
be no Chairman of the Board or Chief Executive Officer, or in their absence, the
President shall preside at all meetings of the stockholders and of the Board of
Directors, unless the Board of Directors appoints another person who need not be
a stockholder, officer or director of the Corporation, to preside at a meeting
of stockholders.

          Section 5. Vice President. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President, if
any, (or if there be more than one Vice President, the Vice Presidents in the
order of their rank or, if of equal rank, then

                                      -11-


<PAGE>

in the order designated by the Board of Directors or the President or,
in the absence of any designation, then in the order of their appointment) shall
perform the duties of the President and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The rank of
Vice Presidents in descending order shall be Executive Vice President, Senior
Vice President and Vice President. The Vice President shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

          Section 6. Secretary and Assistant Secretary. The Secretary shall
attend all meetings of the Board of Directors (unless the Board of Directors
shall otherwise determine) and all meetings of the stockholders and record all
the proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
committees when required. The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and special meetings of the Board of Directors.
The Secretary shall have custody of the corporate seal of the Corporation and
shall (as well as any Assistant Secretary) have authority to affix the same to
any instrument requiring it and to attest it. The Secretary shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

          Section 7. Chief Financial Officer. The Chief Financial Officer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Chief Financial Officer may disburse the funds of
the Corporation as may be ordered by the Board of Directors or the President,
taking proper vouchers for such disbursements, and shall render to the Board of
Directors at its regular meetings, or when the Board of Directors so requires,
an account of transactions and of the financial condition of the Corporation.
The Chief Financial Officer shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

          If required by the Board of Directors, the Chief Financial Officer and
Assistant Financial Officer, if any, shall give the Corporation a bond (which
shall be renewed at such times as specified by the Board) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of such person's office and for the
restoration to the Corporation, in case of such person's death, resignation,
retirement or

                                      -12-


<PAGE>

removal from office, of all books, papers, vouchers, money and other property of
whatever kind in such person's possession or under such person's control
belonging to the Corporation.

          Section 8.  Assistant Officers. An assistant officer shall, in the
absence of the officer to whom such person is an assistant or in the event of
such officer's inability or refusal to act (or, if there be more than one such
assistant officer, the assistant officers in the order designated by the Board
of Directors or, in the absence of any designation, then in the order of their
appointment), perform the duties and exercise the powers of such officer. An
assistant officer shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

          Section 9.  Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

          Section 10. Removal and Resignation. Any officer may be removed,
either with or without cause, by the Board. Any officer may resign at any time
by giving notice to the Board, the President or the Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.

          Section 11. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other Corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.

                              ARTICLE V. -- STOCK

          Section 1.  Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the President
or a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
him or her. Any or all of the signatures on the certificate may be

                                      -13-


<PAGE>

by facsimile. If 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 such officer, transfer agent, or registrar at the date of issuance.

          If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise provided
in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

          Section 2. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of Article V of these By-laws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

          Section 3. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or 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, except as otherwise required by law, fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of

                                      -14-


<PAGE>

Directors, the record date for determining stockholders entitled to notice of or
to 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, and, for determining stockholders entitled to receive payment of any
dividend or other distribution or allotment of rights or to exercise any rights
of change, conversion or exchange of stock or for any other purpose, the record
date shall be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto.

          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 4. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance, require the owner of such certificate or
certificates, or such person's legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the lost, stolen or destroyed
certificate.

          Section 5. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

                             ARTICLE VI. -- NOTICES

          Section 1. Notices. If mailed, notice to stockholders shall be deemed
given when deposited in the mail, postage prepaid, directed to the stockholder
at such stockholder's address as it appears on the records of the Corporation.
Without limiting the manner by which notice otherwise may be given effectively
to stockholders, any notice to stockholders may be given by electronic
transmission in the manner provided in Section 232 of the Delaware General
Corporation Law.

                                      -15-


<PAGE>

          Section 2. Waivers. A written waiver of any notice, signed by a
stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice required to be given to such
person. Neither the business nor the purpose of any meeting need be specified in
such a waiver. Attendance at any meeting shall constitute waiver of notice
except attendance for the sole purpose of objecting to the timeliness of notice.

                         ARTICLE VII. -- MISCELLANEOUS

          Section 1. Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

          Section 2. Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

          Section 3. Reliance upon Books, Reports and Records. Each director,
each member of any 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 books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably 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 4. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.

          Section 5. Time Periods. In applying any provision of these By-laws
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

                                      -16-


<PAGE>

be used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.

           ARTICLE VIII. -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

          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 an officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or trustee or in any other capacity
while serving as a director, officer or trustee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, 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; provided, however, that,
except as provided in Section 3 of this Article VIII 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.

          Section 2. Right to Advancement of Expenses. In addition to the right
to indemnification conferred in Section 1 of this Article VIII, an indemnitee
shall also have the right to be paid by the Corporation the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, 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,

                                      -17-


<PAGE>

without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter 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 (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 2 or otherwise.

          Section 3. Right of Indemnitee to Bring Suit. If a claim under Section
1 or 2 of this Article VIII is not paid in full by the Corporation within thirty
(30) days after a written claim has been received by the Corporation, 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 in part in any
such 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) in any suit
brought 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 any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its directors
who are not parties to such action, a committee of such 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 Delaware General Corporation Law, nor an actual
determination by the Corporation (including its directors who are not parties to
such action, a committee of such 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 the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the

                                      -18-


<PAGE>

burden of proving that the indemnitee is not entitled to be indemnified, or to
such advancement of expenses, under this Article VIII or otherwise shall be on
the Corporation.

          Section 4. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article VIII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Corporation's Certificate of Incorporation, By-laws,
agreement, vote of stockholders or directors or otherwise.

          Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise 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 Delaware General Corporation Law.

          Section 6. Indemnification of Employees and 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 with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

          Section 7. Expenses as a Witness. To the extent that any director,
officer, employee or agent of the Corporation is by reason of such position, or
a position with another entity at the request of the Corporation, a witness in
any action, suit or proceeding, he or she shall be indemnified against all
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.

          Section 8. Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Delaware law.

          Section 9. Nature of Rights. The rights conferred upon indemnitees in
this Article VIII shall be contract rights and such rights shall continue as to
an indemnitee who has ceased to be a director, officer or trustee and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.
Any amendment, alteration or repeal of this Article VIII that adversely affects
any right of an indemnitee or its successors shall be prospective only and shall

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not limit or eliminate any such right with respect to any proceeding involving
any occurrence or alleged occurrence of any action or omission to act that took
place prior to such amendment or repeal.

                           ARTICLE IX. -- AMENDMENTS

          In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized to adopt, amend and repeal these
By-Laws subject to the power of the holders of capital stock of the Corporation
to adopt, amend or repeal the By-Laws; provided, however, that, with respect to
the power of holders of capital stock to adopt, amend and repeal By-Laws of the
Corporation, notwithstanding any other provision of these By-Laws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law, these By-Laws or
any preferred stock, the affirmative vote of the holders of at least sixty six
and two thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares entitled to vote generally in the election of directors,
voting together as a single class, shall be required to adopt, amend or repeal
any provision of these By-Laws.

                  [Remainder of Page Intentionally Left Blank]

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                            CERTIFICATE OF SECRETARY

                                       OF

                        RED ROBIN GOURMET BURGERS, INC.,

                             a Delaware corporation

          I hereby certify that I am the duly elected and acting Secretary of
Red Robin Gourmet Burgers, Inc., a Delaware corporation, and that the foregoing
Amended and Restated Bylaws, comprising twenty (20) pages, constitute the
Amended and Restated Bylaws of said corporation as duly adopted by the Board of
Directors on July 15, 2002.

                                           /s/ James P. McCloskey
                                           _____________________________________
                                           James P. McCloskey, Secretary

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