Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 24, 2009, the Board of Directors (the "Board") of Churchill Downs Incorporated (the "Company") voted to approve amendments (the "Bylaw Amendments") to Article III, Section 2 of the Amended and Restated Bylaws of the Company, effective immediately, to remove the mandatory retirement age requirement set forth therein. The Company also adopted an amendment to its Corporate Governance Guidelines to include the mandatory retirement age requirement. Under the mandatory retirement age requirement, a person shall not be qualified for election as a Director unless he shall be less than seventy
(70) years of age on the date of election, unless the election of such person is required by contract. As set forth in the Corporate Governance Guidelines, the mandatory retirement age requirement is subject to waiver by the Company's Nominating and Governance Committee. This will allow the Board to retain the services of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations, and therefore, provide an increasing contribution to the Board as a whole. The Company's bylaws continue to provide that each Director shall become a Director Emeritus upon expiration of his current term following the date the Director is no longer qualified for election as a Director due to age pursuant to a mandatory retirement age requirement adopted by the Company.

A copy of the Amended and Restated Bylaws of the Company, including the Bylaw Amendments, is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Amended and Restated Bylaws of Churchill Downs Incorporated, effective September 24, 2009.

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