Churchill Downs Inc.

William “Bill” E. Mudd brings a broad business background, expertise in domestic and international markets, and exceptional leadership skills to his role as executive vice president and chief financial officer (“CFO”) for Churchill Downs Incorporated, a position he assumed in October 2007. A former General Electric (“GE”) executive, Mudd oversees the Company’s financial reporting, strategic planning, business planning, compliance, capital management, risk management and investor relations. Mudd began his career with GE in 1992, and rose rapidly to positions of increased responsibility. Prior to joining Churchill Downs, he served as Global Commercial CFO for GE Water & Process Technologies, a water process and filtration business based in Trevose, Pa. He has also served as CFO of Supply Chain, IT and Technology Finance for GE’s Consumer and Industrial Europe, Middle East and Africa Division in Budapest, Hungary. Earlier in his career he served as a finance manager of Global Financial Planning & Analysis and Business Development for GE Fanuc, a joint venture between GE and Japanese partner, Fanuc. A native of Marion County, Ky., he holds a bachelor of science degree in mathematics and actuarial science from Bellarmine University. He also holds a masters of business administration from Webster University and was a captain in the United States Army Reserves with 14 years of service.

The landscape of the Thoroughbred racing industry is rich and varied, with its participants and major players coming from all over the world and quite literally from all walks of life. As senior vice president, racing, Don Richardson draws on the lessons of a lifetime in racing as he deals with the concerns of people at all levels of the industry while overseeing a racing program that has grown to be become one of America's premier racing products. Richardson is responsible for policy development, strategy and horsemen's services for Churchill Downs Incorporated and its developing markets in Florida, Illinois, Kentucky and Louisiana. He joined Churchill Downs as the track's stakes coordinator in August 1990 and continues in that role. Under Richardson, steeplechase racing returned to Churchill Downs in 1997 for the first time since the early 1900's and the $100,000 guaranteed Hard Scuffle Steeplechase, a Grade I National Steeplechase Association race, is now an annual event on the Churchill Downs stakes schedule. Richardson was also the catalyst behind the track's successful Kentucky Derby Alumni Day, an annual event that celebrates the history of the Kentucky Derby and brings Derby-winning owners, trainers and jockeys back to Churchill Downs. Richardson grew up around racing as his father ran the program department at Churchill Downs, Louisville's defunct Miles Park and the old Latonia (now Turfway Park) for more than 30 years. At 14, Richardson took his first job in racing as he took out an early work permit and started selling programs at Churchill Downs. He joined the track's racing office and worked as a patrol judge in 1969. After holding positions in racing at tracks throughout the Kentucky circuit, as well as racing positions at Florida's Hialeah and Oaklawn Park in Arkansas, Richardson returned to Churchill Downs as assistant racing secretary from 1973-78 - and served as racing secretary in 1974. In 1979, Richardson moved out of the racing office and into a new career as a jockey's agent, in which he guided the careers of such notable riders as Hall of Fame members Chris McCarron and Don Brumfield and veterans such as Jim McKnight, Keith Allen, Darrell Haire, Mike McDowell and others. He returned to Churchill Downs in 1989.

Since joining Churchill Downs Incorporated ("CDI") in 1994 as the Company's associate counsel, Rebecca Reed has played a major role in several key areas of the Company's growth and development -- including coordination of the Company's regulatory compliance efforts, support for its development activities and oversight of policies and procedures. Reed's strong performance of those duties led to her continued advancement in the Company. She now serves as senior vice president, senior counsel and chief compliance officer. Before joining CDI, Reed spent a year and a half as vice president, corporate counsel and assistant secretary for Farm Credit Bank of Louisville, Ky., an agricultural lender serving 70,000 borrowers through a network of affiliated associations in Kentucky, Indiana, Ohio and Tennessee. A graduate of the University of Kentucky, Reed earned her law degree from the UK School of Law. She entered private practice with the Louisville firm of Brown, Todd & Heyburn, where her efforts were concentrated in areas of commercial lending, municipal finance, and mergers and acquisitions.

Roy A. Arnold was named president of Arlington Park and its network of Trackside off-track betting facilities on March 30, 2006, and assumed his new responsibilities on April 11, 2006. Arnold joined the Arlington Park team following an extensive and highly successful military career in the United States Marine Corps, where he most recently served as the assistant wing commander for the 3rd Marine Aircraft Wing, I Marine Expeditionary Force. During his 30-year tenure, Arnold held leadership positions at home and abroad at every level of the Marine Corps and held command positions in such important military campaigns as Operations Desert Shield, Desert Storm, and Operation Iraqi Freedom II. A strong leader throughout his highly decorated military career demonstrated his ability to identify goals, define and execute strategies to achieve those goals, and deliver exceptional results, Roy has already invested considerable time and energy learning about the horse racing industry and understands the opportunities we have and the challenges the industry faces. Originally commissioned as an infantry officer when he joined the Corps in 1976, Arnold transitioned to aviation in 1983 and was designated as a naval aviator in 1984, quickly assuming flight leadership positions within his new discipline. He saw combat duty while serving as the operations officer of an attack helicopter squadron during Operations Desert Shield and Desert Storm and also commanded an attack helicopter squadron that introduced an updated version of the Cobra Attack Helicopter. After squadron command, Arnold served as the executive officer for a Marine Corps expeditionary unit conducting crisis management operations in the Middle East. Soon afterward, Arnold was promoted to the rank of colonel and invited to attend the prestigious National War College with a follow-on assignment to Europe as the operations officer for Striking Forces South, a major NATO military command. Arnold was then selected for one of the Corps' most prestigious assignments and given command of a Marine Expeditionary Unit operating in the Pacific Theater. In his final assignment as the assistant wing commander for the 3rd Marine Aircraft Wing, I Marine Expeditionary Force, Arnold commanded six aircraft groups and approximately 17,000 troops while overseeing a $740 million dollar operations budget. During this assignment, Arnold helped coordinate ongoing U.S. operations in Iraq, including a key military engagement in the city of Fallujah where residents were facing constant violence and unrest at the hands of insurgents. Arnold, 50, is a native of Ithaca, N.Y., and holds a Bachelor of Science degree from State University of New York at Brockport, a Master of Arts degree in international relations from the University of San Diego, and a Master of Science degree in national security affairs from the National War College. Arnold's military decorations include the Defense Superior Service Medal, Legion of Merit, Navy and Marine Corps Medal, Air Medal with 2nd Strike Numeral, Meritorious Service Medal and Navy and Marine Corps Commendation Medal as well as other service and campaign awards.

John Asher, vice-president of Communications at Churchill Downs, has worked in the Thoroughbred racing industry as a journalist and a publicist for more than 20 years. Asher joined Churchill Downs in January 1997 and has served in his current position since March 1999. In that position he oversees communications and public relations efforts at Churchill Downs, the home of the world famous Kentucky Derby and the flagship operation of Churchill Downs Incorporated. As a radio journalist at WHAS-AM and WAVE-AM in Louisville he earned five Eclipse Awards for "Outstanding National Radio Coverage of Thoroughbred Racing" and several other awards that recognized his coverage of the horse industry. His work on other issues earned recognition that included a National Headliner Award, a Scripps-Howard Award, and honors from the Society of Professional Journalists, the Radio & Television News Directors Association and the Kentucky Broadcasters Association. The Associated Press honored Asher as the "Best Reporter" in Kentucky Large Market Radio seven times. He was recognized in 2003 as "Public Relations Practitioner of the Year" by the Western Kentucky University School of Journalism and Broadcasting.

Patrick A. Troutman has called Churchill Downs Incorporated ("CDI") his work "home" since graduating from the University of Louisville's Equine Industry Program, a division of the university's college of business and public administration. Troutman's devotion to his sole employer has paid dividends for the Company, as he has quickly grown into an integral part CDI's management team as vice president and general management of the Churchill Downs Simulcast Network ("CDSN") and Churchill Downs Simulcast Productions ("CDSP"). In his current role as CDSN's vice president and general manager, Troutman oversees simulcast operations for all CDI racetracks. Troutman is also responsible for negotiating the sales and distribution of CDSN products to domestic and international wagering outlets. In 2005, Troutman gained oversight responsibilities for CDSP, a wholly owned subsidiary of Churchill Downs Incorporated, that provides simulcast production services for CDI-owned and -operated racetracks as well as outside clients, including the famed Del Mar Thoroughbred ClubA in Southern California. Troutman joined the Churchill Downs communications department as an intern in January 1992. His first full-time position with the Company came a year later, when he was named communications assistant. Troutman added to his press box experience with roles as media services manager (1994), horsemen's services assistant (1994), assistant director of operations (1996) and general manager of the former Louisville Sports Spectrum (1998), before joining CDSN as a project director 1999. He was later promoted to vice president of sales and operations for the simulcast network. Troutman graduated from the University of Louisville in December 1992 with a bachelor of science degree in business administration. He is an active participant in CDI's "Helping Hands" employee-volunteer program.

Ted Gay joined Churchill Downs Incorporated ("CDI") as director of business development in March 2003 and was promoted to vice president in June 2006. Gay is responsible for the identification and evaluation of the Company's business development opportunities, including potential acquisitions and partnerships both domestic and international. A He also served CDI in the position of senior director for the Churchill Downs Simulcast Network ("CDSN") where he oversaw negotiations for the sale and distribution of CDSN products to domestic and international wagering outlets. Prior to his tenure with CDI, Gay worked in Mountain View, Calif., for Stanford Investment Group, an investment management firm catering to high net worth individuals. Previously, he held several positions with SunTrust Equitable Securities in Atlanta, including positions in SunTrust's loan syndications and investment banking groups. Gay holds a bachelor's degree in economics from the University of Virginia. He serves on the Board of Hands On Louisville.

A broad knowledge of public affairs issues and years of experience in government relations gives Kevin Flanery a unique perspective in his role as senior vice president of national public affairs for Churchill Downs Incorporated. In his position, Flanery oversees public affairs and legislative activities for the Company and its affiliated racetracks at the national, state and local level, as well as community relations and charitable giving for Churchill Downs Incorporated and its flagship track, Churchill Downs. Flanery joined Churchill Downs in December 2005 as vice president of national public affairs and was promoted to senior vice president in March 2008. He works hand-in-hand with the Company's racetrack presidents to manage public affairs initiatives in each market where Churchill Downs operates and was part of the team that managed Calder Race Course's successful campaign to add slot-machine gaming to its product offerings in January 2008. During his career, Flanery held important state government posts. He served as secretary of the Finance and Administration Cabinet of the Commonwealth of Kentucky from January 2001 to December 2002 and as deputy secretary of the Cabinet between June and December of 2000. In that role Flanery served as the Commonwealth’s chief financial and procurement officer and led the Office of Finance Management, which controls the Commonwealth’s debt and investment portfolio. Flanery also had oversight of the Department of Facilities Management, which designs, builds, operates and maintains state facilities. Part of his statutory responsibilities included serving as chairman of the Consensus Forecasting Group, which determines revenues available for appropriation by the governor and legislature of Kentucky. Flanery’s experience in state government extends to Kentucky’s Transportation Cabinet where between October 1996 and May 2000 he served as deputy secretary and legislative liaison. In that post, Flanery managed all administrative functions for the Transportation Cabinet and served as its primary legislative strategist. An attorney, Flanery also served as the Transportation Cabinet’s executive director for the Office of General Counsel between February and September of 1996 where he served as chief administrative and legal officer. Prior to joining the Churchill Downs team, Flanery served as president and chief operating officer of Hagan Properties. Flanery holds a bachelor of arts degree in psychology from Bellarmine College and a juris doctor from the University of Kentucky College of Law.

Daniel P. Harrington has served as a member of the Board of Directors of Portec Rail Products since January 1998. Since 1991, Mr. Harrington has served as the president, chief executive officer and a director of HTV Industries, Inc., a privately held company engaged in manufacturing and investments in various industries. Mr. Harrington is president of TVI Corporation, which is a wholly-owned subsidiary of HTV Industries, Inc. Mr. Harrington is a director of Biopure Corporation in Boston, Massachusetts, Churchill Downs, Inc. in Louisville, Kentucky, First Guaranty Bank in Hammond, Louisiana and First State Financial Corporation, Inc. in Sarasota, Florida.

"Former President of The National League of Professional Baseball Clubs Mr. Coleman is the former president of The National League of Professional Baseball Clubs. Mr. Coleman signed on with Major League Baseball in 1992 as executive director—market development. Previously, Mr. Coleman was a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. He was the vice chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. Mr. Coleman also has served as president of the Greater Newark Urban Coalition. From 1976 to 1980, Mr. Coleman worked in Africa in mission service for the Protestant Episcopal Church of the United States, providing management consultant services in health care, education and church and community development in 17 African countries. Mr. Coleman received an undergraduate degree in history from Princeton University. He also earned a master’s in public administration degree and a master’s in education and social policy degree, both from Harvard University. Mr. Coleman serves on the board of directors of The Omnicom Group, Cendant Corp., Aramark, Churchill Downs and Electronic Arts. He also serves as a director of a number of other organizations, including the Children’s Defense Fund, The Metropolitan Opera, the Schumann Fund, and Little League Baseball. Mr. Coleman is chairman of the Jackie Robinson Foundation. He is a former chairman of the board of trustees of the Presiding Bishop’s Fund for World Relief and the United States chairman of the Bishop Tutu Scholarship Fund. "

Richard L. Duchossois is the founder and Chairman of Duchossois Industries, Inc. Dick graduated from Morgan Park Military Academy and was attending Washington and Lee University in Lexington, Virginia, when he was called to active military service. He served in five European campaigns and was awarded various citations before being released from active service as a Major in 1946. From 1952-1980, Dick was Chief Executive Officer of Thrall Car Manufacturing Company, one of the nation's leading rail car manufacturers. In 1980, he purchased Chamberlain Manufacturing Corp. and became its Chairman. In 1983, as Chairman of Duchossois Industries, Inc., he purchased Arlington Park Race Track, and led its resurrection after a disastrous fire in 1985. In 2000, Arlington Park merged with Churchill Downs Incorporated, where Dick and two of his officers currently sit on the Board of Directors.

A results-driven leader with a proven record of innovation, Robert L. Evans became Churchill Downs Incorporated’s (“CDI”) 11th president and chief executive officer and a member of the board of directors in August 2006. Evans brings a richly diverse business background to CDI, having held senior executive positions at some of North America’s leading manufacturing, business consulting, technology and private equity companies. Prior to joining CDI, Evans was a co-founder and managing director of Symphony Technology Group ("STG"), a private equity firm that provides investment capital and strategic direction to software and services companies. Companies in STG’s portfolio have a combined $1.2 billion in revenue and more than 7,000 employees worldwide. Before STG, Evans held numerous leadership positions that helped shape his skills as a business strategist and team builder. He served as president and chief operating officer of Aspect Development Inc., an enterprise software firm. Evans also served as managing partner of the Americas Supply Chain Practice for the $17 billion Accenture Ltd. (formerly Andersen Consulting) and helped grow Accenture’s client base both inside and outside the United States. Evans’ professional experience includes the automotive industry where he served as vice president of customer support for Mazda Motor of America Inc. He began his career as an economics analyst for Caterpillar Inc. in 1975 and served in a variety of management positions for the heavy equipment manufacturer. In 1986, he co-founded the innovative outsourcing services subsidiary Caterpillar Logistics Services Inc., where he served as president. Evans has been an active participant in the Thoroughbred industry as a commercial breeder and racehorse owner. He is the president of Tenlane Farm LLC, a 260-acre Thoroughbred breeding operation he built in Woodford County, Ky., where he resides with his family. Evans is a native of Cincinnati, Ohio, and holds a Bachelor of Arts degree in economics from MacMurray College. He received a Master of Arts degree in quantitative economics from Western Illinois University. He currently serves as a board member for two corporations, Aftermarket Technology Corp. and the privately held Tumri Incorporated.