EXHIBIT
10(b)


AMENDMENT TO


CHURCHILL DOWNS INCORPORATED


2005
DEFERRED COMPENSATION PLAN


ADOPTED
JUNE 28, 2007


This AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED
COMPENSATION PLAN (“Plan”) is made this 28th day of June, 2007.


WHEREAS, Section 4.11 of the Plan permits directors of Churchill Downs
Incorporated (the “Corporation”) who are participants under the Plan to elect
to have all or part of the fees paid to him or her by the Corporation for
services performed as a board member deferred on or after January 1, 2005,
notionally invested in shares of the Corporation’s common stock; and


WHEREAS, the Board of Directors of the Corporation adopted a resolution
approving and recommending to he Corporation’s shareholders for their approval
an amendment to increase the number of shares of the Corporation’s common stock
reserved for issuance in connection with deferrals under the Plan by director
participants from 5,000 shares to 50,000 shares; and


WHEREAS, the shareholders of the Corporation approved such amendment on
June 28, 2007 at the Corporation’s 2007 Annual Meeting of Shareholders;


NOW, THEREFORE, Section 4.11 the Plan is hereby amended effective the
date hereof to read in its entirety as follows:


4.11         Director’s Right to
Direct Investment in Company Stock.  Notwithstanding any
provisions of this Section 4 to the contrary, each Director who is a
Participant under the Plan may elect to have all or part of his or her Director
Fees deferred on or after January 1, 2005, notionally invested in shares of
the Company’s Common Stock. An investment election by a Director under this
Section 4.11 shall be subject to the rules established by the Committee
pursuant to this Section 4 except as modified by the following special
rules. Directors shall not have any voting rights or other rights attributable
to stock ownership. An Employee who is not a Director is not eligible to make a
Stock Election. Any amounts allocated to an In-Service Account shall not be
eligible for a Stock Election. A Stock Election shall be irrevocable with
respect to amounts that have been notionally invested. However, a Director may,
at any time, revoke his or her Stock Election with respect to Director Fees
earned and payable after the date the revocation is delivered to the Committee
in accordance with procedures established by the Committee. The Committee shall
establish a Stock Account in the name of each Director who makes a Stock
Election, and such sub-account shall be included in the Participant’s
Distribution Account and shall be administered in accordance with procedures
established by the Committee. As soon as administratively practicable following
each dividend payment date, a Director’s Stock Account shall be credited with
additional notional Common Stock as if the cash dividend were reinvested in
Common Stock. In the event of 











any stock dividend, stock
split, combination or exchange of securities, merger, consolidation,
recapitalization, spin-off or other distribution (other than normal cash
dividends) of any or all of the assets of the Company to shareholders, or any
other similar change or event effected without receipt of consideration, such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change or event shall be made with respect to the
Common Stock credited to a Director’s Stock Account as of the applicable date.
Subject to the adjustments set forth in the preceding sentence, the number of
shares of Common Stock subject to notional investment under this Plan shall not
exceed fifty thousand (50,000) shares. When the maximum number of shares
of Common Stock subject to notional investment has been reached, no further
Stock Election shall be effective.


IN WITNESS WHEREOF, this Amendment has been executed as of the 28th day of
June, 2007.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  CHURCHILL DOWNS INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert L. Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer