LOUISVILLE, Ky. (April 15, 2004) - It's almost "post time" for the Kentucky Derby $5 Million Pay Day contest, Churchill Downs Incorporated's (Nasdaq: CHDN) ("CDI" or "Company") online competition that challenges fans to pick the exact order of finish for the 130th Kentucky Derby to be held on Saturday, May 1, 2004. The correct selections could earn the winner a $5 million pay day!

Players can now register at www.kentuckyderby.com, the official Web site of the Kentucky Derby, and make their selections at this site immediately following the Kentucky Derby Post Position draw on Wednesday, April 28, 2004, at approximately 7 p.m. (EDT). Contestants can make their selections up until 5:45 p.m. on Derby Day, May 1, at which time the contest will close, and no new entries will be accepted. The grand prize for picking the Derby 130 exact order of finish is $5 million.

New to this year's event is a consolation prize of $25,000, to be paid to the top entry - or split among the top tying entries - if no one picks the exact order of finish.

"In the first year of this international online promotion, we introduced the sport of horse racing to thousands of new fans, created a buzz around the contest, enhanced the Kentucky Derby brand, and greatly increased traffic to our Web site from individuals wanting to learn more about America's premier horse race," said Karl F. Schmitt Jr., president of the Churchill Downs Simulcast Network ("CDSN"), which developed and administered the contest. "This year, we added a consolation prize to raise the stakes and ensure we crown a winner."

The Kentucky Derby $5 Million Pay Day contest is open to residents, 18 years or older, of the United States, Canada (except Quebec) and United Kingdom. Contestants are limited to one entry per person, per e-mail address. A husband and wife, for example, 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 starters and to $50,000 if the field has fewer than 12 runners. The prize money will be paid as a 30-year annuity 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 130, 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 chart's Kentucky Derby 130 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 130th running of this celebrated event is schedule for May 1, 2004, 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, headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. The Company's racetracks in California, Florida, Illinois, Indiana and Kentucky host 114 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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