SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
(Name of issuer)
(Title of class of securities)
(CUSIP number)
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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(1)
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Owsley Brown
Frazier
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
415,514
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(6)
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Shared voting power
5,653,921
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(7)
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Sole dispositive power
415,514
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(8)
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Shared dispositive power
5,653,921
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(9)
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Aggregate amount beneficially
owned by each reporting person
6,069,435
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by
amount in Row (9)
10.8%
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(12)
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Type of reporting person (see
instructions)
IN
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(1)
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Laura L. Frazier
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
147,049
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(6)
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Shared voting power
5,657,161
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(7)
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Sole dispositive power
147,049
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(8)
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Shared dispositive power
5,657,161
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(9)
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Aggregate amount beneficially
owned by each reporting person
5,804,210
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by
amount in Row (9)
10.3%
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(12)
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Type of reporting person (see
instructions)
IN
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(1)
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Catherine Amelia Frazier
Joy
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
164,440
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(6)
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Shared voting power
5,705,995
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(7)
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Sole dispositive power
164,440
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(8)
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Shared dispositive power
5,705,995
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(9)
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Aggregate amount beneficially
owned by each reporting person
5,870,435
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by
amount in Row (9)
10.4%
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(12)
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Type of reporting person (see
instructions)
IN
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(1)
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Owsley Brown Frazier 2011 Irrevocable
Trust Agreement #1 dated November 25, 2011, Laura L. Frazier, Trustee
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
0
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(6)
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Shared voting power
5,653,921
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(7)
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Sole dispositive power
0
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(8)
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Shared dispositive power
5,653,921
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(9)
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Aggregate amount beneficially
owned by each reporting person
5,653,921
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by
amount in Row (9)
10.0%
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(12)
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Type of reporting person (see
instructions)
OO*
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*
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The Reporting Person is a trust established under the laws of Kentucky.
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(1)
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Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
The Amelia Brown Frazier Trust U/A
dated April 13, 1961 for the Benefit of Owsley Brown Frazier, The Glenview Trust Company, Trustee
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
United States of America
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
0
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(6)
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Shared voting power
5,653,921
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(7)
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Sole dispositive power
0
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(8)
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Shared dispositive power
5,653,921
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(9)
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Aggregate amount beneficially
owned by each reporting person
5,653,921
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions).
N/A
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(11)
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Percent of class represented by
amount in Row (9)
10.0%
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(12)
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Type of reporting person (see
instructions)
OO*
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*
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The Reporting Person is a trust established under the laws of Kentucky.
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Item 1(a) and 1(b). Name of Issuer and Address of Issuers Principal
Executive Offices:
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
Item 2(a). Names of persons filing:
The persons reporting on this Schedule 13G are Owsley Brown Frazier, Laura L. Frazier, Catherine Amelia Frazier Joy, Owsley Brown Frazier 2011 Irrevocable Trust Agreement #1 dated November 25, 2011,
Laura L. Frazier, Trustee, and The Amelia Brown Frazier Trust U/A dated April 13, 1961, for the Benefit of Owsley Brown Frazier, The Glenview Trust Company, Trustee.
Item 2(b). Address of principal business office or, if none, residence:
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Principal Business Address of Owsley Brown Frazier:
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5224 Avish Lane
Harrods
Creek,
Kentucky 40027
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Principal Business Address of Laura L. Frazier:
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731 E. Main Street
Louisville,
Kentucky
40202
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Principal Business Address of Catherine Amelia Frazier Joy:
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P.O. Box 640
Goshen,
Kentucky
40026
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Principal Business Address of Owsley Brown Frazier 2011 Irrevocable Trust Agreement #1 dated November 25, 2011,
Laura L. Frazier, Trustee
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731 E. Main Street
Louisville,
Kentucky
40202
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Principal Business Address of The Amelia Brown Frazier
Trust U/A dated April 13, 1961, for the benefit of Owsley
Brown Frazier, Glenview Trust
Company, Trustee:
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4969 U.S. Highway 42,
Suite
2000
Louisville, Kentucky
40222
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Item 2(c). Citizenship:
Each of the individual Reporting Persons is a U.S. citizen. Each
of the trusts is domiciled in Kentucky
.
Item 2(d). Title of class of securities:
Brown-Forman
Corporation Class A Common Stock
Item 2(e). CUSIP No.:
0115637-10-0
Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
The Class A Common Stock beneficially owned by each reporting person as of December 31, 2010 is as follows:
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Reporting Person
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Number of Shares Owned
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Owsley Brown Frazier:
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Beneficially Owned:
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6,069,435
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Percent of Class:
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10.8%
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Sole Voting Power:
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415,514
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Shared Voting Power:
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5,653,921
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Sole Dispositive Power:
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415,514
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Shared Dispositive Power:
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5,653,921
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Laura L. Frazier:
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Beneficially Owned:
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5,804,210
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Percent of Class:
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10.3%
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Sole Voting Power:
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147,049
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Shared Voting Power:
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5,657,161
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Sole Dispositive Power:
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147,049
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Shared Dispositive Power:
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5,657,161
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Catherine Amelia Frazier Joy:
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Beneficially Owned:
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5,870,435
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Percent of Class:
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10.4%
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Sole Voting Power:
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164,440
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Shared Voting Power:
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5,705,995
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Sole Dispositive Power:
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164,440
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Shared Dispositive Power:
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5,705,995
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Owsley Brown Frazier
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Beneficially Owned:
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5,653,921
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2011 Irrevocable Trust Agreement #1
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Percent of Class:
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10.0%
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Dated November 25, 2011,
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Sole Voting Power:
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0
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Laura L. Frazier, Trustee
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Shared Voting Power:
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5,653,921
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Sole Dispositive Power:
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0
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Shared Dispositive Power:
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5,653,921
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The Amelia Brown Frazier Trust U/A
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Beneficially Owned:
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5,653,921
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Dated April 13, 1961, for the benefit
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Percent of Class:
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10.0%
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Of Owsley Brown Frazier, the
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Sole Voting Power:
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0
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Glenview Trust Company as Trustee
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Shared Voting Power:
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5,653,921
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Sole Dispositive Power:
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0
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Shared Dispositive Power:
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5,653,921
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This amendment to Schedule 13G is filed to report (1) the termination of the Owsley Brown Trust
under Will Dated March 1, 1948, as modified by Codicils (Owsley Brown Frazier Share), which results in such trusts departure from the group described in this Schedule 13G; and (2) the addition of the Owsley Brown Frazier 2011
Irrevocable Trust Agreement #1 dated November 25, 2011 to the group. Owsley Brown Frazier, Laura L. Frazier, Catherine Amelia Frazier Joy, The Amelia Brown Frazier Trust U/A dated April 13, 1961 for the benefit of Owsley Brown Frazier, and
Owsley Brown Frazier 2011 Irrevocable Trust Agreement #1 dated November 25, 2011, Laura L. Frazier, Trustee, have agreed in principle to act together, through the formation of Avish Agincourt, LLC, for the purpose of voting and holding equity
securities of the Issuer. Therefore, for purposes of this Schedule 13G, each may be deemed to have acquired beneficial ownership of the equity securities of the Issuer beneficially owned by each of the other Reporting Persons. As of
November 25, 2011, the aggregate beneficial ownership of the undersigned Reporting Persons is 6,436,238 shares of Class A Common Stock, or 11.4% of the issued and outstanding Class A Common Stock of the issuer.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Each of the undersigned is a party to the Operating Agreement of Avish Agincourt, LLC, a Delaware limited liability company (the LLC), for the purpose of voting and holding equity securities of the
Issuer. The LLC holds in the aggregate 5,653,921 shares (LLC Shares), or 10.0%, of the issued and outstanding Class A Common Stock of the Issuer. The LLC has the right to receive the dividends and the proceeds of sale from the LLC Shares.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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N/A
Item 8.
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Identification and Classification of Members of the Group.
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See Item 2.
Item 9.
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Notice of Dissolution of Group.
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N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 6, 2011
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/s/ Holli H. Lewis
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Owsley Brown Frazier, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated May 17, 2007
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/s/ Holli H. Lewis
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Catherine Amelia Frazier Joy, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated June 11, 2007
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/s/ Holli H. Lewis
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Laura L. Frazier, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated May 22, 2007
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By:
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/s/ Holli H. Lewis
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Owsley Brown Frazier 2011 Irrevocable Trust Agreement #1 dated November 25, 2011,
Laura L. Frazier, Trustee, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated December 5, 2011
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By:
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/s/ Holli H. Lewis
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The Amelia Brown Frazier Trust U/A dated
April 13, 1961, for the Benefit of Owsley
Brown Frazier, The Glenview Trust
Company, Trustee, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated June 13, 2007
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AGREEMENT AMONG REPORTING PERSONS
The undersigned hereby agree as follows:
1.
Each of them is individually eligible to use the Schedule 13G, as amended, to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
2. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: December 6, 2011
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/s/ Holli H. Lewis
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Owsley Brown Frazier, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated May 17, 2007
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/s/ Holli H. Lewis
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Catherine Amelia Frazier Joy, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated June 11, 2007
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/s/ Holli H. Lewis
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Laura L. Frazier, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated May 22, 2007
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By:
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/s/ Holli H. Lewis
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Owsley Brown Frazier 2011 Irrevocable
Trust Agreement #1 dated November 25, 2011,
Laura L. Frazier, Trustee, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated December 5, 2011
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By:
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/s/ Holli H. Lewis
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The Amelia Brown Frazier Trust U/A dated
April 13, 1961, for the Benefit of Owsley
Brown Frazier, The Glenview Trust
Company, Trustee, by Holli H. Lewis,
Attorney-in-Fact, pursuant to Power of Attorney
dated June 13, 2007
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POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the undersigneds true and lawful attorney-in-fact
to:
1.
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prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the Act) and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
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2.
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by
law or advisable to such persons as the attorney-in-fact deems appropriate; and
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3.
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take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
the attorney-in-fact may approve in the attorney-in-facts discretion.
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The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the Corporation) assuming, (i) any of the undersigneds
responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements. This Power of Attorney does not relieve the undersigned from the
undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The undersigned agrees that each such attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5
th
day of December, 2011.
The Owsley Brown Frazier 2011 Irrevocable Trust
#1 dated November 25, 2011
/s/ Laura L.
Frazier
By: Laura L. Frazier, Trustee
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the undersigneds true and lawful attorney-in-fact
to:
1.
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prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the Act) and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
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2.
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by
law or advisable to such persons as the attorney-in-fact deems appropriate; and
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3.
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take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
the attorney-in-fact may approve in the attorney-in-facts discretion.
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The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the Corporation) assuming, (i) any of the undersigneds
responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements. This Power of Attorney does not relieve the undersigned from the
undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The undersigned agrees that each such attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of
Attorney may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13
th
day of June, 2007.
AMELIA BROWN FRAZIER TRUST UNDER AGREEMENT F/B/O OWSLEY BROWN FRAZIER
By: The Glenview Trust Company, Trustee
By:
/s/ Tawana Edwards
Tawana Edwards, Principal
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the undersigneds true and lawful attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the Act) and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
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2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by
law or advisable to such persons as the attorney-in-fact deems appropriate; and
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3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
the attorney-in-fact may approve in the attorney-in-facts discretion.
|
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the Corporation) assuming, (i) any of the undersigneds
responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements. This Power of Attorney does not relieve the undersigned from the
undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The undersigned agrees that each such attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of
Attorney may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17
th
day of May, 2007.
/s/ Owsley Brown Frazier
OWSLEY BROWN
FRAZIER
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the undersigneds true and lawful attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the Act) and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by
law or advisable to such persons as the attorney-in-fact deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
the attorney-in-fact may approve in the attorney-in-facts discretion.
|
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the Corporation) assuming, (i) any of the undersigneds
responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements. This Power of Attorney does not relieve the undersigned from the
undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The undersigned agrees that each such attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of
Attorney may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd
day of May, 2007.
/s/ Laura L. Frazier
LAURA L. FRAZIER
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the undersigneds true and lawful attorney-in-fact
to:
1.
|
prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the Act) and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority, and provide a copy as required by
law or advisable to such persons as the attorney-in-fact deems appropriate; and
|
3.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
the attorney-in-fact may approve in the attorney-in-facts discretion.
|
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the Corporation) assuming, (i) any of the undersigneds
responsibilities to comply with Section 16 or Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such requirements. This Power of Attorney does not relieve the undersigned from the
undersigneds obligations to comply with the requirements of the Act, including without limitation the reporting requirements under Section 16 or Sections 13(d) or 13(g) thereunder. The undersigned agrees that each such attorney-in-fact
may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
This Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigneds holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of
Attorney may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11
th
day of June, 2007.
/s/ Catherine Frazier Joy
CATHERINE
FRAZIER JOY
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