THE CHURCHILL DOWNS INCORPORATED
                              AMENDED AND RESTATED
                           DEFERRED COMPENSATION PLAN
                           FOR EMPLOYEES AND DIRECTORS


























                                  April 1, 1999


                                       72
<PAGE>




                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE


        1.01 Title. This Plan shall be known as the Churchill Downs Incorporated
Amended and Restated  Deferred  Compensation  Plan for  Employees  and Directors
(hereinafter referred to as the "Plan").

        1.02 Purpose.  The purpose of the Plan is to permit  certain  members of
management or highly compensated employees and Directors of the Company to defer
income pre-tax without regard to the limits imposed by the Internal Revenue Code
on tax-qualified  savings and retirement plans. The Plan constitutes an unfunded
"top hat" arrangement under Title I of ERISA as well as for income tax purposes.

        1.03 Effective Date.  The  effective  date  of  this  Plan  shall  be 
April 1, 1999.


                                       73


<PAGE>



                                   ARTICLE II

                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT


        2.01 Annual Deferral  Amount.  "Annual  Deferral Amount" shall mean that
portion  of a  Participant's  income  to be  paid  during  a  Plan  Year  that a
Participant  elects to have and is  deferred  in a Plan Year.  In the event of a
Participant's  Termination  of  Service  prior to the end of a Plan  Year,  such
year's Annual  Deferral  Amount shall be the actual amount deferred and withheld
prior to such event.

        2.02 Beneficiary.  "Beneficiary" shall mean the person or persons or the
estate of a Participant  entitled to receive any benefits under this Plan in the
event of the Participant's death.

        2.03 Board.  "Board" shall mean the Board of Directors of the Company.

        2.04 Bookkeeping  Account Balance.  "Bookkeeping  Account Balance" shall
mean with respect to a Participant  the sum of (i) Deferred  Compensation,  plus
(ii) Company Contributions,  plus (iii) interest credited in accordance with all
the  applicable  interest  crediting  provisions  of this  Plan,  less  (iv) all
distributions.  This  account  shall be a  bookkeeping  entry  only and shall be
utilized solely as a device for the measurement and determination of the amounts
to be paid to a Participant pursuant to this Plan.

        2.05 Code.  "Code" shall mean the Internal  Revenue Code of 1986, as may
be amended from time to time.

        2.06 Committee. "Committee" means  the Compensation Committee  of  the
Board of Directors.

        2.07 Company.  "Company" shall mean Churchill Downs Incorporated and any
subsidiary  or  affiliated  companies  that adopt the Plan,  with the  Company's
approval.

        2.08 Company  Contribution. "Company  Contribution"  shall  mean  the
amounts credited to the Participant's Bookkeeping Account Balance under Section
4.02 of the Plan.

        2.09 Crediting Rate.  "Crediting  Rate" shall mean,  starting January 1,
1999 and for each month  thereafter,  an  interest  rate equal to the Prime Rate
listed  in the Money  Rates  section  of The Wall  Street  Journal  on the first
business day of the applicable month, plus 100 basis points.

        2.10 Deferred Compensation. "Deferred Compensation" shall mean the sum

                                       74

<PAGE>



of all of a Participant's Annual Deferral Amounts.

        2.11 Director. "Director shall mean a member of the Board of Directors
of the Company.

        2.12 Director Compensation. "Director Compensation" shall mean the
retainer and meeting fees paid by the Company to Directors.

        2.13 Disabled. "Disabled" shall mean for an Employee Total and Permanent
Disability under the terms of the Company's long-term  disability plan in effect
at the time of such determination of Disability.

        2.14 Election Date.  "Election Date" shall mean the date  established by
the  Committee  as the date before  which an Employee or Director  must submit a
valid Election Form to the Plan Administrator. The applicable Election Dates can
be no later  than the  following:  (a) 30 days  after  adoption  of the Plan for
Employees and Directors who are eligible to  participate at the time the Plan is
adopted,  (b) 30 days after a newly eligible Employee or Director is notified of
the right to  participate in the Plan, or (c) December 15 prior to an applicable
Plan Year if (a) or (b) above do not apply.

        2.15 Election Form. "Election Form" shall mean the form established from
time to time by the Committee that an Employee or Director completes,  signs and
returns to the Plan Administrator to make an election under the Plan.

        2.16 Employee.  "Employee" shall mean any member of management or highly
compensated employee who is eligible to participate in the Plan.

        2.17 Employee  Compensation.  "Compensation" shall have the same meaning
as provided in the Qualified Plan (without regard to any limitations  imposed by
the Code and without regard to any deferrals made under the terms of this Plan).

        2.18 Participant.  "Participant"  shall mean an Employee or Director who
has  Deferred  Compensation  pursuant  to the  terms  of this  Plan,  and  whose
Bookkeeping Account balance has not yet been fully distributed.

        2.19 Plan. "Plan" shall mean the Churchill Downs  Incorporated  Deferred
Compensation  Plan for Employees  and Directors as described in this  instrument
and as amended from time to time.

        2.20 Plan Administrator.  "Plan Administrator" shall mean the Vice 
President of Human Resources of the Company.

        2.21 Plan Year.  "Plan Year" shall mean a calendar year.

                                       75


<PAGE>



        2.22 Qualified  Plan.  "Qualified  Plan" shall mean the Churchill  Downs
Incorporated  Profit  Sharing  Plan as in effect at the date of the  adoption of
this Plan and as amended from time to time.

        2.23 Termination  of  Service.  "Termination  of  Service"  or  similar
expression  shall mean the  termination  of the  Participant's  employment as an
employee of the Company (and any division,  subsidiary or affiliate thereof) or,
if  applicable,  termination  of service as a Director.  A Disabled  Participant
shall be deemed to have terminated employment for purposes of this Plan.

        2.24 Unforeseeable   Financial  Emergency.   "Unforeseeable   Financial
Emergency"  shall  mean an  unanticipated  emergency  that is caused by an event
beyond the  control of the  Participant  that would  result in severe  financial
hardship to the Participant  resulting from (i) a sudden and unexpected  illness
or accident of the Participant or a dependent of the Participant, (ii) a loss of
the Participant's  property due to casualty,  or (iii) such other  extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant, all as determined in the sole discretion of the Committee.

        2.25 Valuation Date.  "Valuation  Date" shall   mean  the  last day of
each month.

        2.26 Gender and Number.  Wherever  the  context so  requires,  masculine
pronouns include the feminine and singular words shall include the plural.

        2.27 Titles.  Titles of the Articles of this Plan are included for ease
of  reference  only and are not to be used for the  purpose  of  construing  any
portion or provision of this Plan document.



                                       76

<PAGE>



                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION


        3.01 Eligibility.  The Committee shall determine in its sole discretion,
which  Employees  shall be eligible to  participate  in the Plan.  All Directors
shall be eligible for participation.

        3.02 Participation.  An Employee or Director, after having been selected
for  participation  by the Committee,  shall,  as a condition to  participation,
complete and return to the Plan  Administrator a duly executed  Election Form no
later  than  the  applicable  Election  Date.  A  Bookkeeping  Account  will  be
established for each Participant at the time an Election Form is received by the
Plan Administrator.



                                       77

<PAGE>



                                   ARTICLE IV

                      PARTICIPANT DEFERRALS OF COMPENSATION
                       AND COMPANY MATCHING CONTRIBUTIONS


        4.01 Employee  Compensation.  Each Employee who participates in the Plan
may have a percentage of Employee  Compensation  deferred in accordance with the
terms and conditions of this Plan. The percentage to be deferred each pay period
under this  section  shall be any whole  percentage  from 1% to 15% of  Employee
Compensation,  offset by amounts actually  deferred in the applicable pay period
to the Company's Qualified Plan.

        4.02 Company  Contribution.  With respect to amounts  contributed  under
Section 4.01,  the Company  shall add an amount equal to the excess,  if any, of
4.02(a) over 4.02(b) as follows:

        4.02(a)       The amount equal to the matching  contribution the Company
                      would   make  to  the   Qualified   Plan   based   on  the
                      Participant's  Compensation  for  such pay  period  if the
                      Participant  made a contribution  to the Qualified Plan in
                      the amount of (1) the  contributions  under  Section  4.01
                      above, plus (2) the actual  contributions to the Qualified
                      Plan for that pay period.

        4.02(b)       The  amount  equal  to  the  Company's   actual   matching
                      contribution to the Qualified Plan for such pay period.

        4.03 Employee Annual Incentive Awards. Each Employee who participates in
the  Plan  may  have  up to 100%  of his  annual  incentive  award  deferred  in
accordance with the terms and conditions of this Plan. There shall be no Company
Contribution with respect to the deferral of annual incentive awards.

        4.04 Director  Compensation.  Each Director who participates in the Plan
may have up to 100% of his Compensation  deferred under the terms and conditions
of this  plan.  There  shall be no  Company  Contributions  with  respect to the
deferral of Director Compensation.

        4.05 Vesting. A Participant shall be fully vested at all times in his or
her  Deferred   Compensation   plus   interest   thereon.   Vesting  in  Company
Contributions plus interest thereon shall occur at the same time and at the same
rate as vesting occurs for Company matching contributions to the Qualified Plan.

        4.06 Duration of Election Form.  A Participant's  Election  Form  shall
remain in

                                       78

<PAGE>



effect  until  modified  or  terminated  as  provided  in Section  4.07.  Future
deferrals will be terminated automatically for any Participant who is deemed (by
the Committee) to no longer be eligible for participation in the Plan.

        4.07 Election to Modify or Terminate Future Contributions. A Participant
who  desires  to modify or  terminate  the amount of future  Compensation  being
deferred  under the Plan must  notify  the Plan  Administrator  in writing on an
Election  Form  provided  by the Plan  Administrator.  Elections  to decrease or
terminate  deferrals of future  Compensation  shall become  effective as soon as
administratively   possible.   Elections   to  increase   deferrals   of  future
Compensation shall become effective on January 1 of the next Plan Year.

        4.08 Rollover  Contributions.  A Participant  may request a roll over to
the Plan  contributions  previously made by, or on behalf of, the Participant to
another  deferred  compensation  plan which  qualified as an unfunded  "top hat"
arrangement  under  Title I of ERISA as well as for  income  tax  purposes.  The
Compensation  Committee,  in its sole discretion,  may elect to accept such roll
over amounts from other deferred compensation plans.


                                       79

<PAGE>



                                    ARTICLE V

                       DEFERRAL ACCOUNT AND CREDITING RATE


        5.01 Bookkeeping Account.  Compensation  deferred by a Participant under
Sections  4.01,  4.03, and 4.04 herein and Company  Contributions  under Section
4.02 shall be credited to a Bookkeeping Account maintained for each Participant.
Distributions  pursuant  to  Articles  VI and VII shall be debited  against  the
Participant's Bookkeeping Account.

        5.02 Interest. Prior to any distribution of a Participant's  Bookkeeping
Account  Balance under Article VI herein,  an amount equal to the Crediting Rate
shall be credited and compounded monthly to a Participant's  Bookkeeping Account
Balance on each Valuation Date. For purposes of this paragraph,  a Participant's
Annual Deferral Amount and Company  Contributions will be treated as though they
were  made in two  installments:  (a) half at the  beginning  of the  applicable
month,  and (b)  half  at the end of the  applicable  month.  Subsequent  to the
commencement of installment  distributions under Article VI herein, the interest
credited to a  Participant's  Bookkeeping  Account Balance shall be equal to the
average  (mean)  crediting  rate  for the 12  months  immediately  prior  to the
Participant's first distribution hereunder.



                                       80

<PAGE>



                                   ARTICLE VI

                                  DISTRIBUTION


        6.01 Distribution of Bookkeeping  Account Balance.  Distribution of the
value of a Participant's  Bookkeeping  Account Balance shall be in a lump sum or
in 60 equal  monthly  installments  as specified on the  Participant's  Election
Form.  If a payment form is not specified on an Election  Form, a  Participant's
Bookkeeping Account Balance shall be distributed as a lump sum. The selection of
a lump  sum or  installment  payments  must be made on a  Participant's  initial
Election  Form and  cannot be  changed  for future  contributions  and  earnings
thereon.

        6.02 Form  of  Distribution.   All  distributions  of  a  Participant's
Bookkeeping Account shall be made in cash only.

        6.03 Timing of Distribution. Distributions shall commence, or be paid in
a lump sum if so elected, as soon as administratively feasible after the earlier
of the  date  indicated  on the  Participant's  Deferral  Election  Form  or the
Participant's Termination of Service.

        6.04 Death Prior to Distribution.  In the event of a Participant's death
prior to the commencement of any distribution of payments  hereunder,  an amount
equal to the  Participant's  Bookkeeping  Account  Balance  shall be paid to the
Participant's  Beneficiary in a lump sum within 90 days after the  Participant's
death.

        6.05 Death of a Participant  Subsequent to  Commencement  of Installment
Payments. In the event of the death of a Participant  subsequent to commencement
of installment payments hereunder but prior to completion of such payments,  the
installments  shall continue and shall be paid to the designated  Beneficiary as
if the Participant had survived.



                                       81

<PAGE>



                                   ARTICLE VII

                        UNFORESEEABLE FINANCIAL EMERGENCY


        7.01 Unforeseeable  Financial Emergency. At the request of a Participant
or  at  the  request  of  any  of  the  Participant's  Beneficiaries  after  the
Participant's  death,  the  Plan  Administrator  may,  in its  sole  discretion,
accelerate  and  pay all or part of the  value  of a  Participant's  Bookkeeping
Account  Balance  in the  event  of an  unforeseeable  Financial  Emergency.  An
accelerated  distribution  must be  limited  to only that  amount  necessary  to
relieve the financial emergency.




                                       82

<PAGE>



                                  ARTICLE VIII

                                   BENEFICIARY


        8.01 Beneficiary   Designation.   A  Participant   shall  designate  a
Beneficiary to receive  benefits under the Plan on the  Beneficiary  Designation
Form provided by the Plan Administrator.  If more than one Beneficiary is named,
the  share  and/or  precedence  of  each  Beneficiary  shall  be  indicated.   A
Participant  shall have the right to change the Beneficiary by submitting to the
Plan Administrator a new Beneficiary Designation Form.

        8.02 Proper  Beneficiary.  If the Plan Administrator has any doubt as to
the proper  Beneficiary to receive payments  hereunder,  the Plan  Administrator
shall  have the right to  withhold  such  payments  until the  matter is finally
adjudicated.  However, any payment made by the Plan Administrator, in good faith
and in  accordance  with this Plan,  shall fully  discharge the Company from all
further obligations with respect to that payment.

        8.03 Minor or Incompetent Beneficiary.  In making any payments to or for
the benefit of any minor or an incompetent Beneficiary,  the Plan Administrator,
in its sole and  absolute  discretion,  may  make a  distribution  to a legal or
natural  guardian or other relative of a minor or court  appointed  committee of
such  incompetent.  Alternatively,  it may make a payment to any adult with whom
the minor or incompetent  temporarily or permanently  resides.  The receipt by a
guardian,  committee,  relative or other person shall be a complete discharge to
the  Company.  Neither  the Company  nor the Plan  Administrator  shall have any
responsibility to see to the proper application of any payments so made.

        8.04 No Beneficiary  Designation.  If a Participant fails to designate a
Beneficiary   as  provided  in  Section  8.01  above,   or  if  all   designated
Beneficiaries  predecease the Participant or die prior to complete  distribution
of the Participant's  benefits,  then the Participant's  designated  Beneficiary
shall be deemed to be his or her surviving  spouse.  If the  Participant  has no
surviving  spouse,  the  benefits  remaining  under  the  Plan  to be  paid to a
Beneficiary  shall be payable to the executor or personal  representative of the
Participant's estate.




                                       83

<PAGE>



                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN


        9.01 Majority  Vote.  All  resolutions  or other  actions  taken by the
Committee  shall be by vote of a majority of those present at a meeting at which
a majority of the members are  present,  or in writing by all the members at the
time in office if they act without a meeting.

        9.02 Finality  of  Determination.  Subject to the Plan,  the  Committee
shall,  from  time to  time,  establish  rules,  forms  and  procedures  for the
administration of the Plan. Except as herein otherwise expressly  provided,  the
Committee shall have the exclusive right to interpret the Plan and to decide any
and all matters arising  thereunder or in connection with the  administration of
the  Plan,  and it  shall  endeavor  to act,  whether  by  general  rules  or by
particular  decisions,  so as not to  discriminate  in favor of or  against  any
person. The decisions,  actions and records of the Committee shall be conclusive
and binding  upon the  Company  and all  persons  having or claiming to have any
right or interest in or under the Plan,  and cannot be  overruled  by a court of
law unless arbitrary or capricious.

        9.03 Certificates  and Reports.  The members of the  Committee  and the
officers  and  directors  of the  Company  shall  be  entitled  to  rely  on all
certificates  and reports  made by any duly  appointed  accountants,  and on all
opinions given by any duly appointed  legal counsel,  which legal counsel may be
counsel for the Company.

        9.04 Indemnification  and Exculpation.  The Company shall indemnify and
hold  harmless  each current and former member of the Committee and each current
and former member of the Board in accordance with the bylaws of the Company.

        9.05 Expenses.  The expenses of administering the Plan shall be borne by
the Company.

        9.06 FICA and  Other  Taxes.  For  each  Plan  Year in which an  Annual
Deferral Amount is being withheld or a Company  Contribution becomes vested, the
Company shall ratably  withhold  from that portion of the  Participant's  salary
that is not being deferred, the Participant's share of FICA and other employment
taxes.




                                       84
<PAGE>



                                    ARTICLE X

                                CLAIMS PROCEDURE


        10.01 Written  Claim.  Benefits  shall be paid in  accordance  with the
provisions of this Plan. The Participant, or a designated recipient or any other
person  claiming  through  the  Participant  shall  make a written  request  for
benefits under this Plan. This written claim shall be mailed or delivered to the
Plan Administrator.  Such claim shall be reviewed by the Plan Administrator or a
delegate.

        10.02 Denied Claim. If the claim is denied, in full or in part, the Plan
Administrator  shall  provide a written  notice  within ninety (90) days setting
forth  the  specific  reasons  for  denial,  and  any  additional   material  or
information  necessary  to perfect  the claim,  and an  explanation  of why such
material  or  information  is  necessary,   and   appropriate   information  and
explanation of the steps to be taken if a review of the denial is desired.

        10.03 Review Procedure.  If the claim is denied and a review is desired,
the Participant (or Beneficiary)  shall notify the Plan Administrator in writing
within  sixty  (60) days  after  receipt of the  written  notice of  denial.  In
requesting a review,  the  Participant  or  Beneficiary  may request a review of
pertinent  documents with regard to the benefits  created under this  agreement,
may submit any written issues and comments, may request an extension of time for
such written  submission of issues and comments,  and may request that a hearing
be held, but the decision to hold a hearing shall be within the sole  discretion
of the Committee.

        10.04 Committee  Review.  The decision on the review of the denied claim
shall be rendered by the  Committee  within sixty (60) days after the receipt of
the request  for review (if no hearing is held) or within  sixty (60) days after
the hearing if one is held.  The  decision  shall be written and shall state the
specific reasons for the decision including  reference to specific provisions of
this Plan on which the decision is based.




                                       85

<PAGE>



                                   ARTICLE XI

                         NATURE OF COMPANY'S OBLIGATION


        11.01 Company's  Obligation.  The Company's  obligations under this Plan
shall be an unfunded  and  unsecured  promise to pay.  The Company  shall not be
obligated under any  circumstances to fund its financial  obligations under this
Plan.

        11.02 Creditor  Status.  Any assets which the Company may acquire or set
aside to help cover its financial liabilities are and must remain general assets
of the Company  subject to the claims of its creditors.  Neither the Company nor
this Plan gives a Participant or Beneficiary any beneficial  ownership  interest
in any asset of the Company.  All rights of ownership in any such assets are and
remain  in the  Company.  All  Plan  Participants  and  Beneficiaries  shall  be
unsecured general creditors of the Company.




                                       86

<PAGE>



                                   ARTICLE XII

                                  MISCELLANEOUS


        12.01  Written  Notice.  Any notice which shall be or may be given under
the Plan shall be in writing and shall be mailed by United States mail,  postage
prepaid. If notice is to be given to the Company, such notice shall be addressed
to the Plan  Administrator at Churchill Downs  Incorporated.  If notice is to be
given to the Participant,  such notice shall be sent to the  Participant's  last
known address.

        12.02 Change of Address.  Any party may,  from time to time,  change the
address to which  notices shall be mailed by giving  written  notice of such new
address.

        12.03 Merger,  Consolidation  or Acquisition.  The Plan shall be binding
upon the Company,  its  assigns,  and any  successor to the Company  which shall
succeed  to  substantially  all of  its  assets  and  business  through  merger,
acquisition or consolidation,  and upon a Participant,  a Beneficiary,  assigns,
heirs, executors and administrators.

        12.04  Amendment  and  Termination.  The  Company  retains  the sole and
unilateral right to terminate,  amend, modify, or supplement this Plan, in whole
or part, at any time.  However,  no Company action under this right shall reduce
the  Bookkeeping  Account  Balance of any  Participant or Beneficiary not yet in
payment status or reduce benefits that are in payment status.

        12.05  Employment.  This Plan does not provide a contract of  employment
between the Company and the Participant.

        12.06  Non-transferability.  Except  insofar as prohibited by applicable
law, no sale, transfer,  alienation,  assignment,  pledge,  collateralization or
attachment  of any benefits  under this Plan shall be valid or recognized by the
Company.  Neither the Participant,  spouse, or designated Beneficiary shall have
any power to hypothecate,  mortgage,  commute,  modify, or otherwise encumber in
advance of any of the benefits payable hereunder, nor shall any of said benefits
be  subject  to  seizure  for  the  payment  of any  debts,  judgments,  alimony
maintenance,  owed by the  Participant or  Beneficiary,  or be  transferable  by
operation of law in the event of bankruptcy, insolvency, or otherwise.

        12.07 Legal Fees. All reasonable  legal fees incurred by any Participant
(or former  Participant or  Beneficiary)  to  successfully  enforce valid rights
under this Plan shall be paid by the  Company in addition to sums due under this
Plan.

        12.08  Tax Withholding.  The Company may withhold from a payment any


                                       87

<PAGE>


federal,  state,  or local taxes  required by law to be withheld with respect to
such payment and such sum as the Company may reasonably estimate as necessary to
cover any taxes for which the  Company  may be liable and which may be  assessed
with regard to such payment.

        12.09  Acceleration  of  Payment.  The  Company  reserves  the  right to
accelerate  the  payment  of any  benefits  payable  under this Plan at any time
without the consent of the Participant,  the Participant's estate, a Beneficiary
or any other person claiming through the Participant.

        12.10  Applicable Law.  This Plan shall be governed by the laws of the
Commonwealth of Kentucky.

        IN WITNESS  WHEREOF,  the  Company  has  caused  this  instrument  to be
executed   by  its   duly   authorized   officer   on  this   ________   day  of
_________________,  1999,  effective  as of the 1st  day of  __________________,
1999.


CHURCHILL DOWNS INCORPORATED


By:/s/Thomas H. Meeker
---------------------------------------
Thomas H. Meeker
President and Chief Executive Officer



ATTEST:


By:_____________________________________



[SEAL]


                                       88
<PAGE>