THE KENTUCKY DERBY

136th running of THE KENTUCKY DERBY®
$2,000,000 GUARANTEED MINIMUM GROSS (GRADE I)
To Be Run Saturday, May 1, 2010
One Mile and a Quarter

For three-year-olds, with an entry fee of $25,000 each and a starting fee of $25,000 each. A minimum $500 jockey mount fee will apply to starters that finish beyond third place. Supplemental nominations may be made upon payment of $200,000 and in accordance with the rules set forth herein. All fees, including supplemental nominations, in excess of $900,000 in the aggregate shall be paid to the winner. Churchill Downs Incorporated® shall guarantee a minimum gross purse of $2,000,000 (the “Guaranteed Purse”). The winner shall receive $1,240,000, second place shall receive $400,000, third place shall receive $200,000, fourth place shall receive $100,000 and fifth place shall receive $60,000 from the Guaranteed Purse (the Guaranteed Purse to each place to be divided equally in the event of a dead heat). Starters shall be named through the entry box on Wednesday, April 28, 2010, at 10:00 am Eastern Daylight Time (the “Closing”). Churchill Downs Incorporated, in its sole and absolute discretion, may set the number of starters up to a maximum of twenty (20). Colts and Geldings shall each carry a weight of one hundred twenty six (126) pounds; Fillies shall each carry one hundred twenty one (121) pounds. Supplemental Nominees will be allowed to enter but will not have preference over any Original Nominee and will not be allowed to start the Race if the maximum number of starters has otherwise been reached by Original Nominees prior to the Closing. If the number of nominees exceeds the number of available starting positions set by Churchill Downs® Incorporated (the “Number of Starting Positions”) at the Closing, these conditions shall be applied to determine which nominees will be allowed to start. In the event that more than the Number of Starting Positions pass through the entry box at the Closing, the starters shall be determined at the Closing from Original Nominees first, then Supplemental Nominees if starting positions are still available with preference given to those horses that have accumulated the highest earnings in Graded Stakes races, including all monies actually paid for performance in such Graded Stakes races. For purposes of this preference, the Graded status of each race shall be the Graded (or Group) status assigned to the race by the International Cataloguing Standards Committee in Part I of the International Cataloguing Standards as published by The Jockey Club Information Systems, Inc. each year. Notwithstanding the foregoing, Churchill Downs® Incorporated may, at its sole discretion, allocate one or more starting positions or otherwise give preference to winners of a designated race or races provided, however, that any such designated race or races may not include restrictive provisions relative to which horse may enter such race or races, other than by sex or age. Should additional starters be needed to bring the field to the Number of Starting Positions, the remaining starters shall be determined at the Closing with preference given to those horses that have accumulated the highest earnings in non-restricted sweepstakes. For purposes of this preference, a “non-restricted sweepstakes” shall mean those sweepstakes whose conditions contain no restrictions other than that of age or sex. In the case of ties resulting from preferences or otherwise, the additional starter(s) shall be determined by lot. Any horse excluded from running because of the aforementioned preference(s) shall be refunded the $25,000 entry fee and the $200,000 supplemental fee, if applicable. An “also-eligible” list will not be maintained and in no event will starters be added or allowed to run in the Race which are not determined to be starters at the Closing. Post position shall be determined by a nontransferable lot number being drawn for each horse named as a starter at the Closing. The lot number drawn for each starter shall determine the post position of such starter. Horses having common ties through ownership or training shall each be treated separately for purposes of determining post position. In the event of one or more scratches after the determination of post positions, then starters with the post position higher than the post position of the scratched starter will be moved to the lowest empty post position (i.e., toward the inside rail of the race track) so that there are no empty post positions in-between horses at the start of The Kentucky Derby®. Detailed rules governing the post position draw process are available from the Racing Secretary’s office and will be distributed prior to the Closing. These rules shall control. The owner of the winner of the Race shall receive a gold trophy.