THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Brown-Forman Corporation (BFB)

7/5/2006 Proxy Information

Directors Owsley Brown II and Dace Brown Stubbs are first cousins. Director Martin S. Brown, Jr. is the nephew of Owsley Brown II. Director Geo. Garvin Brown IV is the nephew of Dace Brown Stubbs.

Directors Owsley Brown II and Paul C. Varga are employees and officers of Brown-Forman, and are compensated as detailed in this Proxy Statement. Director Geo. Garvin Brown IV is a Vice President of Brown-Forman Beverages, Europe, Ltd. and is brand director for Jack Daniel’s for Europe, Africa and Eurasia. During fiscal 2006, Mr. Brown received a base salary of $133,625 and performance bonuses of $81,833. The Company paid Mr. Brown a net amount of $300,686 during fiscal 2006 for certain costs associated with living abroad, including housing costs and a cost of living allowance. His total compensation, including $41,674 in Company-paid group benefits and perquisites, was $557,818. During fiscal 2006, Mr. Brown also received stock appreciation rights (SARs) with respect to 515 shares of the Company’s Class B Common Stock, with an exercise price of $59.18. The SARs expire April 30, 2015. Mr. Brown’s compensation is consistent with that of our similarly situated employees.

With the exception of the compensation and reimbursement they receive as directors (disclosed on page 33), none of our other directors receives any compensation from Brown-Forman or engages in any financial transactions with us, except as follows:

Laura Lee Lyons Brown, who is not a director, is the sister of Directors Dace Brown Stubbs and Geo. Garvin Brown III. 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 2006 the total expense under this arrangement was $187,634. In addition, Ms. Brown is an investor in the 21c Museum Hotel. We rented hotel rooms and provided meals and entertainment at 21c, at market rates, to various corporate guests. The amount paid to 21c for these expenses in fiscal 2006 was $230,311. It should be emphasized that none of our directors has any investment in the parking garage or 21c Museum Hotel.

As a family controlled company, Brown-Forman employs individuals who are related to our directors, executive officers and major shareholders. Currently we employ eight individuals (including Directors Geo. Garvin Brown IV, Owsley Brown II and Paul C. Varga) who are either beneficial owners of more than 5% of our Class A Common stock, or family members of directors, executive officers, or beneficial owners of more than 5% of our Class A Common Stock. The aggregate compensation paid by the Company to each of these employees exceeds $60,000. We compensate these individuals in a manner consistent with our policies that apply to all employees. We employ no immediate family member of an independent director.

7/1/2005 Proxy Information

Owsley Brown II and Ina Brown Bond are siblings and also are first cousins of Dace Brown Stubbs and Geo. Garvin Brown III, who are also siblings. Each of these four is a first cousin of Owsley Brown Frazier. Due to their positions as Directors, their family relationships, and their beneficial ownership of our Class A Common Stock, each may be considered a “control person” of Brown-Forman.

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 2005 the total expense under this arrangement was $139,982. It should be emphasized that neither Geo. Garvin Brown III nor Dace Brown Stubbs has any investment in this garage. In addition, Ms. Brown is a director of Lenox, Incorporated. In that role she received $18,000 in retainer and meeting fees during fiscal 2005.

Director Owsley Brown Frazier is a former director of Lenox, Incorporated. In that role he received a retainer fee of $1,667 in fiscal 2005 before retiring from that Board. Laura L. Frazier, daughter of Owsley Brown Frazier, is also a director of Lenox, Incorporated, and in that role she received $16,000 in retainer and meeting fees during fiscal 2005.

Because of Mr. Street's position as a Director as well as his beneficial ownership of our Class A Common Stock (1,673,374 shares), he may be considered a "control person" of Brown-Forman.

As a family controlled company, Brown-Forman employs individuals who are related to our directors, executive officers and major shareholders. Currently we employ six family members of either directors, executive officers, or beneficial owners of more than 5% of our stock. The aggregate compensation paid by the Company to each of these employees exceeds $60,000. We compensate these individuals in a manner consistent with our policies that apply to all employees. We employ no immediate family member of an independent director.

6/30/2004 Proxy Information

Owsley Brown II and Ina Brown Bond are siblings and also are first cousins of Dace Brown Stubbs and Geo. Garvin Brown III, who are also siblings. Each of these four is a first cousin of Owsley Brown Frazier.

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.

Mr. Street was President of Brown-Forman Corporation from November 2000 through September 2003 and Vice Chairman from 1987 to 2000. Mr. Street was also President and Chief Executive Officer of Brown-Forman Beverages Worldwide (a division of Brown-Forman) from 1994 through September 2003.

7/1/2003 Proxy Information

Owsley Brown II and Ina Brown Bond are siblings and also are first cousins of Dace Brown Stubbs and Geo. Garvin Brown III, who are also siblings. Each of these four is a first cousin of Owsley Brown Frazier.

Directors Owsley Brown II and William M. Street 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 20), 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 receives compensation for serving as the non-executive Chairman of the Board of Directors of Lenox, Incorporated. As Chairman, Mr. Bramley received an annualized retainer of $230,000 paid in monthly installments during fiscal 2003, a long-term performance based bonus of $402,000 paid at the beginning of fiscal 2003 in respect of prior period performance, as well as reimbursement for all reasonable and necessary expenses incurred in performing the duties of Chairman.

Laura Lee Lyons Brown is the sister of our directors George 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 2003, the total expense under this arrangement was $115,210. It should be emphasized that neither George Garvin Brown III nor Dace Brown Stubbs has any investment in this garage.