Form Non-employee Director Stock Appreciation Right Award

BROWN-FORMAN 2004 OMNIBUS COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR STOCK APPRECIATION RIGHT AWARD


Capitalized terms used below have the definitions assigned to them in the
Brown-Forman 2004 Omnibus Compensation Plan, effective July 22, 2004
(the "Plan"), or as defined herein.


SUMMARY - -------------------------------------------------------------------------------- Participant: [NAME] - -------------------------------------------------------------------------------- Grant Date: [DATE] - -------------------------------------------------------------------------------- First Exercise Date: [DATE] - -------------------------------------------------------------------------------- Expiration Date: [DATE] - -------------------------------------------------------------------------------- Number of Shares: [NUMBER] - -------------------------------------------------------------------------------- Class of Shares: BROWN-FORMAN CORPORATION CLASS B COMMON - -------------------------------------------------------------------------------- Grant Price: $[PRICE] - --------------------------------------------------------------------------------


THIS AWARD, effective as of the Grant Date set out above, represents the grant of a stock appreciation right by Brown-Forman Corporation, a Delaware corporation (the "Company") to the Participant named above, who is a Non-Employee Director of the Company pursuant to the Plan.


1. GRANT OF STOCK APPRECIATION RIGHT. The Company hereby grants to the Participant a Stock-settled Stock Appreciation Right (the "SSAR"), subject to the terms and conditions set out within this Award and to the terms of the Plan.


2. VALUE OF THE SSAR. The SSAR shall entitle the Participant, upon exercise of the SSAR (in whole or in part), to receive from the Company an amount (payable in the form of Class B Common Shares) determined by multiplying:


A) the appreciated value of one Class B Common Share, calculated as the Fair
Market Value of one Class B Common Share on the date of exercise minus the
Grant Price as shown above; by


B) the number of Class B Common Shares with respect to which the SSAR is
exercised.


3. TERM. The term of this Award is for a period of ten years from the first day of the fiscal year of grant. The SSAR will become exercisable on the First Exercise Date shown above, and it must be exercised before the close of business on the Expiration Date shown above.


4. HOW TO EXERCISE THE SSAR. The SSAR may be exercised by delivery of written notice in a prescribed form to the Company at its executive offices, addressed to the attention of the Compensation Department in Louisville, Kentucky. Such notice shall state the Participant's intention to exercise the SSAR and shall provide the number of Class B Common Shares as to which the SSAR is to be exercised. Such written notice must be signed by the Participant or his or her legal representative. SSAR's may be exercised in whole or in part, but not for fewer than 500 shares at any one time, unless the SSAR being exercised has less than 500 remaining shares.


As soon as practicable after the receipt of the Participant's written notice to exercise the SSAR (in whole or in part), the Company shall cause to be delivered to the Participant or his or her legal representative, as the case may be, one or more certificates for the Class B Common Shares


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due to the Participant upon exercise. The Class B Common Share certificate(s) shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the name of the Participant and the Participant's spouse).


5. FORM OF PAYMENT. The Company shall satisfy its obligation upon the Participant's exercise of the SSAR (in whole or in part) in Class B Common Shares based upon the Fair Market Value or the Company's Class B Common Shares on the date of exercise, as determined by the Plan Administrator in its sole discretion. Notwithstanding the foregoing, no fractional Share shall be distributed in settlement of the SSAR and any portion of the SSAR which would be settled in a fractional Share shall be rounded up to a whole Share with no additional payment to be made in cash except as otherwise permitted by the Internal Revenue Service under an exemption from the application of IRC Section 409A.


6. TERMINATION OF SERVICE. In the event the Participant does not remain a Non-Employee Director of the Company during the term of the SSAR, the following rules will apply:


A) Voluntary Retirement. If the Board Service of the Participant terminates by
reason of Voluntary Retirement from Board Service, the SSAR will continue
in force until the earlier of (a) the Expiration Date; or (b) the end of
seven years following the date o ...