Texas Roadhouse Inc

Appendix B

Exculpation Amendment

Proposed Revisions to Article VI of our Amended and Restated Certificate

No directoror officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director**; provided, however, that the foregoing shall not eliminate or limit the**** or officer (as applicable); except forliability of****:(a) as**** a director(a)or officer, for any breach of**thesuch** director’’s or officer’s duty of loyalty to the Corporation or its stockholders; (b)as a director or officer, for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c)as a director, under Section 174 of the General Corporation Law of the State of Delaware;or(d)as a director or officer, for any transaction from which the directorand/or officer (as applicable) derived an improper personal benefit**; or (e) as an officer, in any action by or in the right of the corporation**. If the General Corporation Law of the State of Delaware shall be amended to permit further elimination or limitation of the personal liability of directorsand/or officers (as applicable), then the liability of a directorand/or officer (as applicable) of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. Any repeal or modification of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a directorand/or officer (as applicable) of the Corporation existing at the time of, or increase the liability of any directorand/or officer (as applicable) of the Corporation with respect to any acts or**omission**omissions** occurring prior to, such repeal or modification.