CHURCHILL DOWNS INCORPORATED
                              AMENDED AND RESTATED
                            SUPPLEMENTAL BENEFIT PLAN

        This Amended and  Restated  Supplemental  Benefit  Plan  replaces in its
entirety,  as of April 1, 1999, the Churchill  Downs  Supplemental  Benefit Plan
dated as of December, 1998.

        Churchill Downs Incorporated  ("Churchill  Downs") desires to retain the
services of and provide  rewards and  incentives to members of a select group of
management employees who contribute to the success of the Corporation.

        In order to achieve  this  objective,  Churchill  Downs has  adopted the
following  Supplemental Benefit Plan to provide supplemental death,  disability,
and retirement benefits for those select management employees who become Members
of the Plan.

                                    ARTICLE 1

                            TITLE AND EFFECTIVE DATE

        1.1 This Plan Shall be known as the Churchill Downs Supplemental Benefit
Plan (hereinafter referred to as the "Plan").

        1.2 The Effective Date of this Plan shall be December 1, 1998.

                                    ARTICLE 2

                                   DEFINITIONS

        As used herein,  the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the context:

        2.1 The term "Average Monthly  Earnings" shall mean the Member's highest
monthly base salary  (regardless of whether paid in that month or deferred under
the terms of a  deferred  compensation  plan)  determined  at any time  prior to
death, disability, or retirement,  plus 1/12th of the Member's highest incentive
compensation award earned in any year prior to death, disability,  or retirement
pursuant to the Churchill  Downs  Incorporated  Incentive  Compensation  Plan or
similar  plan  maintained  by the  Employer.  It shall not include  compensation
earned  pursuant  to any stock  option  plan or any other  form of  compensation
earned by the Member.

        2.2 The term "Board of  Directors"  shall mean the Board of Directors of
the Employer.

        2.3 The term "Committee" shall mean the Compensation  Committee or other
Committee appointed by the Board of Directors to administer the plan.


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        2.4 The term "Death  Benefit"  shall mean the benefit paid to a Member's
Surviving Spouse as provided in Article 6.

        2.5 The term  "Disability  Benefit"  shall  mean the  benefit  paid to a
Disabled Member as provided in Article 5.

        2.6 The term "Disabled  Member" shall mean any Member who is Totally and
Permanently Disabled. If a Member fails to qualify for disability benefits under
the  Employer's  Long Term  Disability  Plan, the Board of Directors may, in its
sole discretion, pay a Disability Benefit to a Member.

        2.7 The term  "Effective  Date"  shall  mean  the date the Plan  becomes
effective through the terms of a resolution adopted by the Board of Directors.

        2.8 The term "Employer"  shall mean Churchill  Downs, its successors and
assigns, any subsidiary or affiliated  organizations  authorized by the Board of
Directors of Churchill  Downs to  participate in this Plan with respect to their
Members, and subject to the provisions of Article 9, any organization into which
the Employer may be merged or consolidated or to which all or substantially  all
of its assets may be transferred.

        2.9 The term  "Member"  shall mean an  employee  who is part of a select
group of management or highly  compensated  personnel and has become a Member as
provided in Article 3 hereof.

        2.10 The term "Monthly  Retirement  Income" shall mean a monthly  income
due a Retired Member under the terms of this Plan which shall commence as of his
Retirement Date and continue for the period provided herein.

        2.11 The term "Plan" shall mean the Churchill Downs Supplemental Benefit
Plan.

        2.12 The term "Plan Agreement" shall mean the written  agreement entered
into by a Member and the Employer  evidencing the Member's  participation in the
Plan.

        2.13 The term "Primary Social Security" shall mean the estimated Primary
Insurance  Amount  (payable  monthly)  available to a Member at the later of the
Member's  Retirement  Date or attainment of age 62 under the Social Security Act
in effect  at the  Member's  Retirement  Date.  The fact that a Member  does not
receive such amount shall be disregarded in computing Monthly  Retirement Income
benefits herein.

        2.14 The term  "Qualified  Plan" shall mean the Churchill  Downs Pension
Plan.


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        2.15 The term "Retired Member" shall mean any member of the Plan who has
qualified  for  retirement  and has  retired,  and who is  eligible to receive a
Monthly Retirement Income by direction of the Committee.

        2.16 The term  "Retirement  Date"  shall mean the first day of the month
coinciding with or immediately  following the Member's termination of employment
on or after attainment of age fifty-five (55).

        2.17 The term  "Surviving  Spouse" shall mean the person legally married
to a Member at the time of the death of the Member.

        2.18  The  term  "Total  and  Permanent   Disability"  or  "Totally  and
Permanently  Disabled" shall mean eligibility for disability  benefits under the
terms of the  Employer's  Long  Term  Disability  plan in effect at the time the
Member becomes disabled.

        2.19 For purposes of converting  the amounts  described in Sections 4.1D
and 5.1C to an annuity, such conversion shall be computed using an interest rate
assumption  equal to the yield of a U.S.  Treasury Bond with a term equal to the
Member's life  expectancy  (rounded to the nearest  whole year),  such yield and
life  expectancy  to be  determined  as of the last day of the calendar  quarter
preceding  the  Member's  Retirement  Date or, in the event the  Member  becomes
Totally and  Permanently  Disabled  prior to the attainment of age 55, as of the
last day of the calendar  quarter  preceding the date the Member attains age 55.
For purposes of determining the Member's life  expectancy,  the GAM 94 mortality
table shall be used.

                                    ARTICLE 3

                             MEMBERSHIP IN THE PLAN

        3.1  Eligibility  for membership in this Plan shall be determined by the
Committee in its sole  discretion,  on an individual  basis.  However,  a Member
whose  benefits  under the Plan have  commenced  to be paid shall not be removed
from  membership  in the Plan unless the Member is convicted of a felonious  act
against the Employer.

        3.2 If a Member is removed  from the Plan under  Section 3.1, all future
benefits payable under this Plan to the Member shall cease.

        3.3 The payment of benefits to the Member under this Plan is conditioned
upon the continuous  employment of the Member by the Employer (including periods
of disability  and  authorized  leaves of absence) from the date of the Member's
participation  in the Plan until the  Member's  Retirement  Date or  Disability,
whichever first occurs.



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                                    ARTICLE 4

                      MONTHLY RETIREMENT INCOME AND BENEFIT

        4.1  The  amount  of a  Member's  Monthly  Retirement  Income  shall  be
forty-five  percent  (45%) of his  Average  Monthly  Earnings  increased  by one
percent for each twelve  month  period that the Member  remains  employed by the
Employer  following  attainment  of age 55 with the maximum  Monthly  Retirement
Income not to exceed  fifty-five  percent (55%) of his Average Monthly Earnings,
reduced as set forth in Sections 4.1A, 4.1B, 41.C and 4.1D.

                  A. One hundred  percent (100%) of the Member's  Primary Social
                  Security  benefit  under the Social  Security law in effect on
                  his Retirement  Date,  such amount not being applied to reduce
                  the amount set forth in Section 4.01 hereof until the later of
                  the Member's  Retirement  Date or attainment of age 62. If the
                  Member's  Retirement Date occurs on or after the attainment of
                  age 59, the reduction shall be 50% rather than 100%.

                  B. One hundred  percent (100%) of the Member's  monthly income
                  calculated in the form of a 50% Joint & Survivor annuity under
                  the Qualified  Plan formerly  maintained by the Employer as of
                  his  Retirement  Date,  the  specific  amount of which is more
                  specifically set out in the Member's Plan Agreement.

                  C. One hundred  percent  (100%) of the Monthly  Income  Option
                  calculated  as a 50% Joint &  Survivor  annuity  from the cash
                  surrender value of all life insurance policies (if applicable)
                  listed on Schedule A attached to the Member's Plan  Agreement.
                  Such  Monthly  Income shall be  determined  as of the Member's
                  Retirement Date. If the Member's  Retirement Date occurs on or
                  after  the  attainment  of age 59,  this  reduction  shall  be
                  eliminated.

                  D. One hundred  percent  (100%) of the Employer  contributions
                  and any Member  contributions  up to a maximum of two thousand
                  ($2,000)  per  year   allocated  to  his  accounts  under  the
                  Churchill Downs Incorporated  Profit Sharing Plan,  calculated
                  in the form of a 50% Joint & Survivor  annuity  payable on his
                  Retirement Date. If the Member's  Retirement Date occurs on or
                  after the  attainment  of age 59,  the  reduction  for  Member
                  contributions shall be eliminated.

        4.2 The basic form of Monthly  Retirement  Income (to which the  formula
indicated in Section 4.1 applies)  shall be a monthly  income  commencing on the
Member's  Retirement  Date and continuing for his life, with 50% of said benefit
being  paid  for the life of a  Surviving  Spouse.  This  benefit  shall  not be
actuarially reduced unless the Member's Retirement Date occurs prior to age 57.

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        4.3 A Member is entitled to receive a Monthly  Retirement  Income  under
the Plan only by remaining in the employ of the  Employer  until age  fifty-five
(55).

        4.4 A Member may elect for the  Member  and/or  the  Member's  Surviving
Spouse to continue to participate in the Employer's  group health insurance plan
following  Retirement or  Disability.  In the case of death under Article 6, the
Member's  Surviving  Spouse may make such an election.  The Member,  or Member's
Surviving  Spouse,  in the case of the Member's death,  shall be responsible for
all expenses (including applicable premiums) associated with such election

                                    ARTICLE 5

                               DISABILITY BENEFITS

        5.1 If a Member is  determined  to be  Disabled  while  employed  by the
Employer  prior to his attainment of age  fifty-five  (55), the Disabled  Member
shall be entitled to receive a Monthly Retirement Income benefit,  commencing on
the  first  day of the  month  coincident  with  or  immediately  following  the
attainment of age  fifty-five  (55),  equal to  forty-five  percent (45%) of the
Member's Average Monthly Earnings reduced by Sections 5.1A, 5.1B, and 5.1C.

                  A.  One  hundred  percent  (100%)  of his  monthly  Long  Term
                  Disability  benefit  or,  in the  event  there is no Long Term
                  Disability benefit,  one hundred percent (100%) of the Primary
                  Social  Security  Disability  benefit payable to the Member at
                  age sixty-five (65) under the Social Security law in effect at
                  that time.  This offset shall occur without  regard to whether
                  the Member actually receives said benefits.

                  B. One hundred percent (100%) of his monthly income calculated
                  in the  form  of a 50%  Joint &  Survivor  annuity  under  the
                  Qualified Plan as of the date Disability Benefits commence.

                  C. One hundred  percent  (100%) of the Employer  contributions
                  allocated  to  his  account(s)   under  the  Churchill   Downs
                  Incorporated Profit Sharing Plan,  calculated in the form of a
                  50% Joint & Survivor  annuity  payable on the date  Disability
                  Benefits commence.


        5.2 If a Member  becomes  Disabled  on or after  attaining  age 55,  the
        Member  shall be treated as having  elected  Retirement  at the time the
        Disability is determined.






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                                    ARTICLE 6

                                 DEATH BENEFITS

        6.1 If a Member dies after attaining age 55 but prior to Retirement, the
Member's  Surviving  Spouse  shall be entitled to a benefit as if the Member had
elected to retire on the day before the Member's death.

        6.2 The  Surviving  Spouse of a Retired  Member  shall be  entitled to a
benefit under the terms of 4.2 herein.

                                    ARTICLE 7

                               PLAN ADMINISTRATION

        7.1 The Board of Directors  shall appoint a committee to administer  the
Plan and keep records of individual Member benefits.

        7.2 The  Committee  shall have the  authority to interpret  the Plan, to
adopt and review rules relating to the Plan and to make any other determinations
for the administration of the Plan.

        Subject to the terms of the Plan,  the  Committee  shall have  exclusive
jurisdiction  (i) to select the  Members  eligible  to become  Members,  (ii) to
determine  the  eligibility  for,  and form and method of any benefit  payments,
(iii) to establish  the timing of benefit  distributions,  (iv) to settle claims
according  to the  provisions  in  Article  8, and (v) to  remove  Members  from
participation in the Plan.

        7.3 The Committee may employ such counsel,  accountants,  actuaries, and
other agents as it shall deem advisable. The Employer shall pay the compensation
of such counsel, accountants, actuaries, and other agents and any other expenses
incurred by the Committee in the administration of the Plan.

                                    ARTICLE 8

                                CLAIMS PROCEDURE

        8.1 The Treasurer of the Employer shall  administer the claims procedure
under this Plan.
                  A. The  business  address  and  telephone  number  of  the 
                     Treasurer of the
                     Employer is:

                                 Vicki L. Baumgardner
                                 700 Central Avenue
                                 Louisville, Kentucky 40208
                                 (502) 636-4400

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                  B. The Employer shall have the right to change the address and
                  telephone number of the Treasurer. The Employer shall give the
                  Member written  notice of any change of the Treasurer,  or any
                  change in the address and telephone number of the Treasurer.

        8.2 Benefits  shall be paid in  accordance  with the  provisions of this
Plan.  The  Member  (hereinafter  referred  to as the  "Claimant")  shall make a
written  request for the benefits  provided under this Plan.  This written claim
shall be mailed or delivered to the Treasurer.

        8.3 If the claim is denied,  either wholly or  partially,  notice of the
decision shall be mailed to the Claimant within a reasonable  time period.  This
time period shall not exceed more than 90 days after the receipt of the claim by
the Treasurer.

        8.4 The Treasurer  shall provide such written  notice to every  Claimant
who is denied a claim for benefits  under this Plan.  The notice shall set forth
the following information:

                  A. the specific reasons for the denial;

                  B. the  specific  reference  to  pertinent  plan provisions on
                     which the denial is based;

                  C. a description  of any  additional  material or  information
                     necessary  for the  Claimant to  perfect the  claim and an
                     explanation  of  why  such  material  or  information  is 
                     necessary; and

                  D. appropriate  information  and  explanation  of the  claims
                     procedure under this Plan to permit the Claimant to submit 
                     his claim for review.

        8.5 The  claims  procedure  under the Plan  shall  allow the  Claimant a
reasonable  opportunity  to  appeal  a denied  claim  and to get a full and fair
review of that decision from the Board.

                  A.  The  Claimant  shall  exercise  his  right  of  appeal  by
                  submitting a written request for review of the denied claim to
                  the  Treasurer.  This  written  request  for  review  must  be
                  submitted  to the  Treasurer  within  sixty  (60)  days  after
                  receipt of by the Claimant of the written notice of denial.

                  B. The  Claimant  shall have the  following  rights under this
appeal procedure:

                  (1) to request a review by the Committee upon written
                      application to the Treasurer;


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                  (2) to review pertinent documents with regard to the employee
                      benefit plan created under this Plan;

                  (3) the right to submit issues and comments in writing;

                  (4) to  request  an  extension  of  time  to  make a  written
                      submission of issues and comments; and

                  (5) to  request   that  a  hearing  be  held  to  consider
                      Claimant's appeal.

        8.6 The  decision on the review of the denied  claim  shall  promptly be
provided by the Committee:

                  A. within  forty-five  (45)  days  after  the  receipt  of the
                     request for review if no hearing is held; or

                  B.  within  ninety  (90) days after the receipt of the request
                      for review, if an  extension of time is necessary in order
                      to hold a hearing.

                          (1) If an  extension  of time is necessary in order to
                              hold  a  hearing,  the  Committee  shall  give the
                              Claimant  written  notice  of  the  extension  of 
                              time and of the  hearing.  This  notice  shall  be
                              given  prior to any extension.

                          (2) The written  notice of  extension  shall  indicate
                              that  an  extension of  time  will occur to hold a
                              hearing  on  Claimant's  appeal.  The notice shall
                              also specify  the  place,  date,  and time of that
                              hearing  and  the  Claimant's  opportunity  to
                              participate in the hearing. It  may  also  include
                              any  other   information   the Committee  believes
                              may  be  important  or  useful to the Claimant in 
                              connection with the appeal.

        8.7 The decision to hold a hearing to consider the Claimant's  appeal of
the denied claim shall be within the sole  discretion of the Committee,  whether
or not the Claimant requests such a hearing.

        8.8 The  Committee's  decision  on review  shall be made in writing  and
provided  to the  Claimant  within the  specified  time  periods.  This  written
decision on review shall contain the following information:

                  A.  the decision(s);

                  B.  the reasons for the decision(s); and


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                  C.  specific  reference to the Plan provisions of the Plan on 
                      which the decision(s) is/are based.

        All of this  information  shall be written in a manner  calculated to be
understood by the claimant.

                                    ARTICLE 9

                                  MISCELLANEOUS

        9.1 Nothing contained in this Plan shall be deemed to give any Member or
Employee the right to be retained in the service of the Employer or to interfere
with the right of the Employer to  discharge  any Member or Employee at any time
regardless of the effect which such discharge shall have upon him as a Member of
the Plan.

        9.2 Nothing  contained in this Plan and no action taken  pursuant to the
provisions  of this Plan shall  create or be  construed to create a trust of any
kind or a fiduciary relationship between the Employer and the Member, his spouse
or any other  person.  Any funds which may be invested by the Employer to insure
itself  against any and all financial  losses which the Employer may incur under
the  provisions of this Plan shall continue for all purposes to be a part of the
general funds of the Employer, and no person other than the Employer,  shall, by
virtue of the provisions of this Plan,  have any interest in such funds.  To the
extent that any person  acquires a right to receive  payment  from the  Employer
under this Plan,  such right  shall be no greater  than the right of any general
unsecured creditor of the Employer.

        9.3 This Plan does not involve a reduction  in salary for the Members or
a foregoing of an increase in future salary by the Member.

        9.4 A retired Member shall not be considered an Employee for any purpose
under the law.

        9.5 Except insofar as this provision may be contrary to applicable  law,
no  sale,  transfer,  alienation,  assignment,  pledge,  collateralization,   or
attachment  of any benefits  under this Plan shall be valid or recognized by the
Committee.

        9.6 The  Employer  reserves the right at any time and from time to time,
by action of its Board of Directors to terminate,  modify or amend,  in whole or
in part, any or all of the provisions of the Plan,  including  specifically  the
right to make any such amendments effective retroactively; provided that no such
action  shall  reduce the  benefits  of any  Disabled  or Retired  Member who is
receiving  a  Monthly   Retirement  Income  at  the  time  of  the  termination,
modification or amendment.


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        9.7 The Employer  shall not merge into,  be acquired by, or  consolidate
with any other Employer  unless and until such other  Employer  agrees to assume
all rights and obligations set forth in this Plan.

        9.8 This Plan shall be  binding  upon and inure to the  benefits  of the
Employer,   its   successors   and   assigns  and  each  Member  and  his  legal
representatives.

        9.9 This Plan shall be  governed by the laws of  Kentucky.  This Plan is
solely between the Employer and the Member.  The Member shall only have recourse
against the Employer for enforcement of the Plan.

        9.10 Any words herein used in the masculine  shall be read and construed
in the feminine  where they would so apply.  Words in the singular shall be read
and  construed  as though  used in the  plural in all cases  where they would so
apply.

































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                                   CERTIFICATE

        I, Rebecca C. Reed, Secretary to Churchill Downs Incorporated, do hereby
certify that the foregoing  Amended and Restated  Churchill  Downs  Supplemental
Benefit Plan sets forth in its entirety and replaces,  as of April 1, 1999,  the
Churchill Downs Supplemental Benefit Plan dated as of December 1, 1998.

                                                   /s/ Rebecca C. Reed
                                                   ---------------------------
                                                   Rebecca C. Reed



































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