Churchill Downs, Inc. Watch

from 8-K 8 pages Material contract

from 10-Q 273 pages Material contract

from 8-K 32 pages Incremental Joinder Agreement No. 2

from 10-K 17 pages Material contract

from 10-K 17 pages Material contract

from 10-K 10 pages Material contract

from 10-K 2 pages 1 Sixth Amendment to the Churchill Downs Incorporated 2005 Deferred Compensation Plan (As Amended as of December 1, 2008) Whereas, Churchill Downs Incorporated (The “Company”) Maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan, as Amended as of December 1, 2008 (The “Plan”) for the Benefit of Its Eligible Employees; and Whereas, Effective December 15, 2022, the Company Deems It Necessary and Desirable to Amend the Plan to Change the Optional Forms of Benefit Distribution Available to Non- Employee Directors to Include Annual Installment Payments Over a Period Not to Exceed Ten (10) Years; and Whereas, This Sixth Amendment Shall Supersede the Provisions of the Plan to the Extent Those Provisions Are Inconsistent With the Provisions of the Amendment; Now, Therefore, by Virtue and in Exercise of the Powers Reserved to the Company Under Section 9.1 Amendment or Termination of the Plan, the Plan Is Hereby Amended in the Following Respects, Effective December 15, 2022: • Section 5.3 Is Hereby Amended to Revise the Penultimate Sentence Thereto to Read as Follows: Notwithstanding the Preceding to the Contrary, Effective With Respect to Distribution Elections Made on and After December 15, 2022, Including Distribution Elections Made Pursuant to Section 5.1 and 5.2 With Respect to Class Year Accounts, a Participant Who Is a Non-Employee Director Shall Be Permitted to Elect Only That Benefits Be Paid in the Form of Either (A) a Single Lump Sum Payment or (B) Equal Annual Installments Over a Period Not to Exceed Ten (10) Years. in Witness Whereof, the Company Has Caused This Sixth Amendment to the Plan to Be Executed by Its Duly Authorized Representative This 15th Day of December, 2022. Churchill Downs Incorporated By: /S/ M Katherine Armstrong Its: Svp, Human Resources 4883-3099-5267.1 / 067818-1001

from 10-K 2 pages 1 Fifth Amendment to the Churchill Downs Incorporated 2005 Deferred Compensation Plan (As Amended as of December 1, 2008) Whereas, Churchill Downs Incorporated (The “Company”) Maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan, as Amended as of December 1, 2008 (The “Plan”) for the Benefit of Its Eligible Employees; Whereas, Effective June 24, 2021, the Company Deems It Necessary and Desirable to Amend the Plan to Increase the Cash Out Limit Under the Plan; and Whereas, This Fifth Amendment Shall Supersede the Provisions of the Plan to the Extent Those Provisions Are Inconsistent With the Provisions of This Amendment. Now, Therefore, by Virtue and in Exercise of the Powers Reserved to the Company Under Section 9.1 Amendment or Termination of the Plan, the Plan Is Hereby Amended in the Following Respect, Effective June 24, 2021: • Section 5.9[d] Is Hereby Amended in Its Entirety to Read as Follows: [D] Upon the Participant’s Separation From Service With the Employer and Notwithstanding a Participant’s Election to the Contrary, to Make a Lump Sum Cash Out by December 31 of the Year of Separation From Service, or Within 2 ½ Months Thereafter at the Employer’s Sole Discretion, of the Remainder of the Participant’s Account, Provided (1) All of the Participant’s Accounts Under Any Other Plans, Agreements, Methods, Programs or Arrangements That Must Be Aggregated Pursuant to Treas. Reg. §1.409a-1(c)(2) Are Also Terminated and Liquidated, and (2) the Payment Is Not Greater Than the Applicable Dollar Limit in Effect for the Year of Separation From Service Under Code §402(g)(1)(b). in Witness Whereof, the Company Has Caused This Fifth Amendment to the Plan to Be Executed by Its Duly Authorized Representative This 24th Day of June, 2021. Churchill Downs Incorporated By: /S/ Charles G Kenyon Its: Senior Vice President, Human Resources 4842-4265-1118.1 / 067818-1001

from 10-K 5 pages Material contract

from 8-K 5 pages Churchill Downs Incorporated 2022 Executive Annual Incentive Plan Effective as of January 1, 2022

from 8-K 3 pages Memorandum of Understanding by and Between Austin W. Miller and Churchill Downs Incorporated

from 8-K 265 pages Incremental Joinder Agreement No. 1

from 10-K 25 pages Class Action Settlement Agreement

from 8-K 6 pages Stock Repurchase Agreement

from 8-K 14 pages Churchill Downs Incorporated Executive Change in Control, Severance and Indemnity Agreement

from 10-K 1 page First Amendment to the Churchill Downs Incorporated Restricted Stock Unit Deferral Plan

from 8-K 2 pages Third Amendment to the Churchill Downs Incorporated 2005 Deferred Compensation Plan

from 8-K 9 pages Churchill Downs Incorporated Restricted Stock Unit Deferral Plan Effective January 1, 2020 Churchill Downs Incorporated Restricted Stock Unit Deferral Plan

from 8-K 16 pages Churchill Downs Incorporated Executive Change in Control, Severance and Indemnity Agreement

from 10-K 13 pages Churchill Downs Incorporated Executive Change in Control, Severance and Indemnity Agreement