OWSLEY BROWN II
     CHAIRMAN AND CHIEF EXECUTIVE OFFICER

June 29, 2004

Dear Brown-Forman Stockholder:

It is my pleasure to invite you to attend our Annual Stockholders Meeting:

Thursday, July 22, 2004
9:30 A.M. (Eastern Daylight Time)
Actors Theatre of Louisville
316 West Main Street
Louisville, Kentucky

Please note the new location for this year’s meeting, Actors Theatre. Limited parking will be available in the Actors Theatre garage at 3rd and Main. An attendant will be present to direct overflow traffic to the LG&E garage on Market Street between 2nd and 3rd. Please write your name and “Brown-Forman” on your parking ticket so that you will not be charged a parking fee.

I hope to see you on July 22. All Class A Stockholders are urged to complete and return to us the attached Proxy (voting) Card, whether or not you can attend in person. Your vote is very important to us.

Sincerely,

BROWN-FORMAN CORPORATION  850 DIXIE HIGHWAY,  LOUISVILLE, KY 40210

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS

Brown-Forman Corporation will hold its annual meeting for holders of our Class A Common Stock at Actors Theatre of Louisville, 316 West Main Street, Louisville, Kentucky, at 9:30 A.M., Louisville (Eastern Daylight) time, on Thursday, July 22, 2004.

We are holding this meeting to:

You can vote at the meeting if you held Class A Common Stock of record on our books at the close of business on June 14, 2004. Holders of Class B Common Stock may attend the meeting but may not vote. We will not close the stock transfer books in advance of the meeting. Class A stockholders can vote either in person or by proxy, which means you designate someone else to vote your shares.

For Class A stockholders, whether or not you plan to attend the meeting, PLEASE:

Submitting a proxy will not affect your right to vote your shares if you attend the meeting in person and decide to vote differently. Only holders of Class A Common Stock may vote at the meeting. We are not asking for Proxy Cards from holders of Class B Common Stock.

We enclose separately a copy of our Annual Report for the fiscal year ended April 30, 2004 for you to review.

Louisville, Kentucky
June 29, 2004

By Order of the Board of Directors
Michael B. Crutcher, Secretary

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

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INTRODUCTION

This section describes the purpose of this Proxy Statement, who can vote, and how to vote.

Purpose. The Board of Directors of Brown-Forman Corporation is sending you this Proxy Statement to solicit proxies for use at the Annual Stockholders Meeting, which will be held Thursday, July 22, 2004, at 9:30 A.M. Louisville (Eastern Daylight) time at Actors Theatre of Louisville, 316 West Main Street, Louisville, Kentucky. The Board requests that you sign and return the enclosed Proxy Card.

Beginning on June 29, 2004, we will solicit proxies by mail. In addition, our employees may solicit proxies by mail, phone, fax, the Internet or in person. We will pay all solicitation costs. We will reimburse banks, brokers, nominees, and other fiduciaries for their reasonable charges and expenses incurred in forwarding our proxy materials to their principals.

Voting Stock. We have two classes of common stock, Class A and Class B. Only holders of Class A Common Stock may vote at this meeting. As of the close of the record date, June 14, 2004, we had outstanding 56,841,070 shares of Class A Common Stock.

Voting Rights. If you were a Class A stockholder on June 14, 2004, and the books of our transfer agent reflect your stock ownership, you may cast one vote for each share recorded in your name. You may vote your shares either in person or by proxy. To vote by proxy, please mark, date, sign, and mail the Proxy Card enclosed with this Proxy Statement.

Giving a proxy will not affect your right to vote shares registered in your name if you attend the meeting and want to vote in person. For those shares, you may revoke a proxy at any time before it is voted by sending our Secretary written notice of your revocation. For any shares you hold in street name, you must submit voting instructions to the street name holder in accordance with the instructions they provide to you, and you must comply with their directions to revoke those instructions. We will vote all shares represented by effective proxies in accordance with the terms stated in the proxy.

A quorum to conduct business at the meeting consists of a majority of the outstanding Class A shares. To be elected, a director must receive a majority of the votes cast at a meeting at which there is a quorum. Likewise, a majority of the shares represented at the meeting must approve any other matters brought to a vote at the meeting. We will count shares voted as “abstaining” as present for purposes of determining the number of shares represented at the meeting, but as votes “withheld” in the election of a director and “against” approval of the 2004 Omnibus Compensation Plan. If a broker holding your shares in a street name indicates to us on a Proxy Card that he or she lacks discretionary authority to vote your shares, we will not consider your shares as present or voting for any purpose.

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ELECTION OF DIRECTORS

This section gives biographical information about our Directors and describes the committees on which they serve and their attendance at meetings.

At the Annual Meeting, you and our other stockholders will elect twelve directors. All of our Directors are standing for re-election. Once elected, a director holds office until the next annual election of directors and until his or her successor has been elected and qualified, unless he or she first resigns, reaches retirement age or is removed. The persons named as proxies will vote the enclosed proxy FOR the election of all nominees below, unless you direct them on the Proxy Card to withhold your vote as to all or some of the nominees. If any nominee becomes unable to serve before the meeting, the persons named as proxies may vote for a substitute.

Here are the Director nominees, their ages as of April 30, 2004, the years they began serving as Directors, their business experience for the last five years, and their other directorships:

		Ina Brown Bond*, age 59, director since 2002. Owner of River Bend Farm, Inc. and Ashbourne Farms, LLC. Other directorships: Glenview Trust Company; President of W.L. Lyons Brown Foundation.
		Barry D. Bramley, age 66, director since 1996. Non-Executive Chairman of Lenox, Incorporated (a subsidiary of Brown-Forman) from 1998 through April 2004; Non-Executive Chairman of Cornwell Parker, PLC, High Wycombe, England from 1998 to 2000; Chairman and Chief Executive Officer of British-American Tobacco Company Ltd., London, England from 1988 to 1996; Director of BAT Industries, PLC, London, England from 1988 to 1996. Other directorships: Anglia Maltings (Holdings), Ltd.
		Geo. Garvin Brown III*, age 60, director since 1971. Chairman of Trans-Tek, Inc. since 1988; Member of B/D Investments, LLC since 1997.
		Owsley Brown II*, age 61, director since 1971. Our Chief Executive Officer since 1993 and our Chairman since 1995; our President from 1987 to 1995. Other directorships: Lenox, Incorporated (a subsidiary of Brown-Forman); NACCO Industries, Inc.

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		Donald G. Calder, age 66, director since 1995. President and CFO of G.L. Ohrstrom & Co., Inc., a private investment firm, since 1997; Vice President of Ohrstrom & Co. from 1996 to 1997; Partner of predecessor partnership, G.L. Ohrstrom & Co. from 1970 to 1996; Chairman and CEO of Harrow Industries from 1997 to 1999. Other directorships: Carlisle Companies Incorporated, Roper Industries, Inc.; Central Securities Corporation.
		Owsley Brown Frazier*, age 68, director since 1964. Our former Vice Chairman from 1983 to 2000. Other directorships: Lenox, Incorporated (a subsidiary of Brown-Forman); Papa John’s International, Inc.
		Richard P. Mayer, age 64, director since 1994. Former Chairman and Chief Executive Officer of Kraft General Foods North America (now Kraft Foods Inc.) from 1989 to 1996.
		Stephen E. O’Neil, age 71, director since 1978. Principal of The O’Neil Group from 1991 to present. Other directorships: Alger American Fund, Inc.; Alger Fund, Inc.; Castle Convertible Fund, Inc.; Spectra Fund, Inc.
		Matthew R. Simmons, age 61, director since 2002. Founder, Chairman and CEO of Simmons & Company International since 1974. Other directorships: Kerr-McGee Corporation.
		William M. Street**, age 65, director since 1971. Our former President from November 2000 through September 2003; our Vice Chairman from 1987 to 2000; President and Chief Executive Officer of Brown-Forman Beverages Worldwide (a division of Brown-Forman) from 1994 through September 30, 2003. Other directorships: Papa John’s International, Inc.

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		Dace Brown Stubbs*, age 57, director since 1999. Private investor.
		Paul C. Varga, age 40, director since 2003. President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman) since 2003; Global Chief Marketing Officer for Brown-Forman Spirits from 2000 through July 2003; Director of Marketing for Brown-Forman Beverages-North America from 1998 through 2000.

Board and Committee Meetings; Committee Composition. Information on the meetings of our Board of Directors and its committees, as well as on the composition of our audit and compensation committees, appears in the “Corporate Governance” section beginning on page 9.

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CORPORATE GOVERNANCE

This section describes our corporate governance practices in light of the Sarbanes-Oxley Act of 2002 and the corporate governance rules of the New York Stock Exchange.

The Evolving Corporate Governance Environment.

Unfortunate and highly publicized failures of corporate governance and accounting oversight at several major companies in recent years have taken a toll on stockholder confidence in corporate America. Congress, the Securities and Exchange Commission and the New York Stock Exchange (the “Exchange”) have adopted new rules designed to prevent such failures in the future. Our Company complies fully with these rules and has chosen to implement some of the practices before they take effect. In many areas, our Company already had in place policies or procedures covered by the rules.

Brown-Forman places utmost importance on corporate governance. The Brown family controls the Company, and four generations of the family have helped manage it. We believe that like the Brown family, our employees have great pride in the Company. Both the long history of family ownership and involvement and our loyal employees give us extra incentive to avoid the kind of corporate corruption that has been in the headlines. They do not want the Company’s name tarnished in any way. We believe we have a Board and a management team committed to high ethical standards and full and accurate financial reporting. We have developed and use an effective financial review process so that our CEO and CFO can certify our quarterly and annual financial reports with confidence. We believe that we have an effective corporate compliance program. Still, again this year, we continued to review and refine our practices to address both the changing regulatory scheme and to adopt what we believe are “best practices.”

What Are the Responsibilities of Our Board of Directors?

The Board of Directors has the ultimate responsibility for the Company’s financial well-being and business success. The Board is a policy-making body that acts largely through Company management, whose officers and employees conduct the business under strategies that management develops and proposes, which the Board approves and oversees. The Board regularly reviews our financial results, the strategic direction of our various business units, monitors the health of the Company’s brands, and approves the Company’s annual financial and operating plans, major acquisitions and divestitures. Through the Compensation Committee, the Board’s independent directors review and approve compensation for senior management. The Audit Committee, which is also composed of independent directors, retains the independent auditor, reviews quarterly financial results and oversees our internal audit function and compliance program.

The Board has the power to hire independent advisors, including attorneys and accountants, as it deems appropriate.

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Meetings of the Board of Directors and the Audit and Compensation Committees.

The Board met six times during fiscal 2004. Each Director attended all meetings. All members of the Audit and/or Compensation Committees attended all of their respective Committee meetings.

Attendance of Directors at Annual Meeting of Stockholders.

Under a practice in place for many years, and adopted formally as a policy by the Board of Directors earlier this year, each director is expected to use his or her best efforts to attend the Annual Meeting of Stockholders. All of the Directors attended the 2003 Annual Meeting.

Changes To Our Board in Fiscal 2004.

In September 2003, Paul C. Varga, the President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman) was elected to the Board of Directors.

We are a Family “Controlled Company.”

The Brown family (the descendants of George Garvin Brown, our founder) owns approximately 74% of our Class A voting stock and thus controls the Company. As a majority family owned company, Brown-Forman is in a different situation than most Exchange listed companies. For instance, the Exchange now requires that companies listed on it have a majority of independent directors on their boards of directors. The Exchange also requires companies other than controlled companies to have a nominating committee comprised exclusively of independent directors. These rules would make no sense for Brown-Forman, as they would have the effect of disenfranchising the family that controls the Company. The Exchange recognized this distinction and created a category for “controlled companies,” for which the requirements of a majority of independent directors, a nominating committee and certain other obligations are optional. The Board has determined that Brown-Forman meets this “controlled company” definition and has elected to take advantage of the exemptions available to controlled companies.

Our Independent Directors.

The Exchange rules now require the Board to make a determination each year as to which directors meet the Exchange’s independence rules. The focus of these rules is independence from management, and calls for the Board to make its determination by looking at all the facts and circumstances surrounding the director and his or her relationship with management. Although we are exempt from the requirement of having a majority of independent directors, the Board has determined that currently four of our Directors are independent according to Exchange standards. These are Directors Donald G. Calder, Richard P. Mayer, Stephen E. O’Neil, and Matthew R. Simmons. The Exchange’s rules automatically disqualify Directors Barry D. Bramley, Owsley Brown II, William M. Street and Paul C. Varga because of their present or past management roles. Director Ina Brown Bond cannot be classified as independent because she is Owsley Brown II’s sister.

The Company’s other three Directors, Geo. Garvin Brown III, Dace Brown Stubbs, and Owsley Brown Frazier, fall in a grey area under the Exchange tests. Considering the variety of personal and familial relationships, employment, and control group affiliation connections to management that

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currently exist among these three Directors, the Board elected not to make the determination that these Directors meet the Exchange standards for independence at this time.

This is not to suggest that only the four independent Directors serve as an effective check upon management. Directors Ina Brown Bond, Dace Brown Stubbs, Owsley Brown Frazier and Geo. Garvin Brown III, all members of the Brown family, are themselves significant stockholders or exercise significant voting control in Brown-Forman. Each of these individuals has an obvious and deep interest in seeing to the appropriate long term management of the Company. While, for one reason or another, these persons may not meet tests for being “independent,” they nevertheless provide real and effective oversight of management on behalf of all stockholders.

Directors Stephen E. O’Neil, Donald G. Calder and Richard P. Mayer serve on the Compensation Committee of our Board of Directors. As such, each of those individuals is required to satisfy an independence test set forth in regulations adopted under Section 162 of the Internal Revenue Code. Each member of the Compensation Committee satisfies this test.

Directors Richard P. Mayer, Donald G. Calder and Stephen E. O’Neil serve on the Audit Committee of our Board of Directors. In order to serve on that Committee, each director must be independent as defined in Section 301 of the Sarbanes-Oxley Act of 2002 and in the regulations issued by the Securities and Exchange Commission under that provision. Each member of the Audit Committee satisfies this test.

Mandatory Retirement for Our Directors.

Our By-laws provide that directors can serve on the Board through their 70^th year. The Board has the discretion, however, to extend the service of a director through his or her 72^nd year, if it finds that such service would significantly benefit Brown-Forman. The Board must make this decision without the participation of the director involved and upon approval of two-thirds of the remaining Board members.

Director Stephen E. O’Neil reached his 71^st birthday in fiscal 2004. The Board has determined that Mr. O’Neil’s continued service as a Director is a significant benefit to Brown-Forman. Thus, the Board requested and Mr. O’Neil agreed to stay on the Board and stand for reelection.

Corporate Governance Guidelines, Committee Charters and Codes.

The Board has adopted Corporate Governance Guidelines, which are published at the Company’s website (www.brown-forman.com). These guidelines include director responsibilities and qualification standards, director compensation, management succession policies and principles, director access to management and, as appropriate, independent advisors, and an annual performance self evaluation of the Board.

The Company also has posted on its website the Audit Committee and Compensation Committee charters, as well as the Company’s Code of Conduct, which applies to all directors and employees, and a Code of Ethics that applies specifically to the Company’s senior financial officers. Copies of the Corporate Governance Guidelines, Committee charters and these Codes are also available by writing to our Corporate Secretary, Michael B. Crutcher, 850 Dixie Highway, Louisville, Kentucky 40210 or e-mailing him at Michael_Crutcher@b-f.com.

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Executive Sessions of Our Non-Management and Our Independent Directors.

A new Exchange rule requires non-management directors to meet regularly in executive sessions without management. Our non-management Directors held such a meeting in fiscal 2004. A majority of the directors in attendance selects a presiding director for the meeting.

Beginning in fiscal 2005, the Exchange will require companies whose group of non-management directors includes directors who are not “independent” within the Exchange rules also to hold an executive session of just the independent directors at least once a year. Our independent Directors began complying with this requirement voluntarily this past year and had two meetings.

Charitable Giving.

The Exchange requires listed companies to disclose certain charitable contributions the Company has made to charities with which one of our independent directors is involved as an executive officer. We have made no charitable contributions that qualify for disclosure under this rule.

Our Stock Option Plans.

We maintain an Omnibus Compensation Plan for our employees and a Non-Employee Director Compensation Plan for our non-employee directors. Both of these plans provide for stock option awards that are disclosed each year in the Proxy Statement. One element of the recent corporate scandals has been the repricing of options to allow executives to benefit even as the stock price has fallen. We have never repriced options and the 2004 Omnibus Compensation Plan specifically prohibits the practice (section 3.1(b)). Another element of the corporate governance debate has been the accounting disclosure of the effect of options and whether they should be expensed when granted. We do not currently expense our options, although we are watching to see if this becomes mandatory or otherwise becomes the norm for most reporting companies. Our annual report discloses what the effect of expensing options would be on earnings.

Director Nominations.

As a controlled company, Brown-Forman is not required to have a nominating committee consisting of independent directors nor a nominating committee charter. Brown Forman has neither.

Historically, the Chief Executive Officer and Chairman of the Board of Directors has proposed director candidates after informal consultation with other directors and Brown family members. Other Board members have also occasionally proposed candidates. Currently, the four independent Directors serve as a de facto nominating committee, with input from the remaining Directors as appropriate. As a de facto nominating committee, the independent Directors engage an executive search firm to identify and interview director candidates. The search firm is compensated for these services.

The Board has no nominating committee and no policy regarding stockholder-nominated candidates for the Board because the Board believes that the informal processes used to date are appropriate for identifying and selecting future Board members.

In evaluating candidates for Board membership, the Company seeks directors who will represent the best long term interests of all Brown-Forman stockholders. As articulated in its Corporate

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Governance Guidelines, the Board’s view is that all Brown-Forman directors should possess the highest personal and professional ethics, integrity and values. The Board also believes that qualities which the Company’s directors ideally should possess include independence, civility, business courage, judgment, lack of possible conflicts of interest, and experience with businesses and other organizations of comparable size or character. The Board does not think every director must have all of these qualities. The Board does place significant importance on having Brown family members on the Board.

How Can You Communicate With Our Board of Directors?

Brown-Forman stockholders and other interested parties may communicate with Brown-Forman’s directors, including the non-management directors as a group, by sending such written communications to the Corporate Secretary, at 850 Dixie Highway, Louisville, Kentucky 40210 or by e-mail at Michael_Crutcher@b-f.com. Copies of written communications received at such address will be provided to the individual director(s) or group of directors to whom they are addressed, and copies of such communications will be provided to all other directors; provided, however, that any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of the communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications on matters not normally considered at a Board level or communications that relate to irrelevant topics.

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STOCK OWNERSHIP

This section describes (a) people who own beneficially 5% or more of our voting stock and (b) how much stock our Directors and executive officers own. Under the SEC’s definition of “beneficial ownership,” some shares are considered to be owned by more than one person and are therefore counted more than once.

Voting Stock Owned by “5% Beneficial Owners.” This table shows each “beneficial owner” of more than 5% of our Class A Common Stock, our only class of voting stock, as of April 30, 2004. The Securities and Exchange Commission defines “beneficial ownership” to include shares over which a person has sole or shared voting or investment power, as well as all shares underlying options that are exercisable within sixty days. Under this definition, “beneficial owners” may or may not receive any economic benefit (such as receiving either dividends or sale proceeds) from the shares attributed to them. Using this definition, some shares shown below are owned by more than one person. Some “beneficial owners” share voting and investment powers as members of advisory committees of certain trusts of which corporate fiduciaries are the trustees. Counting each share only once, the aggregate number of shares of Class A Common Stock beneficially owned by the people in this table is 41,281,444 shares, or 72.6% of the outstanding shares of that class.

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Stock Owned by Directors and Executive Officers. The following table shows the “beneficial ownership” as of April 30, 2004, by each Director nominee, by each Executive Officer named in the Summary Compensation Table on page 21, and by all Directors and Executive Officers as a group, of our Class A and Class B Common Stock.

Section 16(a) Beneficial Ownership Reporting Compliance. Executive officers, directors, and “beneficial owners” of more than 10% of our Class A Common Stock must file reports of ownership and changes in ownership of our stock pursuant to Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the reports and written representations we received from these persons. Based solely on that review, we believe that during fiscal 2004 these persons reported all transactions on a timely basis, except: Owsley Brown II failed to report in a timely fashion the inheritance of 6 shares of Class A Common Stock; William M. Street was not advised of and consequently did not report in a timely fashion a midyear stock option grant for 2,104 shares of Class B Common Stock awarded when his service changed to non-employee Director, and, due to changes in the Section 16 rules or their interpretation of which Mr. Street was previously unaware, he reported this year for the first time 552,276 shares of Class A Common Stock held for a number of years by a trust for the benefit of his grown daughter, but with respect to which the trustee and Mr. Street share investment control; and Geo. Garvin Brown III neglected to report the tax free exchange of 31,897 shares of Class B Common Stock for 31,152 shares of Class A Common Stock by a trust on which he serves as an advisor.

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AUDIT COMMITTEE

This section is a report from the Audit Committee of the Board of Directors. It explains the role of the Audit Committee and sets forth the fees paid to our independent auditor.

Audit Committee Report

Composition. The Audit Committee consists of three non-employee Directors, Mr. Mayer (Chairman), Mr. O’Neil, and Mr. Calder. The Board has determined that each Committee member meets the Securities and Exchange Commission’s and the Exchange’s standards to be considered an “independent director.” In addition, the Board has also found that each member is “financially literate” and meets Exchange standards to serve on our Audit Committee. The Board has also determined that while more than one member of the Company’s Audit Committee qualifies as an “audit committee financial expert” under Item 401(h) of Regulation S-K, Mr. Mayer is the designated audit committee financial expert. Mr. O’Neil also sits on the audit committee of more than three other public companies. Our Board has determined that his service on other audit committees does not impair, but indeed enhances, his ability to sit on our Audit Committee.

Function. The Committee has a Charter, which was amended by the Board on March 25, 2004. The Charter describes what the Committee does and meets the standards of the Securities and Exchange Commission and the Exchange. The Committee retained PricewaterhouseCoopers (the “independent auditor”) to perform the audit. The independent auditor reports directly to the Committee. The Audit Committee has authority to retain independent legal, accounting or other advisors at our expense.

As described more fully in its Charter, the Committee monitors and oversees the financial reporting process, the system of internal controls, the audit process, and the Company’s program for legal and regulatory compliance. To place the Committee’s role in perspective, management is responsible for the Company’s internal controls, the financial reporting process, and the Company’s compliance. The independent auditor is responsible for performing an audit of the Company’s financial statements in accordance with generally accepted accounting principles and issuing a report on its audit. The Committee reviews the work of management and has direct responsibility for retention of the independent auditor on behalf of the Board of Directors.

The Committee also considers reports from the Company’s internal audit department, which investigates the adequacy of internal controls. The Committee reviews reports from the Company’s legal department on compliance with the Company’s internal Code of Conduct and with laws and regulations.

The Committee met five times during the year, during which the committee members had discussions with management and the independent auditor. Management has represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Committee discussed those statements with management and the independent auditor, including discussions with the independent auditor in executive session with representatives of management excluded.

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The Committee discussed with the independent auditor matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) and No. 90 (Audit Committee Communications). The independent auditor gave to the Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Committee discussed with the independent auditor its independence and ability to conduct the audit. The Audit Committee has determined that the provision of the non-audit services described below is compatible with maintaining auditor independence.

Fees Paid to Independent Auditor.

The following table shows the fees that the Company paid or accrued for the audit and other services provided by PricewaterhouseCoopers for fiscal years 2003 and 2004.

Audit Fees. This category includes the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Form 10-Q Quarterly Reports, advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, and statutory audits where those are required by foreign jurisdictions.

Audit-Related Fees. This category consists principally of advisory services related to the Company’s preparation for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and audits of employee benefit plans.

Tax Fees. This category consists principally of preparation of tax returns for expatriate employees and tax advice and returns for foreign subsidiaries.

All Other Fees. This category consists principally of consulting services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor. The Audit Committee approved the fiscal 2004 audit and non-audit services provided by PricewaterhouseCoopers. The non-audit services approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the auditor’s independence.

The Audit Committee pre-approves both the type of service to be provided by PricewaterhouseCoopers and their estimated fees. In addition, the Committee must pre-approve PricewaterhouseCoopers rendering personal financial and tax advice to any of the Company’s Designated Executive Officers. During the approval process, the Audit Committee considers the impact of the types of services on the independence of the auditor. The services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with

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SEC rules and regulations. Throughout the year, the Audit Committee will review any revisions to the estimates of audit and non-audit fees initially approved.

Conclusion. Based on the foregoing, we recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2004.

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EXECUTIVE COMPENSATION

This section is a report from the Compensation Committee of the Board of Directors. The report explains our compensation philosophy, how compensation decisions are made for our most senior executives, and how we comply with Internal Revenue Code Section 162(m)(which governs our ability to deduct for tax purposes compensation to our most highly paid officers).

Compensation Committee Report

Function and Philosophy. The Compensation Committee consists of three non-employee Directors, Mr. O’Neil (Chairman), Mr. Calder and Mr. Mayer, each of whom qualifies as an “independent director” under the Exchange listing standards. The purpose of the Committee is to assist the Board of Directors in fulfilling the Board’s duties relating to compensating the Company’s directors, officers and employees. The Committee sets the overall direction for the Company’s pay programs for all salaried employees: first, to offer sufficient compensation to attract, motivate and retain talented and diverse employees; and second, to tie bonus achievement to the Company’s successful financial performance. The Committee sets compensation at levels that are somewhat above the mid-market level for companies our size to attract and retain the type of executives who will provide the strong leadership the Company needs for success.

In cooperation with the Management Compensation Review Committee, the Committee applies this philosophy to the Company’s senior executives, who are referred to as Executive Officers. During fiscal 2004, the Executive Officer group was divided into two subgroups:

The Compensation Committee sets the salaries, and sets and administers the short term and long term bonus for Mr. Brown and Mr. Street. For the six other Executive Officers for whom responsibilities are shared between the Compensation Committee and the Management Compensation Review Committee, the Compensation Committee sets the short term and long term cash and equity-based bonuses.

The Committee met twice in fiscal 2004 for these purposes.

At its July 2003 meeting, the Committee sets salary and bonus targets for Mr. Brown and Mr. Street based in part on market pay levels to top executives at surveyed companies. The Committee reviews survey data compiled by Hay Management Consultants, Hewitt Associates and Towers Perrin. These surveys include salary and bonus data from such companies as H. J. Heinz, Hershey Foods Corporation, Fortune Brands, and Wm. Wrigley Corporation.

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In fiscal 2004, the compensation mix of Mr. Brown and Mr. Street consisted of salary (31%), annual bonus (24%), and long term compensation (45%). In considering this mix, the Committee takes into account the considerable personal holdings of Brown-Forman securities by Mr. Brown and Mr. Street. Salaries are set with respect to the market data. The Committee develops performance targets for annual and long term bonuses based on Business Value Added (BVA), which is the Company’s after-tax income in excess of our estimate of the Company’s cost of capital. Long term compensation consists of cash, which is paid based upon reaching BVA goals over three years, and stock options, which vest after three years and are exercisable within ten years. These stock options are issued in modest numbers under a plan approved by stockholders and that requires stock option exercises to be satisfied through open market or private purchases.

Other Executive Officers. The Committee set the short and long term bonuses as well as bonus performance targets for the Company’s six other Executive Officers for fiscal 2004, in each case after reviewing the salary and bonus recommendations of the Management Compensation Review Committee based on survey data appropriate to these positions. As part of the long term bonus program, the Committee also approved awards of stock options and/or restricted stock for these Executive Officers.

Compliance with Tax Law Limits on Deductibility of Compensation. Internal Revenue Code Section 162(m) limits to $1 million the amount of annual compensation an employer may deduct when paid to a Named Executive Officer (those Executive Officers shown on the Summary Compensation Table on page 21). The law does, however, allow employers to deduct compensation over $1 million if it is “performance based” and paid under a formal compensation plan that meets the Code’s requirements. The Company took appropriate steps in setting goals under the Company’s Omnibus Compensation Plan to assure the deductibility of all compensation paid to Named Executive Officers. The Committee expects the Company to be able to deduct all fiscal 2004 compensation.

Charter. The Board of Directors has adopted a Compensation Committee Charter, a copy of which is posted on the Company’s corporate website, www.brown-forman.com. Among other things, the Charter requires that each Committee member be independent of management, that the Committee is empowered to hire its own advisors, and that the Committee will conduct an annual self-evaluation of its performance.

Conclusion. The Committee believes that its overall executive compensation program has been successful in providing competitive compensation to attract and retain highly qualified executives, while at the same time encouraging a performance level that creates additional stockholder value.

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This section contains charts that show the amount of compensation earned by our Named Executive Officers.

Summary Compensation Table

We award up to 50% of long term bonus compensation as stock options and/or restricted stock, with the balance in cash to be paid at the end of each three-year performance period (it will then appear on this table as a long term compensation payout). Stock option and restricted stock values can increase or decrease; the present values (as of the grant date) of the stock option awards in the Long Term Compensation Awards column appear in the table on page 23. Restricted stock information appears in the table on page 22.

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Equity Compensation Plan Information.

We currently have two plans under which we may grant equity-based compensation: the Non-Employee Directors’ Compensation Plan and the stockholder-approved Brown-Forman Omnibus Compensation Plan. It is proposed that both of these plans be replaced with the 2004 Omnibus Compensation Plan, which is described on pages 28-32.

Restricted Stock Grants Relating to Fiscal 2004 .

The Omnibus Compensation Plan provides the ability to deliver long term incentives as restricted stock awards. Awards are based on performance against corporate or divisional goals, and are expressed as a dollar amount that is converted to a number of restricted shares using the closing stock price for Class B Common Stock as of the date of the award. Generally, restricted shares may not be sold, exchanged, transferred, pledged or otherwise disposed of during the restriction period specified by each award agreement.

In June 2004, we awarded approximately 36,000 shares of restricted stock to selected key executives with respect to fiscal 2004 performance. The table below summarizes grants to the Named Executive Officers.

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Option Grants under the Omnibus Compensation Plan in Fiscal 2004 .

The Omnibus Compensation Plan also provides the ability to deliver long term incentives in the form of stock options.

We grant options with an exercise price of the fair market value of the underlying stock on the date of grant. Generally, options become exercisable three years after grant and must be exercised within ten years of grant. This year, we granted non-qualified options for approximately 720,000 shares of our stock for long term bonus awards to management participants. The table below summarizes the grants to the Named Executive Officers in fiscal 2004.

Aggregated Value of All Outstanding Options Granted From May 1, 1996 Through Fiscal 2004 .

The following table summarizes all option grants that have been made to the Named Executive Officers through and including fiscal 2004 and all option exercises in fiscal 2004 by the Named Executive Officers.

23

Benefits Under the Proposed 2004 Omnibus Compensation Plan (same as under current plan).

We are asking for your approval of the 2004 Omnibus Compensation Plan at the annual stockholders meeting. A summary of that plan appears beginning at page 28, and the entire plan is an exhibit to this proxy statement. Like the current plans, the proposed 2004 Plan provides the basis for awarding to Company employees annual cash bonuses, and both the cash and equity-based components of long term bonuses. The chart below sets forth the amounts of all such awards for fiscal 2004. The 2004 Omnibus Compensation Plan does not provide materially different compensation alternatives from the current 1994 Omnibus Compensation Plan and the Non-Employee Director Compensation Plan. Therefore, this chart estimates the dollar value and number of shares that would have been awarded under the 2004 Omnibus Compensation Plan had it been in effect in fiscal 2004:

NEW BENEFITS UNDER PLAN

Brown-Forman 2004 Omnibus Compensation Plan

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RETIREMENT PLAN DESCRIPTIONS

This section describes the retirement and savings plans for our executives.

Retirement Plans: We maintain both tax-qualified retirement plans and nonqualified supplemental excess retirement plans. Most salaried employees participate in the Salaried Employees Retirement Plan. This plan provides monthly retirement benefits based on age at retirement, years of service and the average of the five highest consecutive years’ compensation during the final ten years of employment. These retirement benefits are not offset by Social Security benefits and are normally payable at age 65. A participant’s interest vests after five years of service. The following table shows the estimated annual benefits (straight life annuity) payable upon retirement at age 65 to participants at specified levels of compensation and years of service:

For example, an executive retiring at age 65 with 10 years of service whose average annual compensation for the five highest of the executive’s ten years of service was $400,000 would receive an estimated $67,917 annually for the remainder of the executive’s life.

Federal tax law limits the benefits we might otherwise pay to key employees under “qualified” plans such as the Salaried Employees Retirement Plan. Therefore, for certain key employees, we maintain a nonqualified Supplemental Excess Retirement Plan (SERP). The SERP provides retirement benefits to make up the difference between a participant’s accrued benefit calculated under the Salaried Employees Retirement Plan and the ceiling imposed by federal tax law. SERP participants may choose to get a discounted current cash payment instead of a SERP retirement benefit. The SERP also provides supplemental retirement benefits for certain key employees who join us in mid-career, subject to special vesting requirements.

For the Named Executive Officers, covered compensation for fiscal 2004 for these plans and service credited as of April 30, 2004, were as follows: Owsley Brown II, $1,677,114 and 30 years; Phoebe A. Wood, $739,428 and 3 years; Paul C. Varga, $677,012 and 17 years; James L. Bareuther, $689,988 and 9 years; and Michael B. Crutcher, $653,287 and 15 years.

Savings Plan: Subject to a maximum the IRS sets annually ($13,000 for calendar 2004), most participants in our Savings Plan may contribute between 1% and 50% of their compensation to their Savings Plan accounts. Our match of participants’ contributions is currently 5% (on the first 5% of the employee’s contribution), and vests fully after four years of service.

25

DIRECTOR COMPENSATION

This section describes how we compensate our directors.

Directors who are not employees are paid an annual retainer of $25,000, payable in six installments over the year. A director may elect to receive the retainer, or part of it, in stock options of equivalent value in lieu of cash. Under the Non-Employee Director Compensation Plan, each non-employee director also receives options for $25,000 worth of Class B Common Stock.¹ For fiscal 2004, each non-employee Director received options to purchase 3,018 shares with a per share exercise price of $39.23.

In addition to the retainer, non-employee directors receive a meeting fee of $3,500 per Board meeting attended in person (or $2,000 if attended by conference telephone call). A committee member receives $3,000 per committee meeting attended in person (or $2,000 if attended by conference telephone call). A committee chairman receives an additional fee of $1,500 for chairing the committee meeting.

On behalf of the Audit Committee, its Chairman conducts a quarterly review of the Company’s financial statements with the independent auditor. For each review he receives a $1,500 fee.

We reimburse all directors for reasonable and necessary expenses they incur in performing their duties as directors, and provide an additional travel allowance to directors who must travel to Board meetings from outside the United States.

We do not pay our two employee Directors (Messrs. Brown and Varga) any additional compensation for serving on our Board or any of its committees.

26

FIVE-YEAR PERFORMANCE GRAPH

This chart shows how Brown-Forman Class B Common Stock has performed against three stock indexes over the last five years.

This graph compares the cumulative total stockholder return on our Class B Common Stock against three indexes which include that stock: the Standard & Poor’s 500 Stock Index, the Dow Jones Consumer Non-Cyclical Index (110 companies) and the Dow Jones Food and Beverage Makers Index (38 companies). As a diversified producer of both beverage alcohol products and consumer durables including china, crystal, luggage, and silverware, our business does not fit easily into specific industry indexes. We included the Dow Jones Consumer Non-Cyclical Index as a diversified index, even though portions of our business are cyclical. The Dow Jones Food and Beverage Index provides you with the opportunity to compare our performance against the performance of other producers of consumer branded products (e.g., Campbell Soup, Hershey Foods, PepsiCo). Overall, we believe it is best to compare the cumulative total stockholder return on our Class B Common Stock not to a single index, but rather to trends shown by a review of several indexes.

These numbers assume that $100 was invested in our Class B stock and in a hypothetical stock fund consisting of all the shares in the comparative index on April 30, 1999. It also assumes that, for such investments, all quarterly dividends were reinvested at the average of the closing stock prices at the beginning and end of the quarter. The cumulative returns shown on the graph represent the value that these investments would have had on April 30 in the years since 1999.

27

APPROVAL OF BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN

This section sets out information you should know before you cast your vote on approval of the Brown-Forman 2004 Omnibus Compensation Plan.

You are being asked to approve the Brown-Forman 2004 Omnibus Compensation Plan (the “2004 Omnibus Plan” or the “Plan”). The Board adopted the Plan on May 27, 2004, subject to the stockholders’ approval. If the stockholders approve the 2004 Omnibus Plan at the annual meeting, it will replace both the Brown-Forman Omnibus Compensation Plan that has been in effect since 1994 (the “1994 Plan”) and the Brown-Forman Non-Employee Directors’ Compensation Plan that has been in effect since 1997 (the “Non-Employee Directors’ Plan”). If it is approved, no further awards will be granted under the 1994 Plan or the Non-Employee Directors’ Plan. The 2004 Omnibus Plan will become effective July 22, 2004 and will expire on April 30, 2014.

The Board is asking the stockholders to approve the 2004 Omnibus Plan so that the plan may be used to promote the interests of the Company and its stockholders by, among other things, (i) attracting and retaining key officers, employees and directors of the Company and its subsidiaries and affiliates, (ii) motivating these individuals by means of performance-related incentives to achieve long-range performance goals, and (iii) linking their compensation to the long term interests of the Company and its stockholders. The 2004 Omnibus Plan grants the Compensation Committee the authority to administer both long term and short term bonus plans that will enhance the Corporation’s ability to attract and retain high quality executives.

Key Features of the 2004 Omnibus Plan Include:

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Summary of the 2004 Omnibus Compensation Plan.

Administration. The Plan provides for the Management Compensation Review Committee of the Company to handle day-to-day administration, subject to the Compensation Committee of the Board’s authority to delegate another administrator or to assume administration itself. The full Board administers the Plan with respect to awards to members of the Board Compensation Committee. For awards to the Company’s Executive Officers, the Compensation Committee of the Board serves as the Plan Administrator.

Under the terms of the 2004 Omnibus Plan, the Plan Administrator is authorized to select participants, determine the type and number of awards to be granted, determine and later amend (subject to certain limitations) the terms and conditions of any award, interpret and specify the rules and regulations relating to the 2004 Omnibus Plan, and make all other determinations which may be necessary or desirable for the administration of the 2004 Omnibus Plan.

Shares Available for Awards under the Plan. Under the 2004 Omnibus Plan, the maximum number of shares that may be granted under the 2004 Omnibus Plan is 5,946,051 shares of common stock, (4,900,000 new shares plus 1,046,051 shares still available under the 1994 Plan). If any options or other awards made under the 1994 Plan terminate, are forfeited or cancelled, expire unexercised, or are settled for cash, the number of available shares under the 2004 Omnibus Plan will be increased by that number.

It has been and remains the Company’s policy that shares of common stock awarded under the 2004 Omnibus Plan generally will be shares that the Company has purchased, either in market transactions or private transactions. The Company does this so that Plan awards are non-dilutive to the stockholders, except for the dilution that results from an increase in the Company’s stock price over time. The Plan Administrator has discretion to time the purchases so that the market price of the Company’s stock will not be artificially affected by the repurchasing activity.

The Plan Administrator may adjust awards made under the 2004 Omnibus Plan to prevent dilution or enlargement of benefits or potential benefits intended to be awarded. Adjustments may be made in the event of stock dividend, reorganization, recapitalization, stock split, combination, merger, consolidation, a change in laws, regulations or accounting principles or other relevant unusual or nonrecurring event affecting the Company.

Eligibility. Officers, employees, and directors of the Company and its subsidiaries and affiliates are eligible for awards. Approximately 6,400 individuals are eligible to receive Plan awards.

Types of Awards. The Plan permits the Plan Administrator to grant stock options, stock appreciation rights, shares, restricted shares and market value units, performance units, and cash.

Stock Options and Stock Appreciation Rights. The Plan Administrator is authorized to grant stock options, including both incentive stock options and non-qualified stock options. The Plan Administrator will specify the terms of these grants. The Plan Administrator is also authorized to grant stock appreciation rights (SARs), either with or without a related option. As in the 1994 Plan, the Plan Administrator determines the option exercise price, but it may not be less than the fair

29

market value of a share of common stock on the grant date. No option or tandem SAR relating to an option may have a term longer than ten years.

Shares, Restricted Shares and Market Value Units. The Plan Administrator may grant shares of common stock, restricted shares and market value units. Restricted shares are shares of common stock subject to transfer and forfeiture limitations. A participant granted restricted shares generally has most of the rights of a Company stockholder with respect to the restricted shares, including dividend and voting rights.

Each market value unit entitles its holder to either one share of the Company’s common stock, as set forth in an applicable award agreement, or the equivalent value in cash. The Plan Administrator determines the applicable restrictions. The participant is credited with dividend equivalents on any vested market value units whenever the Company pays dividends to holders of common stock.

Performance Units. A performance unit consists of a right denominated in cash or shares of common stock, valued in accordance with the achievement of performance goals in a period established by the Plan Administrator. The Plan Administrator determines when the units are paid out. Performance units may be paid in a lump sum or in installments following the close of a performance period or on a deferred basis.

Non-Employee Director Awards. The Board may provide that all or a portion of a non-employee director’s annual retainer and/or other awards or compensation is payable in stock-based awards, either automatically or at the director’s election. Non-employee directors may also receive other awards pursuant to the 2004 Omnibus Plan, including options, SARs, restricted and non-restricted shares, and market value units.

Performance Periods. The performance period for an annual incentive award is the fiscal year. Performance periods for other awards can be one or more fiscal years, at the Plan Administrator’s discretion.

Terms & Conditions, Termination of Employment. The Plan Administrator determines the terms and conditions that apply to any award upon a Participant’s termination of employment with the Company, its subsidiaries and affiliates, and provides these terms in the applicable award agreement or in its regulations or guidelines. Terms and conditions may include limits on the transferability or disposal of an award and its forfeiture if employment terminates.

Amendment and Termination. The Board may amend, alter, suspend, discontinue or terminate the 2004 Omnibus Plan or any portion of it at any time, subject to stockholder approval if necessary to comply with tax or regulatory requirements. The Plan Administrator cannot amend the terms of previously granted options to reduce the exercise price or to cancel options and grant substitute options with a lower exercise price than the cancelled options. The Plan Administrator also may not adversely affect the rights of any award holder without the award holder’s consent. Otherwise, the Plan Administrator generally may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award, either prospectively or retroactively.

Acceleration Events. As in the 1994 Plan, in the event of a Change of Control of the Company (as defined in the 2004 Omnibus Plan): all outstanding options and SARs become immediately vested,

30

but do not become exercisable until the time they otherwise would; any restriction periods on restricted shares or market value units lapses; and all other awards are paid out pro rata based on the target payout opportunities attainable through the effective date of the Change in Control.

Other Terms of Awards. The Company has the right to withhold amounts to satisfy withholding and other tax obligations. The Plan Administrator may provide for additional cash payments to participants to defray taxes arising from the grant, vesting, exercise or payment of an award.

Certain Federal Income Tax Consequences. Tax consequences to the Company and participants receiving awards vary with the type of award. Generally, a participant does not recognize income, and the Company cannot take a deduction, upon the grant of an incentive stock option, a non-qualified option, an SAR, a restricted share, a market value unit or a performance unit. When a participant exercises an incentive stock option, he does not have taxable income (except that the alternative minimum tax may apply). When a participant exercises a non-qualified stock option, the participant generally recognizes ordinary income equal to the difference between the exercise price and fair market value of the common stock acquired.

Stock Options. If a participant sells shares acquired by exercising an incentive stock option within two years from the grant date and one year from the exercise date, the participant must generally recognize ordinary income equal to the difference between (i) the fair market value of the shares at the exercise date (or, if less, the amount realized when the participant disposes of the shares), and (ii) the exercise price. Otherwise, a participant’s disposition of shares acquired by exercising an option (including an incentive stock option for which the holding periods are met) generally will result in short term or long term capital gain or loss equal to the difference between the sale price and the participant’s tax basis in the shares. The tax basis generally is the exercise price plus any amount previously recognized as ordinary income in connection with the option exercise.

The Company’s tax deduction generally equals the amount the participant recognizes as ordinary income. The Company is not entitled to a tax deduction for amounts recognized by a participant as capital gain. Accordingly, the Company cannot take a tax deduction with respect to an incentive stock option if the participant holds the shares of common stock for the incentive stock option holding periods before disposing of the shares.

Stock Awards. Stock awards are generally taxed in the same manner as non-qualified stock options. However, a restricted stock award is subject to a “substantial risk of forfeiture” within the meaning of Internal Revenue Code Section 83 to the extent the award will be forfeited if the participant ceases to provide services to the Company. As a result, the participant will not recognize ordinary income at the award date. Instead, the participant will recognize ordinary income on the date when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The participant’s ordinary income equals the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date it is no longer subject to forfeiture.

The participant may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by filing an Internal Revenue Code Section 83(b) election. In that event, the ordinary income recognized, if any, is the difference between the amount paid for the stock, if any, and the fair market value of the stock on the award date, and the capital gain holding

31

period commences on that date. The ordinary income recognized by an employee will be subject to tax withholding by the Company. Unless limited by Internal Revenue Code section 162(m), the Company may take a deduction in the same amount as and at the time the employee recognizes ordinary income.

The participant also is subject to capital gains treatment on the subsequent sale of any common stock acquired through the exercise of an SAR, a market value unit or restricted share award. For this purpose, the participant’s basis in the common stock is its fair market value at the time the SAR or market value unit is exercised or the restricted share becomes vested (or is granted, if an Internal Revenue Code section 83(b) election is made). Performance units payable in cash or unrestricted shares are taxable as ordinary income at the time the participant attains the performance goals and the payments are made available to the participant. Performance units payable in restricted shares are taxable as restricted stock as described above.

Section 162(m) Limits. Internal Revenue Code section 162(m) generally disallows a public company’s tax deduction for compensation paid in excess of $1 million in any tax year to its Named Executive Officers (described on pages 20-21). However, compensation that qualifies as “performance-based compensation” is excluded from this limitation and is deductible. The Company intends that performance units and options granted (a) with an exercise price equal to or greater than 100% of fair market value of the underlying shares at the grant date, and (b) to employees whom the Compensation Committee expects to be Named Executive Officers when a deduction arises in connection with the awards, will qualify as “performance-based compensation” so that these awards will not be subject to the section 162(m) deduction limitations. Section 162(m) imposes specific requirements on certain performance awards, and the Plan directs the Plan Administrator to comply with these requirements. With respect to any Named Executive Officer, the maximum annual number of shares in respect of which all performance awards may be granted under the Plan is 250,000. Furthermore, with respect to any Named Executive Officer, the maximum amount of any award settled in cash is $4,000,000 for the first three Plan years, $5,000,000 for Plan years four to six, and $6,000,000 for all Plan years after the sixth until the expiration of the Plan.

The discussion above is only a summary of the 2004 Omnibus Plan and does not fully describe the Plan nor its income tax consequences. The Summary also does not address the effects of other federal taxes or taxes imposed under state, local or foreign tax laws. Participants are urged to consult a tax advisor as to their individual tax consequences. The Company also encourages participants to read the Plan itself, which is attached as an exhibit to this proxy statement. The terms of the Plan control over this summary.

The Plan is not intended to be a “qualified plan” under Internal Revenue Code section 401(a).

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN.

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OTHER INFORMATION

This section sets out other information you should know before you cast your vote.

Transactions with Management.

Directors Owsley Brown II and Paul C. Varga are employees and officers of Brown-Forman, and are compensated as detailed in this Proxy Statement. With the exception of the compensation and reimbursement they receive as Directors (disclosed on page 26), none of our other Directors receives any compensation from Brown-Forman or engages in any financial transactions with us, except as follows:

Mr. Barry D. Bramley served as the non-executive Chairman of the Board of Directors of Lenox, Incorporated through the end of fiscal 2004, and was compensated for his services. As Chairman, Mr. Bramley received an annualized retainer of $237,500 paid in monthly installments during fiscal 2004, as well as reimbursement for all reasonable and necessary expenses incurred in performing the duties of Chairman.

Laura Lee Lyons Brown, who is not a Director, is the sister of Directors Geo. Garvin Brown III and Dace Brown Stubbs. Ms. Brown owns a parking garage in downtown Louisville, next to Company offices at West Main Street. We lease, at market rates, a number of parking positions in this garage, and pay additional amounts for validations of parking for customers and visitors. In fiscal 2004, the total expense under this arrangement was $112,410. It should be emphasized that neither Geo. Garvin Brown III nor Dace Brown Stubbs has any investment in this garage.

Appointment of Independent Accountants.

Our Audit Committee has appointed PricewaterhouseCoopers LLP as the independent certified public accountants to audit our consolidated financial statements for the fiscal year ending April 30, 2005. Through its predecessor, Coopers & Lybrand L.L.P., PricewaterhouseCoopers LLP has served us in this capacity continuously since 1933. We know of no direct or material indirect financial interest that PricewaterhouseCoopers LLP has in us or any of our subsidiaries, or of any connection with us or any of our subsidiaries by PricewaterhouseCoopers LLP in the capacity of promoter, underwriter, voting trustee, director, officer, or employee.

A PricewaterhouseCoopers LLP representative will attend the annual meeting, will be given the opportunity to make a statement if he or she wants to, and will be available to respond to appropriate questions.

Other Proposed Action.

As of June 29, 2004, we know of no business to come before the meeting other than the election of directors and consideration and approval of the 2004 Omnibus Compensation Plan. If any other business should properly be presented to the meeting, however, the proxies will be voted in accordance with the judgment of the persons holding them.

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Stockholder Proposals for 2005 Annual Meeting.

If you have a proposal you want to be considered at the 2005 Annual Stockholders Meeting and to be included in the proxy materials for that meeting, we must receive it in writing by March 2, 2005.

By Order of the Board of Directors
Michael B. Crutcher
Secretary

Louisville, Kentucky
June 29, 2004

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Exhibit A

BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN

Unless the context clearly requires otherwise, references to “Sections” and “Articles” are to sections and articles of this plan, and capitalized terms have the meaning assigned to them below. All references to statutes or regulations mean those statutes or regulations as amended from time to time, and any successors to those statutes or regulations.

ARTICLE 1
ESTABLISHMENT, OBJECTIVES AND DURATION

ARTICLE 2
DEFINITIONS

Whenever used in the Plan, the following terms shall have the following meanings:

E-2

E-3

E-4

E-5

E-6

E-7

E-8

ARTICLE 3
ADMINISTRATION

E-9

E-10

ARTICLE 4
SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

E-11

ARTICLE 5
ELIGIBILITY AND PARTICIPATION

E-12

E-13

E-14

ARTICLE 6
ANNUAL INCENTIVE AWARDS

ARTICLE 7
LONG TERM INCENTIVE AWARDS

E-15

E-16

E-17

E-18

E-19

E-20

E-21

E-22

ARTICLE 8
PERFORMANCE MEASURES

E-23

E-24

ARTICLE 9
BENEFICIARY DESIGNATION

ARTICLE 10
DEFERRALS/GRANTS TO NON-EMPLOYEE DIRECTORS

E-25

ARTICLE 11
CHANGE IN CONTROL

E-26

E-27

E-28

ARTICLE 12
AMENDMENT, MODIFICATION AND TERMINATION

ARTICLE 13
WITHHOLDING

E-29

ARTICLE 14
INDEMNIFICATION

ARTICLE 15
LEGAL CONSTRUCTION

E-30

E-31

PROXY

BROWN-FORMAN CORPORATION

This Proxy Solicited on Behalf of the Board of Directors.

For Use by Holders of Shares of Class A Common Stock
Annual Stockholders Meeting, July 22, 2004

     THE UNDERSIGNED hereby appoint(s) Owsley Brown II, Michael B. Crutcher, and William M. Street, and each of them attorneys and proxies, with power of substitution, to vote all of the shares of Class A Common Stock of Brown-Forman Corporation standing of record in the name of the undersigned at the close of business on June 14, 2004, at the Annual Meeting of Stockholders of the Corporation, to be held on July 22, 2004, and at all adjourned sessions thereof, in accordance with the Notice and the Proxy Statement received, for the election of directors of the Corporation, and upon such other matters as may properly come before the meeting.

You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this card.

SEE REVERSE
SIDE         

This proxy when properly executed will be voted in the manner directed below by the undersigned stockholder(s).

If no direction is given, this proxy will be voted FOR the election of the directors named.

SIGNATURE(S)                                                                                                 DATE:                                                        , 2004

NOTE: Please mark, sign, date and return the proxy card promptly using the enclosed envelope. This proxy must be signed exactly as the name or names appear above. If you are signing as a trustee, executor, etc., please so indicate.