LOUISVILLE, Ky. -- How would you like to win $5 million on America's premier horse race, the Kentucky Derby (Grade I), without even placing a bet? Churchill Downs Incorporated ("CDI") (Nasdaq: CHDN) has launched an innovative online contest that challenges players to pick the exact order of finish for the 129th Kentucky Derby on May 3, 2003, in exchange for a $5 million prize.

The Kentucky Derby $5 Million Pay Day is a free, Internet-based contest of skill available at Kentuckyderby.com, the official Web site of the Derby and its sister race, the Kentucky Oaks. The Derby, which offers the largest field in American horseracing - up to 20 horses - has always been a tough race to handicap. The Kentucky Derby $5 Million Pay Day adds a new and exciting twist to the nation's longest continuously held sporting event by asking players to pick not just the top few finishers - but the entire running line for the 2003 "Run for the Roses."

The Kentucky Derby $5 Million Pay Day contest is open to residents of the United States and Canada (except Quebec), as well as England, Wales, Scotland and Northern Ireland.

"Through this exclusive Kentuckyderby.com contest, we hope to introduce new fans to the sport of horseracing and extend and enhance the Kentucky Derby brand," said Karl F. Schmitt Jr., president of Churchill Downs Simulcast Network, which developed and will administer the contest. "While picking the exact order of finish for the Derby is no easy task, we're confident that a $5 million prize will encourage many to try. The Kentucky Derby $5 Million Pay Day is an attention-grabbing contest with a life-altering prize. It's a fantastic way to reach out to veteran horseplayers, casual race fans and to millions of people in the United States and abroad who haven't been exposed to our sport."

To enter the Kentucky Derby $5 Million Pay Day contest, simply visit www.kentuckyderby.com. Contestants can register immediately by visiting the official Derby Web site and filling out the required information fields. Contestants who register early can then return to the Web site and make their selections starting at 7 p.m. EDT on April 30, 2003, following the official Kentucky Derby Post Position Draw. Contestants can register and make their selections until 5:45 p.m. EDT on Derby Day - Saturday, May 3 - at which time the contest will close, and no new entries will be accepted.

To be eligible to win, contestants must be at least 18 years old. Contestants are limited to one entry per person, per e-mail address. (For example, a husband and wife 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 horses and to $50,000 if the field has fewer than 12 runners. The prize money will be paid as a 30-year annuity (approximately $178,000 per year before taxes) 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 129, 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 Kentucky Derby 129 official order of finish. In the event multiple horses do not finish the race, Equibase will determine the official running order. Equibase is the Thoroughbred industry's official database for racing information and statistics

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 129th running of this celebrated event is scheduled for May 3, 2003, 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 ("CDI"), headquartered in Louisville, Ky., owns and operates world-renowned horseracing venues throughout the United States. The Company's racetracks in California, Florida, Illinois, Indiana and Kentucky host 115 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.