First Amendment to Employment Agreement as Amended


    FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

    AS
      AMENDED AND RESTATED AS OF DECEMBER 31, 2005

    


    This
      is
      the First Amendment (the “First Amendment”) dated July 18,2006, to the
      Employment Agreement, as amended and restated as of December 31, 2005 (the
      “Employment Agreement”), between Thomas H. Meeker (the “Executive”) and
      Churchill Downs Incorporated (the “Company”). 

    


    WHEREAS,
      the Board of Directors of the Company (the “Board”) has recruited a qualified
      individual to serve in the capacity of President and Chief Executive Officer
      of
      the Company and August 14, 2006 is the proposed date for the new President
      and
      Chief Executive Officer to assume his responsibilities; 

    


    WHEREAS,
      the Company and the Executive amended and restated the Employment Agreement
      as
      of December 31, 2005, to facilitate the transition process to a new President
      and Chief Executive Office of the Company; 

    


    WHEREAS,
      the Executive will submit to the Chairman of the Board the letter dated the
      date
      hereof and attached as Exhibit A, resigning as President and Chief Executive
      Officer of the Company and as a Class I director of the Board; 

    


    WHEREAS,
      the Executive will become a Director Emeritus as of the effective date of his
      resignation from the Board;

    


    WHEREAS,
      the Executive and the Company wish to amend the Employment Agreement to
      facilitate the transition process and to define the Executive’s responsibilities
      between August 14, 2006 and March 13, 2007 (the expiration date of the
      Employment Agreement and the date of the Executive’s retirement from the
      Company).

    


    NOW,
      THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

    


    1. Employment.
      Section
      1 of the Employment Agreement is amended by deleting the language in its
      entirety and substituting the following language in its place: 

    


    Employment.
      The
      Company hereby employs the Executive, and the Executive hereby accepts
      employment, in the capacity of management advisor. In this capacity, the
      Executive shall be available upon the reasonable request of the Company’s
      President and Chief Executive Officer or his designee for advice and assistance
      regarding strategic and industry related matters and such other matters as
      may
      be requested by the Company’s President and Chief Executive Officer or his
      designee. The Executive shall have no additional duties, responsibilities,
      or
      authorities. The Executive’s office shall be located at an off-site location
      selected by the Executive. The Executive shall be responsible for any costs
      of
      such office in excess of $1,200.00 per month (including, without limiting,
      costs
      incurred in the ordinary course, such as utilities and cleaning services).
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Change
      in the Executive’s Title, Responsibilities and Office.

    


    (a)
      The
      Executive expressly agrees that (w) the appointment of a new President and
      Chief
      Executive Officer of the Company, (x) the assignment to the Executive of
      different responsibilities, (y) the removal of certain responsibilities from
      the
      Executive and (z) the relocation of the Executive’s office as contemplated in
      Paragraph 1 of the Employment Agreement (as amended by Section 1 of this First
      Amendment) [(w), (x), (y) and (z) are collectively referred to as the “Modified
      Terms”] do not constitute a “Constructive Termination” under Paragraph 5.B(3) of
      the Employment Agreement. The Executive hereby expressly waives, the right
      to
      terminate his employment by virtue of the Company’s Constructive Termination of
      his employment under Paragraph 5.B(3) of the Employment Agreement. 

    


    (b)
      To
      effectuate the intent of Section 2(a) of this First Amendment, Paragraph 5.B(3)
      of the Employment Agreement is hereby amended as follows:

    


    
      	·  	
              Deleting
                the language in clause (i) in its entirety; and


            


    

    
      	·  	
              Renumbering
                clauses (ii) through (v) to read clauses (i) through
                (vi).

            


    

    


    (c)
      To
      effectuate the intent of Section 2(a) of this First Amendment, Paragraph 5.A
      of
      the Employment Agreement is hereby amended as follows:

    
      	·  	
              Deleting
                the language in clause (i) in its entirety;
                and

            


    

    
      	·  	
              Renumbering
                clause (ii) to clause (i).

            


    

    


    3. Consideration.
      In
      consideration for this First Amendment, the Company shall provide the following
      additional consideration to the Executive:

    


    (a)
      The
      Company shall lease such office space for a period of 24 months from August
      14,
      2006, through August 14, 2008, in an amount not to exceed $1,200.00 per
      month.

    


    (b)
      The
      Company hereby conveys ownership to the Executive of the Company’s furniture and
      equipment located in the Executive’s office at Churchill Downs Racetrack at 700
      Central Avenue, Louisville, Kentucky, and set forth on Exhibit B to this
      Agreement.

    


    (c)
      The
      Company shall provide the Executive and his wife, Carol Meeker, membership
      to
      Churchill Downs Racetrack’s Turf Club so long the Executive or his wife is
      alive.

    


    (d)
      The
      Company shall provide to the Executive and his wife, Carol Meeker, two VIP
      parking passes on the days of the running of the Kentucky Oaks and Kentucky
      Derby, every year so long as one or more is alive.

    


    
      
        
        

      

      
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    (e)
      During the remaining term of the Executive’s personal seat license agreement,
      the Executive or his wife, Carol Meeker, makes a request to exchange their
      personal seat license table on the fourth floor for a table located in the
      Aristides Room or the Stakes Room of Churchill Downs Racetrack, the Company,
      in
      good faith, will give consideration to such a request. Such a request must
      be
      made on an annual basis and can include a request relating to the running of
      the
      Kentucky Derby, the Kentucky Oaks, Breeders’ Cup Championship Day, or any other
      special events to which rights accrue under the personal seat license.


    


    4. Bonus
      for 2006 Performance.
      It is
      expressly understood that, in the event that the Board pays a bonus for 2006,
      the Executive shall be entitled to such a bonus without any pro-ration due
      to
      diminished responsibilities following August 14, 2006. Said bonus shall be
      calculated as provided in the Company’s Incentive Compensation Plan, in which
      the Executive is a participant, and subject to and payable in accordance with
      the provisions contained in such plan. However, the Executive shall not be
      entitled to a pro rata annual bonus for the period of service from January
      1,
      2007 to March 13, 2007. 

    


    5. Consideration
      of Restricted Stock Award.
      The
      Compensation Committee of the Board of Directors of the Company shall consider
      making a restricted stock award to the Executive in conjunction with any 2006
      restricted stock awards made to the Company’s executives under the Company’s
      2004 Restricted Stock Plan.

    


    6. Director
      Emeritus Status.
      Upon
      his resignation from the Board, the Board shall designate the Executive as
      a
      Director Emeritus of the Board. 

    


    7. Full
      Force and Effect.
      All
      other terms and conditions of the Employment Agreement remain unchanged and
      in
      full force and effect through the expiration or termination of the Employment
      Agreement in accordance with its terms. 

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day and year
      first above written.

    


    CHURCHILL
      DOWNS INCORPORATED                 “EXECUTIVE”

    


    


    


    


    By:___/s/William
      C. Carstanjen__________              ___/s/
      Thomas H. Meeker_____

    William
      C. Carstanjen                     Thomas
      H.
      Meeker

    Executive
      Vice President, General

    Counsel
      and Chief Development 

    Officer

    


    



    
      
        
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