Win $5 Million By Picking Exact Order Of Finish For Kentucky Derby 129

LOUISVILLE, Ky. (May 1, 2003) - And they're off! It's time to make your selections for the Kentucky Derby $5 Million Pay Day, Churchill Downs Incorporated's ("CDI") (Nasdaq: CHDN) innovative, online contest that challenges players to pick the exact order of finish for the 129th Kentucky Derby on May 3, 2003. Players can register and make their selections at www.kentuckyderby.com, the official Web site of the Kentucky Derby. The grand prize for picking the Derby 129 exact order of finish is $5 million.

The free, Internet-based contest of skill activated April 30, 2003, following the official Kentucky Derby Post Position Draw. Contestants can make their selections at www.kentuckyderby.com, the official Web site of the Derby and its sister race, the Kentucky Oaks, until 5:45 p.m. EDT on Derby Day, May 3, at which time the contest will close, and no new entries will be accepted.

Results from the Kentucky Derby Post Position Draw, held at the Kentucky Derby Museum and televised live before a national audience by ESPN, can be found below. Morning-line odds were set by Churchill Downs oddsmaker Mike Battaglia.

Post Position	Horse	Morning-Line Odds	Jockey
1	Supah Blitz	50-1	Rosemary Homeister Jr.
2	Brancusi	30-1	Tony Farina
3	Sir Cherokee	15-1	Terry Thompson
4	Atswhatimtalknbout	12-1	David Flores
5	Peace Rules	8-1	Edgar Prado
6	Funny Cide	15-1	Jose Santos
7	Offlee Wild	30-1	Robby Albarado
8	Buddy Gil	8-1	Gary Stevens
9	Indian Express	12-1	Tyler Baze
10	Lone Star Sky	50-1	Shane Sellers
11	Domestic Dispute	30-1	Alex Solis
12	Empire Maker	6-5	Jerry Bailey
13	Eye of the Tiger	50-1	Eibar Coa
14	Ten Cents A Shine	50-1	Calvin Borel
15	Outta Here	50-1	Kent Desormeaux
16	Ten Most Wanted	6-1	Pat Day
17	Scrimshaw	15-1	Cornelio Velasquez

The Kentucky Derby, which offers the largest field in American horseracing - up to 20 horses - has always been a tough race to handicap. The Kentucky Derby $5 Million Pay Day adds a new and exciting twist to the nation's longest continuously held sporting event by asking players to pick not just the top few finishers - but the entire running line for the 2003 "Run for the Roses."

The Kentucky Derby $5 Million Pay Day contest is open to residents of the United States and Canada (except Quebec), as well as England, Wales, Scotland and Northern Ireland.

"Through this first-ever international promotion linked to America's race, the Kentucky Derby, we hope to introduce new fans to the sport of horseracing while enhancing the magic that is the 'Greatest Two Minutes in Sports,'" said Karl F. Schmitt Jr., president of Churchill Downs Simulcast Network, which developed and will administer the contest. "The Kentucky Derby $5 Million Pay Day is already generating a healthy buzz from veteran horseplayers and casual race fans alike. It's an excellent way to bring U.S. horseracing's marquee event to an even larger audience."

To be eligible to win, contestants must be at least 18 years old. Contestants are limited to one entry per person, per e-mail address. (For example, a husband and wife may both enter the contest but only if their entries come through separate e-mail addresses.) Contestants will be disqualified if they enter multiple times using one or more e-mail addresses.

The winning payoff will be $5 million if the Derby field consists of 15 or more horses. The winning payoff will drop to $1 million if the field has fewer than 15 horses and to $50,000 if the field has fewer than 12 runners. The prize money will be paid as a 30-year annuity (approximately $178,000 per year before taxes) and is subject to all applicable federal, state and local taxes. Multiple winners will split the prize. In the event a horse is removed or "scratched" from Derby 129, the scratched horse will be eliminated from contestants' entries, and the remaining horses will move up in order. Contestants will not be able to change entries once submitted.

Results of the contest will be based on the Equibase Kentucky Derby 129 official order of finish. In the event multiple horses do not finish the race, Equibase, the Thoroughbred industry's official database for racing information and statistics, will determine the official running order.

Owned and operated by CDI, the Kentucky Derby $5 Million Pay Day contest is free to enter and will be conducted entirely online at www.kentuckyderby.com. Employees of CDI, its operating units and affiliated organizations and their immediate family members are not eligible to enter the contest. A complete list of Kentucky Derby $5 Million Pay Day contest rules is available at www.kentuckyderby.com.

Kentuckyderby.com is the official Web site of the Kentucky Derby and is owned and operated by Churchill Downs Incorporated. As one of the world's premier sporting events and the first leg of horse racing's Visa Triple Crown Challenge, the Kentucky Derby traditionally takes place on the first Saturday in May. The 129th running of this celebrated event is scheduled for May 3, 2003, at Churchill Downs in Louisville, Ky. Approximately 150,000 people attend the Derby in person, with more than 20 million people tuning in via television and radio worldwide.

Churchill Downs Incorporated ("CDI"), headquartered in Louisville, Ky., owns and operates world-renowned horseracing venues throughout the United States. The Company's racetracks in California, Florida, Illinois, Indiana and Kentucky host 115 graded-stakes events and many of North America's most prestigious races, including the Kentucky Derby and Kentucky Oaks, Hollywood Gold Cup and Arlington Million. CDI racetracks have hosted nine Breeders' Cup World Thoroughbred Championships - more than any other North American racing company. CDI also owns off-track betting facilities and has interests in various television production, telecommunications and racing services companies that support CDI's network of simulcasting and racing operations. CDI trades on the Nasdaq National Market under the symbol CHDN and can be found on the Internet at www.churchilldownsincorporated.com.

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