Restricted Stock Plan

Exhibit 10(b)


BROWN-FORMAN CORPORATION
RESTRICTED STOCK PLAN


DEFINITIONS


BOARD: the Company's Board of Directors.


COMPANY: Brown-Forman Corporation, a Delaware corporation.


EARNINGS PER SHARE: the Company's audited earnings per share as presented in the Company's Annual Report, as adjusted for the after-tax effect of incentive awards under incentive plans maintained by the Company. The Plan Administrator may adjust Earnings Per Share for the purposes of this Plan to account for changes in the accounting principles during the Fiscal Year, the impact of acquisitions during the Fiscal Year, and extraordinary or unusual items.


ESCROW AGENT: National City Trust (formerly First Kentucky Trust Company).


FISCAL YEAR: a year beginning May 1 and ending April 30.


PARTICIPANTS: participants in the Plan. (See Section 3 for eligibility.)


PLAN: the Brown-Forman Corporation Restricted Stock Plan.


PLAN ADMINISTRATOR: the Compensation Committee of the Board.


RESTRICTED STOCK: Class A Common Stock and/or Class B Common Stock of the Company, restricted as set forth below, which is purchased and held by the Escrow Agent in the name of the Plan's Participants.


SALARY: the straight-time annualized amount (before deferrals) paid to a Participant for work performed, excluding seasonal supplement, bonus, long-term incentive, and expense reimbursement payments of all kinds.


SALARY GRADE MIDPOINT: the middle value of the range of salary levels typically permitted for a given grade or rank assigned to a Participant.


STEP: a move of one salary grade in the same bonus group or a move of one bonus group in the same salary grade.


SUBSIDIARY: a corporation, a majority of the outstanding shares of voting stock of which the Company owns, directly or indirectly.


WINDOW PERIOD: a period beginning on the third business day following the public release of the Company's quarterly or annual sales and earnings information, and ending on the twelfth business day following such public release.


1. OBJECTIVES: The Plan's objectives are to:
(a) optimize the Company's profitability and growth through long-term stock
incentives, consistent with the Company's other goals;


(b) encourage teamwork among members of management staffs and excellence in
the performance of individual responsibilities;


(c) provide significant rewards for those members of management who make
significant contributions to the Company's success; and


(d) allow Participants to share in the Company's long-term success.


2. PLAN ADMINISTRATOR: The Plan Administrator shall construe, interpret, and
administer the Plan subject to the limitations set forth below.


3. ELIGIBILITY:
(a) Participation in this Plan is limited to those employees of the Company
and its Subsidiaries who, because of their position and responsibilities,
constitute (in the opinion of the Plan Administrator) key members of the
Company's management.


(b) Members of the Board who are also employees of the Company or a
Subsidiary may participate in the Plan; other Board members may not.


(c) A person compensated on a fee or retainer basis, as distinguished from
salary, may not participate in the Plan.


4. EFFECTIVE DATE: This Plan shall be effective starting with Fiscal Year 1989,
and shall remain in effect until the Board terminates it.


5. PARTICIPATION:
(a) (1) Five groups are eligible to participate in the Plan:
Group I-A: Chief Executive Officer
Group I-B: Other top decision makers
Groups II-A and II-B: Other key senior management decision makers
Group III-A: Other key executives and managers

(2) During a Fiscal Year, the Plan Administrator may add a Participant
to a group or change a Participant's eligibility in the Plan due to a
Participant's hiring or promotion. Changes in eligibility due to a
promotion of three or more steps for a twelve month period will be based
on 50% of the old bonus award eligibility plus 50% of the new bonus
award eligibility. A newly hired Participant's length of service, for
proration purposes, will be calculated based on the Participant's date
of employment (rounded to the nearest one-half month). Awards to
promoted Participants will be prorated based on the date of promotion
(rounded to the nearest one-half month).


(b) Awards will be determined for Participants within each group as follows:
(1) Groups I-A and I-B - Top Decision Makers: For each Fiscal Year, the
Plan Administrator will establish Earnings Per Share goals (threshold,
plan, and maximum) upon which the awards for Group I-A and I-B
Participants ...