UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Brown-Forman Corporation

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June 27, 2008

Dear Brown-Forman Stockholder:

It is our pleasure to invite you to attend Brown-Forman Corporation’s 2008 Annual Meeting of Stockholders, which will be held:

Thursday, July 24, 2008
9:30 A.M. (Eastern Daylight Time)
Brown-Forman Conference Center
850 Dixie Highway
Louisville, Kentucky 40210

We hope to see you on July 24. All Class A Stockholders are urged to complete and return the enclosed Proxy Card as soon as possible, whether or not you plan to attend the Annual Meeting. Your vote is very important to us.

Sincerely,

Paul C. Varga,		Geo. Garvin Brown IV,
Chairman and		Presiding Chairman of the
Chief Executive Officer		Board of Directors

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 in the Conference Center at our corporate offices, 850 Dixie Highway, Louisville, Kentucky 40210, at 9:30 A.M. (Eastern Daylight Time), on Thursday, July 24, 2008.

We are holding this meeting for the following purposes, which are more fully described in the accompanying Proxy Statement:

	•		To elect a board of thirteen directors; and
	•		To transact such other business as may properly come before the meeting.

Only Class A stockholders of record at the close of business on June 16, 2008, are entitled to vote at the meeting. Holders of Class B Common Stock are welcome to attend the meeting but may not vote. We will not close the stock transfer books in advance of the meeting. Class A stockholders may vote either in person or by proxy, which means that you designate someone else to vote your shares.

If you are a Class A stockholder, whether or not you plan to attend the meeting, PLEASE complete, sign, and date the enclosed Proxy Card and return it promptly in the enclosed envelope. Submitting a proxy will not affect your right to vote your shares differently if you attend the meeting in person. We are not asking for Proxy Cards from holders of Class B Common Stock.

We enclose separately for your review a copy of our Annual Report for the fiscal year ended April 30, 2008.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 24, 2008:

The Notice of Annual Meeting, Proxy Statement, and 2008 Annual Report to Stockholders are available at
www.brown-forman.com/proxy

PROXY STATEMENT
TABLE OF CONTENTS

QUESTIONS AND ANSWERS			1
INTRODUCTION			5
ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE			9
Policies and Practices			9
Our Board of Directors			9
Changes to Our Board Since the 2007 Annual Meeting			10
We are a “Controlled Company”			10
Our Independent Directors			10
Board Meetings			11
Board Committees			11
Executive Sessions of Our Non-Management and Our Independent Directors			13
Mandatory Retirement for Directors			13
How Can You Communicate With Our Board of Directors?			14
STOCK OWNERSHIP			15
Voting Stock Owned by “5% Beneficial Owners”			15
Stock Owned by Directors and Executive Officers			19
Section 16(a) Beneficial Ownership Reporting Compliance			20
AUDIT COMMITTEE			21
Audit Committee Report			21
Fees Paid to Independent Registered Public Accounting Firm			22
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			22
EXECUTIVE COMPENSATION			23
Overview			23
Compensation Discussion and Analysis			24
Compensation Committee Report			35
Summary Compensation Table for Fiscal 2008			36
Grants of Plan-Based Awards for Fiscal 2008			39
Outstanding Equity Awards as of April 30, 2008			41
Option Exercises and Stock Vested for Fiscal 2008			43
Pension Benefits			44
Potential Payments Upon Change-In-Control Or Termination			46
DIRECTOR COMPENSATION			49
Elements of Compensation			49
OTHER INFORMATION			53
Certain Relationships and Related Transactions			53
Appointment of Independent Registered Public Accounting Firm			55
Other Proposed Action			55
Stockholder Proposals for 2009 Annual Meeting			55

QUESTIONS AND ANSWERS

This section sets forth certain frequently asked questions and answers about the Proxy Statement and the Annual Meeting.

Q:		Why did I receive these proxy materials?
A:		The Board of Directors of Brown-Forman Corporation provides you these proxy materials so that you may cast your vote knowledgeably on the matters to be considered at the 2008 Annual Meeting of Stockholders. The meeting will take place on Thursday, July 24, 2008, at 9:30 A.M. (Eastern Daylight Time), in the Conference Center at our corporate offices, 850 Dixie Highway, Louisville, Kentucky 40210. We began mailing this Proxy Statement and accompanying materials on or about June 27, 2008, to holders of record of our Class A Common Stock at the close of business on June 16, 2008, the record date for the 2008 Annual Meeting.
Q:		What is the record date and what does it mean?
A:		The Board has set June 16, 2008, as the record date for the 2008 Annual Meeting. Holders of our Class A Common Stock at the close of business on the record date are entitled to receive notice of the meeting and to vote at the meeting. If you purchase Class A Common Stock after the record date, you may vote those shares only if you receive a proxy to do so from the person who held the shares on the record date.
Q:		What information is contained in these proxy materials?
A:		The information contained in these proxy materials relates to the election of directors at the Annual Meeting, the voting process, our corporate governance, the compensation of our directors and most highly paid executive officers, and other matters.
Q:		May holders of Class B Common Stock vote at the meeting?
A:		Holders of shares of Class B Common Stock are not entitled to vote on any of the matters to be considered at the 2008 Annual Meeting of Stockholders.

Q:		How will my dividend reinvestment and employee stock purchase plan shares be voted?
A.		Shares of Class A Common Stock held by participants in Brown-Forman’s dividend reinvestment and employee stock purchase plans are included in your holdings and reflected on your Proxy Card. The shares will be voted as you direct.
Q:		What am I voting on?
A:		The only matter slated to be voted upon this year is the election of our Board of Directors. Class A stockholders may also vote on any other matter that is properly brought before the meeting.
Q:		Who are the nominees for directors?
A:		We have thirteen director nominees who are standing for election. We describe each nominee briefly in this Proxy Statement.
Q:		How does the Board recommend I vote?
A:		Our Board recommends that you vote your shares “FOR” each of the nominees to the Board.
Q:		What is the Proxy Card for?
A:		By completing and signing the Proxy Card, you authorize the individuals named on the card to vote your shares for you, in accordance with your instructions. If you grant a proxy, the persons named as proxy holders will also have the obligation and authority to vote your shares as they see fit on any other matter properly presented for a vote at the meeting. If for any unforeseen reason a director nominee is not available to serve, the persons named as proxy holders may vote your shares at the meeting for another nominee. The proxy holders for this year’s Annual Meeting are Geo. Garvin Brown IV, Paul C. Varga, and Matthew E. Hamel.
Q:		How many shares must be present or represented to conduct business at the Annual Meeting?
A:		A majority of the outstanding shares of our Class A Common Stock must be present in person or represented by proxy to constitute a quorum to conduct business at the Annual Meeting. Shares voted as “withheld” will be counted as present for purposes of determining a quorum.

Q:		How are votes counted?
A:		In the election of directors, you may vote “FOR” all of the nominees or you may “WITHHOLD” your vote from some or all of the nominees.
Q:		What is the voting requirement to elect the directors?
A:		A nominee is elected if he or she receives a majority of the votes cast at the meeting.
Q:		What happens if additional matters are presented at the Annual Meeting?
A:		We are not aware of any business other than the election of directors to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders will have the obligation and authority to vote your shares as they see fit on any additional matters properly presented and brought to a vote at the meeting.
Q:		What is the difference between a “stockholder of record” and a “street name” holder?
A:		If your shares are registered in your name with our stock transfer agent, National City Bank, you are considered to be the “stockholder of record” of those shares. The proxy materials have been sent to stockholders of record directly from Brown-Forman Corporation. As a stockholder of record, you have the right to grant your voting proxy to the proxy holders named above, or to vote in person at the meeting. Only stockholders of record may vote in person at the Annual Meeting.
		If your shares are held in a stock brokerage account or by a bank, your shares are said to be held in “street name.” The proxy materials have been forwarded to you in a mailing from your broker or bank, which is, for those shares, the “stockholder of record.” You have the right to direct your broker or bank how to vote your street name shares by using the voting instruction card included in the mailing.
Q:		What is “householding” and how does it affect me?
A:		“Householding” is a procedure approved by the Securities and Exchange Commission (“SEC”) that permits the delivery of a single Proxy Statement and annual report to multiple stockholders who share the same address and

		last name. Each stockholder in that household receives his or her own Proxy Card. We participate in householding to reduce our printing costs and postage fees, and to facilitate voting in households where shares may be held in multiple names and accounts. If you share an address with another stockholder and receive multiple copies of the proxy materials, you may request householding by writing or e-mailing our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com. You also may request additional copies of the proxy materials at any time by writing or e-mailing our Secretary. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, you may do so at any time prior to thirty days before the mailing of proxy materials (proxy materials are typically mailed in late June), by writing to our Secretary at the above address.
Q:		What should I do if I receive more than one Proxy Card?
A:		It is important that you complete, sign, and date each Proxy Card and each voting instruction card that you receive because they represent different shares.
Q:		What if I submit a Proxy Card and then change my mind as to how I want to vote?
A:		If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date, by providing our Secretary with written notice of revocation of your proxy, or by attending the meeting and casting your vote in person. To change your vote for shares you hold in street name, you will need to follow the instructions in the materials your broker or bank provides you.
Q:		Where can I find the voting results of the Annual Meeting?
A:		We intend to announce the results at the Annual Meeting and to issue a press release on the day of the Annual Meeting.
Q:		Whom may I call with questions about the Annual Meeting?
A:		For information about your stock ownership, or for other stockholder services, please contact Linda Gering, our Stockholder Services Manager, at (502) 774-7690, or Linda_Gering@b-f.com. For information about the meeting itself, please contact Matthew E. Hamel, our Secretary, at (502) 774-7631, or Secretary@b-f.com.

INTRODUCTION

This section describes the purpose of this Proxy Statement, who may 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 2008 Annual Meeting of Stockholders, which will be held Thursday, July 24, 2008, at 9:30 A.M. (Eastern Daylight Time) at Brown-Forman Corporation, 850 Dixie Highway, Louisville, Kentucky 40210. We will begin mailing this Proxy Statement and accompanying materials on or about June 27, 2008, to holders of record of our Class A Common Stock at the close of business on June 16, 2008, the record date for the 2008 Annual Meeting.

Also beginning on June 27, 2008, our directors, officers, and other 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 the beneficial owners of our stock held in street name. In addition, we have retained Proxy Express, Inc., to assist with the distribution of proxy materials for a fee of approximately $16,000, plus associated expenses.

We are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement and our 2008 Annual Report to Stockholders are available at
www.brown-forman.com/proxy.

Please complete, sign, date, and return the enclosed Proxy Card at your earliest convenience.

Voting Stock. We have two classes of common stock, Class A and Class B. Only holders of Class A Common Stock may vote at the 2008 Annual Meeting. As of the close of business on the record date, June 16, 2008, we had outstanding 56,606,413 shares of Class A Common Stock.

Voting Rights. If you were a Class A stockholder on June 16, 2008, and the books of our transfer agent reflect your stock ownership, you may cast one vote for each share registered in your name. You may vote your shares either in person or by proxy. To vote by proxy, please complete, sign, date, and return the enclosed Proxy Card. Granting 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. You may revoke a proxy at any time before it is voted by sending our Secretary written notice of your revocation at the following address: Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210. For any shares you hold in street name, you must submit voting instructions to the stockholder of record in accordance with the instructions they provide. To revoke your proxy, you must comply with the directions they provide. The proxy holders will vote all shares represented by effective proxies in accordance with the terms stated in the proxy. The proxy holders for this year’s Annual Meeting are Geo. Garvin Brown IV, Paul C. Varga, and Matthew E. Hamel.

A majority of the outstanding shares of our Class A Common Stock must be present in person or represented by proxy to constitute a quorum to conduct business at the Annual Meeting. A nominee is elected if he or she receives a majority of the votes cast at a meeting at which there is a quorum. A majority of the shares represented at the meeting must approve any other matter properly presented and brought to a vote at the meeting. We will count shares voted as “withheld” as present for purposes of determining the number of shares represented at the meeting.

ELECTION OF DIRECTORS

This section provides biographical information about our Director nominees.

Election of Directors at the Annual Meeting. Members of Brown-Forman’s Board of Directors are elected each year at the Annual Meeting. Once elected, a director holds office until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified, unless he or she first resigns, reaches retirement age, or is removed.

The Board of Directors is authorized to fix the number of directors to serve on the Board from time to time, within a range of three to seventeen members. Currently, our Board’s size is set at fourteen members. However, Director Owsley Brown II is retiring from Board service when his term expires at the upcoming Annual Meeting. Upon his retirement, our Board size will be set at thirteen members. There are thirteen nominees on this year’s slate of directors.

The proxy holders will vote all shares for which they receive a proxy “FOR” the election of all director nominees below, unless you direct them on the Proxy Card to withhold your vote as to certain or all of the nominees. If any nominee becomes unable to serve before the meeting, the persons named as proxy holders may vote your shares for a substitute nominee. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unwilling or unable to serve as director.

Nominees. Set forth below is certain information about each of our thirteen director nominees. Each of the nominees is currently a director of Brown-Forman and is standing for re-election. The Board recommends a vote “FOR” the election of each of the director nominees.

Name, Age as of the July 24, 2008 Annual Meeting, Term as Director,
Current Position, Business Experience, Other Directorships
		Patrick Bousquet-Chavanne, 50, director since 2005. Mr. Bousquet-Chavanne will commence as President and CEO of T-Ink, Inc., a company specializing in advanced conductive technology, effective July 1, 2008; Group President of the Estée Lauder Companies Inc. from 2001 to June 30, 2008; President of Estée Lauder International, Inc., from 1998 to 2001.
		Barry D. Bramley, 70, director since 1996. Non-Executive Chairman of Lenox, Incorporated (a subsidiary of Brown-Forman at the time), from 1998 to 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.
		Geo. Garvin Brown IV, 39, director since 2006, joined Brown-Forman in 1996. Our Presiding Chairman of the Board since September 2007 and Vice President since 2007; Jack Daniel’s Brand Director in Europe and Africa since 2004; Vice President of Brown-Forman Beverages, Europe, Ltd., from 2004 to 2007; Director of the Office of the Chairman and Chief Executive Officer from 2002 to 2004.

Name, Age as of the July 24, 2008 Annual Meeting, Term as Director,
Current Position, Business Experience, Other Directorships
		Martin S. Brown, Jr., 44, director since 2006. Partner, Adams and Reese LLP, a law firm, since 2005; Partner, Stokes & Bartholomew, P.A. (a predecessor firm to Adams and Reese LLP) since 1999.
		Donald G. Calder, 71, director since 1995. President and Chief Financial Officer of G.L. Ohrstrom & Co., Inc., a private investment firm, since 1997; Vice President of G.L. Ohrstrom & Co., Inc., from 1996 to 1997; Partner of predecessor partnership, G.L. Ohrstrom & Co., from 1970 to 1996; Chairman and Chief Executive Officer of Harrow Industries from 1997 to 1999. Other directorships: Carlisle Companies Incorporated, Central Securities Corporation.
		Sandra A. Frazier, 36, director since 2006. Founder and Member, Tandem Public Relations, LLC, since 2005; Public Relations Account Manager at Doe Anderson, Inc., from 2002 to 2005; Project Assistant at Schneider and Associates Public Relations from 2000 to 2001. Other directorships: Commonwealth Bank and Trust Company.
		Richard P. Mayer, 68, director since 1994. Chairman and Chief Executive Officer of Kraft General Foods North America (now Kraft Foods Inc.) from 1989 to 1996.
		William E. Mitchell, 64, director since 2007. Chairman of the Board of Arrow Electronics, Inc., since 2006, and President and Chief Executive Officer of Arrow Electronics, Inc., since 2003. Executive Vice President of Solectron Corporation and President of Solectron Global Services, Inc., from 1999 to 2003. Other directorships: Arrow Electronics, Inc., Rogers Corporation.
		Matthew R. Simmons, 65, director since 2002. Founder and Chairman of Simmons & Company International since 1974; Chief Executive Officer of Simmons & Company International from 1974 to 2005; Author of Twilight in the Desert: The Coming Saudi Oil Shock and the World Economy.

Name, Age as of the July 24, 2008 Annual Meeting, Term as Director,
Current Position, Business Experience, Other Directorships
		William M. Street, 69, director since 1971. Our President from 2000 to 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 to 2003. Other directorships: Papa John’s International, Inc.
		Dace Brown Stubbs, 61, director since 1999. Private investor.
		Paul C. Varga, 44, director since 2003, a twenty-one-year employee of Brown-Forman. Our Chairman since August 2007; our Chief Executive Officer since 2005; President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman) from 2003 to 2005; Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003.
		James S. Welch, Jr., 49, director since 2007, an eighteen-year employee of Brown-Forman. Vice Chairman, Executive Director of Corporate Affairs, Strategy, Diversity, and Human Resources since 2007; Vice Chairman, Executive Director of Corporate Strategy and Human Resources from 2003 to 2007; Senior Vice President and Executive Director of Human Resources from 1999 to 2003.

Family Relationships. No family relationship (first cousin or closer) exists between any two directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer, except as follows: Director Owsley Brown II (who is not standing for re-election at the 2008 Annual Meeting of Stockholders) and Director Dace Brown Stubbs are first cousins; Director Martin S. Brown, Jr., is the nephew of Director Owsley Brown II; and Director Geo. Garvin Brown IV is the nephew of Director Dace Brown Stubbs.

CORPORATE GOVERNANCE

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

Policies and Practices.

Corporate Governance Guidelines. In addition to the Company’s Bylaws, the Board has adopted Corporate Governance Guidelines, which provide a framework for the conduct of the Board’s business and guide the Board in the exercise of its duties. These guidelines set forth Board responsibilities, director qualification standards, audit and compensation committee member independence requirements, board meeting and attendance requirements, and policies related to director compensation, management succession, director access to management and independent advisors, and an annual performance self-evaluation. The Corporate Governance Guidelines are published on our website in the “Corporate Governance” area of the “Investor Relations” section (www.brown-forman.com/company/governance). You may request a print copy at no charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com.

Code of Conduct and Compliance Guidelines. The Company has adopted the Brown-Forman Code of Conduct and Compliance Guidelines (the “Code of Conduct”), which sets forth standards of ethical behavior applicable to all Company employees and directors. The Code of Conduct contains a Code of Ethics for Senior Financial Officers, which details the Company’s expectation that all financial, accounting, reporting, and auditing activities of the Company be conducted in strict compliance with all applicable rules and regulations, and in accordance with the highest ethical standards. The Code of Conduct, including the Code of Ethics for Senior Financial Officers, can be found on our website in the “Corporate Governance” area of the “Investor Relations” section (www.brown-forman.com/company/governance). You may request a print copy at no charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com.

Disclosure Control Committee. In 2004, we established a Disclosure Control Committee composed of members of senior management to oversee the accuracy and timeliness of our public disclosures. The Disclosure Control Committee has implemented a financial review process that enables our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to certify our quarterly and annual financial reports with confidence.

Our Board of Directors.

Our Board of Directors is the policy-making body that is ultimately responsible for the Company’s financial well-being, business success, and ethical climate. Our CEO reports to the Board and is

responsible for leading senior management in developing the strategic direction of our business, the success of our brands, and ensuring that our financial and accounting systems accurately reflect our financial condition. Management proposes business strategies, which the Board then discusses, approves, and oversees.

Changes to Our Board Since the 2007 Annual Meeting.

Owsley Brown II. Owsley Brown II, our former Executive Chairman, retired from management service and as Chairman of the Board in September 2007. At the time of his retirement, Mr. Brown had been employed by Brown-Forman for 46 years. Mr. Brown announced in May 2008 that he would retire from the Board of Directors when his term expires at the upcoming Annual Meeting. This will conclude a remarkable 37-year service on the Board, which included 12 years as the Board’s Chairman.

Geo. Garvin Brown IV. Geo. Garvin Brown IV assumed the role of Presiding Chairman of the Board of Directors, effective September 27, 2007.

We are a “Controlled Company”.

The Board of Directors has determined that Brown-Forman is a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules. A controlled company is one in which more than 50% of the voting power is held by an individual, a group, or another company. The Brown family control group owns substantially more than 50% of our Class A voting stock, the overwhelming majority of which has historically voted in favor of the directors proposed by the Board.

Controlled companies are exempt from the NYSE rules that require a board composed of a majority of independent directors, a fully independent nominating/corporate governance committee, and a fully independent compensation committee. The Company has chosen to avail itself of the exemptions from having a board composed of a majority of independent directors and a fully independent nominating/corporate governance committee. Notwithstanding the available exemption, Brown-Forman does have a compensation committee composed exclusively of independent directors.

Our Independent Directors.

Under NYSE rules, a director qualifies as “independent” if the board of directors affirmatively determines that the director has no material relationship with the listed company. While the focus of the inquiry is independence from management, the board is required to consider broadly all relevant facts and circumstances in making an independence determination. Our Board has determined that seven of our thirteen director nominees have no material relationship with the Company and are independent under NYSE standards. These are Directors Patrick Bousquet-Chavanne, Barry D. Bramley, Donald G. Calder, Richard P. Mayer, William E. Mitchell, Matthew R. Simmons, and William M. Street. In making its determination of independence with regard to Messrs. Bramley and Street, the Board considered Mr. Bramley’s prior service as Non-Executive Chairman of Lenox, Incorporated, a former Company subsidiary, and Mr. Street’s prior employment with the Company.

Mr. Bramley joined our Board in 1996 as an independent director. At the request of management and the Board, he agreed to serve as Non-Executive Chairman of our then-subsidiary Lenox, Incorporated. In that role, Mr. Bramley was compensated for the time and attention he devoted to Lenox-related duties. Mr. Bramley’s service as Non-Executive Chairman of Lenox ceased in 2004, and Brown-Forman sold Lenox in 2005.

Prior to his retirement from management in 2003, Mr. Street served for many years as an executive officer of Brown-Forman. He has served as a member of our Board since 1971. Despite his long-tenured employment relationship with the Company, Mr. Street has consistently demonstrated his independence from management in the performance of his duties as director. In addition, Mr. Street is a significant stockholder in the Company, beneficially owning close to three percent of our outstanding Class A Common Stock. The Board considered these facts when making its independence determination with respect to Mr. Street.

The Board determined that Geo. Garvin Brown IV, Paul C. Varga, and James S. Welch, Jr. are not independent because they are members of Company management. Dace Brown Stubbs is not independent because she has an immediate family member employed by the Company. The Board elected not to make a determination with respect to the independence of Martin S. Brown, Jr., and Sandra A. Frazier.

Board Meetings.

The Board held six meetings during fiscal 2008, all of which were regular meetings. All directors attended all Board meetings, except two directors missed one Board meeting each. Under a practice in place for many years and adopted formally as a policy by the Board of Directors in 2004, each director is expected to use his or her best efforts to attend the Annual Meeting of Stockholders. All of the directors were present in person or by phone at the 2007 Annual Meeting of Stockholders.

Board Committees.

Our Board has an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee to assist the Board in the execution of its duties. The Board and its committees have the power to hire independent advisors, including attorneys and accountants, as they deem appropriate.

Audit Committee. The Audit Committee’s purpose is to assist the Board in fulfilling its oversight responsibilities with respect to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications, independence, and performance, and the performance of the Company’s internal audit function. The committee’s responsibilities include, among other things, the preparation of the Audit Committee Report that appears in this Proxy Statement on page 21.

During fiscal 2008, Directors Barry D. Bramley, Donald G. Calder, Richard P. Mayer, William E. Mitchell, and William M. Street served on the Audit Committee of our Board of Directors. Mr. Calder served as Chairman; Mr. Street served as Vice Chairman. Mr. Mayer resigned from Audit Committee

service effective June 15, 2007. The Audit Committee held three regular meetings in person and nine quarterly certification-related meetings by telephone during fiscal 2008. All committee members attended all committee meetings, except one committee member missed three telephonic meetings and one committee member missed one telephonic meeting.

In addition to the NYSE requirement that each audit committee member satisfy the NYSE director independence standards, audit committee members must comply with the independence standards mandated by Section 301 of the Sarbanes-Oxley Act and set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Each member of our Audit Committee satisfies these standards. The Board has determined that each member of our Audit Committee is “financially literate” within the meaning of the NYSE rules. Mr. Bramley served as the designated “audit committee financial expert” during fiscal 2008.

The Audit Committee has a charter, which is reviewed annually by the committee, and was last amended by the Board on May 23, 2007. The charter sets forth the Audit Committee’s responsibilities and meets the standards of the NYSE and the SEC. A copy of the Audit Committee Charter is posted on our website in the “Corporate Governance” area of the “Investor Relations” section (www.brown-forman.com/company/governance), and is available in print at no charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com.

Compensation Committee. The Compensation Committee assists the Board in fulfilling the Board’s duties relating to the compensation of our directors, officers, and employees. The committee’s responsibilities include, among other things, the preparation of the Compensation Committee Report that appears in this Proxy Statement on page 35. The committee is composed of three directors, each of whom qualifies as an independent director under NYSE listing standards, a “non-employee director” under SEC rules, and an “outside director” under regulations adopted pursuant to Section 162 of the Internal Revenue Code. During fiscal 2008, Richard P. Mayer (Chairman), Matthew R. Simmons, and Patrick Bousquet-Chavanne served on the Compensation Committee. The committee held four regular meetings and two special telephonic meetings during fiscal 2008. All committee members attended all committee meetings.

The Compensation Committee has a charter, which is reviewed annually by the committee, and was last amended by the Board on May 23, 2007. A copy of the Compensation Committee Charter is posted on our website in the “Corporate Governance” area of the “Investor Relations” section (www.brown-forman.com/company/governance), and is available in print at no charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com.

Corporate Governance and Nominating Committee. The Board renamed the Nominating Committee the “Corporate Governance and Nominating Committee,” effective May 22, 2008. Also effective May 22, 2008, the Board adopted a written charter for this committee, a copy of which is posted on our website in the “Corporate Governance” area of the “Investor Relations” section (www.brown-forman.com/company/governance), and is available in print at no charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway, Louisville, Kentucky 40210, or e-mailing him at Secretary@b-f.com.

During fiscal 2008, the committee was composed of four directors: Richard P. Mayer (Chairman), Barry D. Bramley, Geo. Garvin Brown IV, and Donald G. Calder. All of the Corporate Governance and Nominating Committee members are independent under the NYSE listing standards, except Geo. Garvin Brown IV. The Corporate Governance and Nominating Committee held three regular meetings during fiscal 2008. All committee members attended all committee meetings.

The Corporate Governance and Nominating Committee’s primary responsibilities are to: assist the Board in identifying, recruiting, and recommending to stockholders appropriate candidates to serve as directors; periodically review the Company’s corporate governance principles in light of new developments in corporate governance best practices, taking into account the long-term best interests of all Company stockholders and the Company’s controlled-company status under the NYSE rules; and coordinate and oversee CEO succession planning on behalf of the Board.

In evaluating candidates for Board membership, the Corporate Governance and Nominating Committee seeks directors who will best represent the long-term interests of all stockholders. As articulated in our Corporate 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 it is highly desirable for the directors to possess the following qualities: good judgment, skill, independence, civility, business courage, experience with businesses and other organizations of comparable size or character, and a lack of possible conflicts of interest. The Board realizes the critical and unique contribution made by each group of directors — the independents, the Brown family members, and the management representatives — and strives to find the ideal balance among them so that, in the aggregate, the Board can function in the most efficient and effective manner on behalf of all stockholders. The committee has not adopted a formal policy regarding stockholder-nominated director candidates because the committee believes that the processes used to date are appropriate and effective for identifying and selecting future Board members.

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

NYSE rules require non-management directors to meet at regularly scheduled executive sessions without management present. Our non-management directors held one such meeting in fiscal 2008. Richard P. Mayer was chosen as presiding director for the meeting. NYSE rules also require companies whose group of non-management directors includes directors who are not “independent” under NYSE listing standards to hold an executive session of just the independent directors at least once per year. Our independent directors held two such meetings in fiscal 2008. Richard P. Mayer was chosen as presiding director for those meetings as well.

Mandatory Retirement for Directors.

Our Bylaws provide that a director may serve on the Board through his or her 70th year, but shall retire thereafter, except that the Board may by special resolution ask a director to remain on the Board through his or her 72nd year, or until a given date, if the Board 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. The Board has determined that

Donald G. Calder’s continued service as a director is a significant benefit to Brown-Forman. Thus, the Board has requested, and Mr. Calder has agreed, that his Board service will be extended until the 2009 Annual Meeting of Stockholders.

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 written communications to our Secretary, Matthew E. Hamel, at 850 Dixie Highway, Louisville, Kentucky 40210, or by e-mail at Secretary@b-f.com. Written communications received at such address will be provided to the individual director 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 communications that would be considered improper for submission include, without limitation, customer complaints (which will be routed to the appropriate person), solicitations, communications on matters not normally considered at a Board level, or communications that relate to irrelevant topics.

STOCK OWNERSHIP

This section identifies the beneficial owners of 5% or more of our voting stock and the ownership amounts of our directors and executive officers.

Voting Stock Owned by “5% Beneficial Owners”.

As described more thoroughly in the Corporate Governance section beginning on page 9, Brown-Forman is a controlled company — controlled by members of the Brown family. The table below identifies each “beneficial owner” of 5% or more of our Class A Common Stock, our only class of voting stock, as of April 30, 2008. Each of the beneficial owners listed in the table below is either a Brown family member, an entity or trust controlled by Brown family members, or an individual serving as an advisor to a Brown family trust at the request of a Brown family member.

The SEC defines “beneficial ownership” to include shares over which a person has sole or shared voting or investment power. The Brown family holds Class A shares in a variety of family trusts and entities, with multiple family members often sharing voting control and investment power as members of advisory committees to the trusts or as owners or officers of the entities. As a result, many of the shares shown in the table below are counted more than once, as they are deemed to be beneficially owned by more than one of the persons identified in the table. Counting each share only once, the aggregate number of shares of Class A Common Stock beneficially owned by the persons in the table is 39,035,119 shares, or 69.0% of the 56,573,077 Class A shares outstanding as of the close of business on April 30, 2008.

The table therefore confirms that the Brown family continues its longstanding voting control of Brown-Forman Corporation.

		Amount and Nature of “Beneficial Ownership”(1)
		Voting and Investment Power												Percent of
Name and Address		Sole				Shared				Total				Class
Owsley Brown II			592,790				9,091,486				9,684,276				17.1	%
850 Dixie Highway Louisville, Kentucky 40210
J. McCauley Brown			2,051,228	(2)			5,478,921	(3)			7,530,149				13.3	%
850 Dixie Highway Louisville, Kentucky 40210
Ina Brown Bond			1,866,749				5,276,117				7,142,866				12.6	%
PO Box 284 Goshen, Kentucky 40026

		Amount and Nature of “Beneficial Ownership”(1)
		Voting and Investment Power												Percent of
Name and Address		Sole				Shared				Total				Class
Owsley Brown Frazier(4)			590,514				5,478,921				6,069,435				10.7	%
829 West Main Street Louisville, Kentucky 40202
Catherine Frazier Joy(4)			164,440				5,530,995				5,695,435				10.1	%
PO Box 640 Goshen, Kentucky 40026
Laura Frazier(4)			147,049				5,478,921				5,625,970				9.9	%
829 West Main Street Louisville, Kentucky 40202
Geo. Garvin Brown III(5)			95,746				5,448,290	(6)			5,544,036				9.8	%
6009 Brownsboro Park Blvd., Suite B Louisville, Kentucky 40207
Owsley Brown Trust under			0				5,478,921				5,478,921				9.7	%
Will for the benefit of Owsley Brown Frazier(4) 829 West Main Street Louisville, Kentucky 40202
Amelia Brown Frazier Trust			0				5,478,921				5,478,921				9.7	%
under Agreement for the benefit of Owsley Brown Frazier(4) 829 West Main Street Louisville, Kentucky 40202
Avish Agincourt, LLC			0				5,478,921				5,478,921				9.7	%
829 West Main Street Louisville, Kentucky 40202
Laura Lee Brown			32,427				5,163,486				5,195,913				9.2	%
710 West Main Street, Suite 201 Louisville, Kentucky 40202
Jean W. Frazier			276,110				4,888,985				5,165,095				9.1	%
4810 Cherry Valley Road Prospect, Kentucky 40059
Sandra A. Frazier			13,456				4,888,985				4,902,441				8.7	%
304 West Liberty Street, Suite 200 Louisville, Kentucky 40202

		Amount and Nature of “Beneficial Ownership”(1)
		Voting and Investment Power												Percent of
Name and Address		Sole				Shared				Total				Class
W. L. Lyons Brown, Jr.			1,006,487				3,887,131				4,893,618				8.7	%
320 Whittington Parkway, Suite 206 Louisville, Kentucky 40222
Brooke A. Morrow			0				4,888,985				4,888,985				8.6	%
1100 Ridgeway Loop Road Suite 444 Memphis, Tennessee 38120
Martin S. Brown, Sr.			0				4,233,356				4,233,356				7.5	%
5214 Maryland Way, Suite 405 Brentwood, Tennessee 37027
Campbell P. Brown(5)			0				3,084,957				3,084,957				5.5	%
850 Dixie Highway Louisville, Kentucky 40210
Geo. Garvin Brown IV(5)			0				3,024,168				3,024,168				5.4	%
850 Dixie Highway Louisville, Kentucky 40210
Dace Brown Stubbs			2,000				2,885,323	(7)			2,887,323				5.1	%
135 Sago Palm Road Vero Beach, Florida 32963
Marshall B. Farrer			210				2,885,323	(7)			2,885,323				5.1	%
850 Dixie Highway Louisville, Kentucky 40210
Dace Polk Maki			0				2,885,323	(7)			2,885,323				5.1	%
PO Box 91206 Louisville, Kentucky 40291
Log House Partners Ltd.			0				2,885,323				2,885,323				5.1	%
135 Sago Palm Road Vero Beach, Florida 32963
Garvin Brown Deters			101,459				2,737,401				2,838,860				5.0	%
710 West Main Street, Suite 201 Louisville, Kentucky 40202

Stock Owned by Directors And Executive Officers.

The following table sets forth as of April 30, 2008, the beneficial ownership of our Class A and Class B Common Stock of each director nominee, each executive officer named in the Summary Compensation Table for Fiscal 2008 found on page 36, and of all directors and executive officers as a group. Some shares shown below are beneficially owned by more than one person. As of the close of business on April 30, 2008, there were 56,573,077 shares of Class A Common Stock and 64,018,513 shares of Class B Common Stock outstanding. In computing the aggregate number of shares and percentages owned by all directors and executive officers as a group, which includes shares owned by persons not named in this table, we counted each share only once.

		Class A Common Stock(2)																Class B Common Stock(2)
		Voting or Investment Power																Investment Power
														% of																% of
Name(1)		Sole				Shared				Total				Class				Sole				Shared				Total				Class
James L. Bareuther			18,517	(3)			0				18,517				*				98,437	(3)			0				98,437				*
Patrick Bousquet-Chavanne			0				0				0				*				15,383	(3)			0				15,383				*
Barry D. Bramley			200				2,000				2,200				*				45,927	(3)			0				45,927				*
Geo. Garvin Brown IV			0				3,024,168				3,024,168				5.4	%			7,871	(3),(5)			0				7,871				*
Martin S. Brown, Jr.			75,618				105,434				181,052				*				7,235	(3)			1,200				8,435				*
Owsley Brown II			592,790				9,091,486				9,684,276				17.1	%			433,600	(3)			8,534,000				8,967,600				14.0	%
Donald G. Calder			12,000				12,000				24,000				*				25,418	(3)			0				25,418				*
Michael B. Crutcher			15,537	(3)			0				15,537				*				34,678	(3)			0				34,678				*
Sandra A. Frazier			13,456				4,888,985				4,902,441				8.7	%			7,359	(3)			0				7,359				*
Richard P. Mayer			6,000				0				6,000				*				31,418	(3)			0				31,418				*
Mark I. McCallum			3,651	(3)			0				3,651				*				16,130	(3)			15				16,145				*
William E. Mitchell			1,000				0				1,000				*				5,374	(3)			0				5,374				*
Matthew R. Simmons			10,000				35				10,035				*				31,574	(3)			0				31,574				*
William M. Street			1,121,098	(4)			552,276				1,673,374				3.0	%			179,717	(3)			0				179,717				*
Dace Brown Stubbs			2,000				2,885,323				2,887,323				5.1	%			35,485	(3)			0				35,485				*
Paul C. Varga			54,150	(3)			0				54,150				*				42,082	(3)			0				42,082				*
James S. Welch, Jr.			9,226	(3)			0				9,226				*				57,870	(3)			0				57,870				*
Phoebe A. Wood			7,440	(3)			0				7,440				*				98,633	(3),(5)			0				98,633				*
All Directors and Executive
Officers as a Group (20 persons, including those named above)(6)			1,942,825	(7)			20,561,707				22,504,532				39.8	%			1,195,325	(7),(8)			8,535,215				9,730,540				15.2	%

						Class B
		Class A
		Restricted				Stock								Restricted
Name		Stock				Options				SSARs				Stock
James L. Bareuther			15,805				75,276				9,780				5,216
Patrick Bousquet-Chavanne			0				451				14,932				0
Barry D. Bramley			0				29,614				12,629				0
Geo. Garvin Brown IV			0				3,103				528				0
Martin S. Brown, Jr.			0				0				5,721				0
Owsley Brown II			0				428,437				2,627				0
Donald G. Calder			0				17,274				8,144				0
Michael B. Crutcher			6,697				27,934				0				2,160
Sandra A. Frazier			0				0				5,721				0
Richard P. Mayer			0				17,274				8,144				0
Mark I. McCallum			3,651				5,513				10,617				0
William E. Mitchell			0				0				5,374				0
Matthew R. Simmons			0				10,642				14,932				0
William M. Street			0				163,859				8,144				0
Dace Brown Stubbs			0				26,396				8,144				0
Paul C. Varga			54,002				23,421				0				7,587
James S. Welch, Jr.			9,226				39,914				11,634				6,322
Phoebe A. Wood			7,440				86,911				8,796				0

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors, and “beneficial owners” of 10% or more of our Class A Common Stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, we believe that during fiscal 2008 these persons reported all transactions on a timely basis, except that, the Company filed one Form 4 report one day late on James L. Bareuther’s behalf to report the exercise of 615 Class B Common Stock options and the sale of the underlying shares.

AUDIT COMMITTEE

This section includes a report of 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 registered public accounting firm.

Audit Committee Report.

The Audit Committee’s primary responsibility is the oversight of the Company’s financial reporting process on behalf of the Board. Management is responsible for establishing and maintaining the Company’s internal controls, for preparing the financial statements, and for the public reporting process. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with generally accepted auditing standards and for issuing a report on its audit. The independent registered public accounting firm also issues a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee reviews the work of management and has direct responsibility for retention of the independent registered public accounting firm on behalf of the Board of Directors.

On behalf of the Board, the Audit Committee retained PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit the Company’s consolidated financial statements and the Company’s internal control over financial reporting for fiscal 2008. The Audit Committee reviewed and discussed with management and PwC the audited financial statements as of and for the fiscal year ended April 30, 2008. In addition, the Audit Committee reviewed and discussed with management its assessment of the effectiveness of the Company’s internal control over financial reporting and PwC’s evaluation of the Company’s system of internal controls. These discussions included meetings with PwC without representatives of management present.

The Audit Committee discussed with PwC matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) and No. 90 (Audit Committee Communications). PwC provided the Audit Committee with the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the committee discussed with PwC the firm’s independence and ability to conduct the audit. The Audit Committee has determined that PricewaterhouseCoopers LLP’s provision of audit and non-audit services to the Company is compatible with maintaining auditor independence.

Based on the foregoing, the Audit Committee 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, 2008.

Audit Committee
Donald G. Calder, Chairman
William M. Street, Vice Chairman
Barry D. Bramley
William E. Mitchell

Fees Paid to Independent Registered Public Accounting Firm.

The following table shows the fees that the Company paid or accrued for the audit and non-audit services provided by PricewaterhouseCoopers LLP during fiscal years 2008 and 2007.

		Fiscal Years
		2007				2008
Audit Fees		$	1,528,400			$	1,673,500
Audit-Related Fees			229,500				202,400
Tax Fees			0				0
All Other Fees			0				0
Total		$	1,757,900			$	1,875,900

Audit Fees. This category includes the audit of the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K, attestation services relating to the report on internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, review of financial statements included in the Company’s Form 10-Q Quarterly Reports, services normally provided in connection with statutory and regulatory filings or engagements, and statutory audits required by a foreign jurisdiction.

Audit-Related Fees. This category consists principally of assurance and other services related to the Company’s acquisition and divestiture activities, and audits of employee benefit plans. All of such fees were pre-approved by the Audit Committee in accordance with the policy described below.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm.

The Audit Committee approved the fiscal 2008 audit and non-audit services provided by PricewaterhouseCoopers LLP. 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 LLP and the estimated fee for the service. The Audit Committee has delegated to its Chairman authority to pre-approve proposed audit and non-audit services that arise between meetings, with the understanding that the decision to approve the service will be reviewed at the next scheduled Audit Committee meeting. During the approval process, the Audit Committee considers the impact of the type of service on the independence of the registered public accounting firm. Services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with SEC rules and regulations. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve permitted services of our independent registered public accounting firm. Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.

The Audit Committee has adopted other policies in an effort to protect further the independence of our independent registered public accounting firm. The Audit Committee must pre-approve PricewaterhouseCoopers’s rendering of personal financial and tax advice to any of the Company’s designated executive officers. In addition, the Audit Committee has adopted a policy that limits the Company’s ability to hire certain current and former employees of our independent registered public accounting firm.

EXECUTIVE COMPENSATION

This section explains our compensation philosophy and all elements of the compensation we provide to our Named Executive Officers.

Overview.

The following bullet points provide a brief overview of the more detailed disclosure set forth in the Compensation Discussion & Analysis section that begins on page 24.

	•		The objective of our executive compensation program is to recruit, retain, and motivate a diverse team of talented executives.
	•		We provide those executive officers whose names appear in the Summary Compensation Table on page 36 (our “Named Executive Officers,” or “NEOs”) with the following types of direct compensation: salary, cash-based short-term incentives, cash-based long-term incentives, and equity-based long-term incentives.
	•		We target total cash compensation at the 55th to 65th percentile of the relevant market.
	•		We believe in “pay for performance” and link short-term and long-term incentive compensation to the achievement of measurable performance goals.
	•		We use equity-based compensation as a means of aligning the interests of our executives with those of our stockholders.
	•		Short-term incentives support our pay-for-performance compensation philosophy; long-term incentives serve both as a retention mechanism and as a means to focus our executives on long-range strategic goals and on sustainable growth and performance.
	•		We have never backdated or re-priced equity awards. We do not time our equity award grants relative to the release of material non-public information (or vice-versa).
	•		We are required to purchase in the open market or in private transactions any shares that are issued under our incentive compensation plan, resulting in no long-term dilution to our stockholders.
	•		We offer our NEOs limited perquisites — an annual car allowance and reimbursement for certain financial planning-related expenses.
	•		Our NEOs do not have employment, severance, or change-in-control agreements.
	•		Our executives participate in the same group benefit programs available to nearly all of our salaried employees in the United States.

	•		We maintain both tax-qualified retirement plans and non-qualified supplemental excess retirement plans.
	•		Solid Company performance for fiscal 2008, as well as for fiscal 2006 and fiscal 2007, resulted in short- and long-term incentive compensation payouts well above their target amounts.
	•		The market prices of our Class A and Class B Common Stock increased during fiscal 2008. This increase positively impacted the value of our executives’ accumulated equity-based incentives during fiscal 2008.
	•		We believe our executive compensation program achieves the program’s objective in a reasonable and efficient manner.

Compensation Discussion and Analysis.

Compensation Committee. The Compensation Committee (the “Committee”) of our Board of Directors assists the Board in fulfilling the Board’s duties relating to the compensation of our directors, officers, and employees. The Committee is composed of three directors, each of whom qualifies as an independent director under NYSE listing standards, a “non-employee director” under SEC rules, and an “outside director” under regulations adopted pursuant to Section 162 of the Internal Revenue Code. The Committee has the sole authority, on behalf of the Board of Directors, to determine the compensation of our CEO. The Committee, with input from the Management Compensation and Benefits Committee (of which our CEO is a member), determines the compensation of our other NEOs. The Management Compensation and Benefits Committee and our Human Resources Department support the Committee in the performance of its responsibilities.

Independent Compensation Consultant. In the past, neither the Company nor the Committee routinely engaged an outside compensation consultant to determine the amounts or forms of executive or director compensation. However, both the Company and the Committee used data provided by independent outside compensation consultants. During the most recent fiscal year, the Committee used compensation survey data provided by Towers Perrin. Effective March 2008, the Committee engaged Frederic W. Cook & Co. as an independent compensation consultant to provide consulting services to the Committee. The Cook firm provides no other services to the Company or its management. The Committee had minimal interaction with the Cook firm during fiscal 2008.

Compensation Philosophy. The overarching objective of our compensation program is to enable Brown-Forman to recruit, retain, and motivate a diverse team of talented executives who will support our goal of being the best brand builder in the wine and spirits industry. In furtherance of this objective, our compensation program has the following primary goals:

	•		To reward employees for their efforts in support of the Company’s business by offering competitive salaries;
	•		To encourage a pay-for-performance culture by offering short-term and long-term incentive-based compensation that is earned upon the achievement of measurable performance goals; and

•

To align the interests of our executives with those of our stockholders through the use of equity-based compensation.

Compensation Offered. We offer the following compensation and benefits to our NEOs:

	•		Salary, including a holiday bonus, which we consider part of salary
	•		Short-term cash incentive compensation
	•		Long-term cash incentive compensation
	•		Long-term equity incentive compensation
	•		Other benefits that are available to nearly all salaried employees
	•		Limited additional benefits and perquisites
	•		Limited post-termination compensation and benefits

Use of Market Data in Making Compensation Decisions. We believe that to recruit, retain, and motivate high-caliber executives, our executive compensation must be competitive with the compensation opportunities provided by companies with which we compete for executive talent. Therefore, it is the Committee’s practice to target total cash compensation at the 55th to 65th percentile of the relevant market, with the possibility of delivering top quartile total compensation if business performance exceeds targeted goals, and the flexibility to pay at lower levels for periods of underperformance.

In making compensation decisions for fiscal 2008, the Committee used customized compensation survey data provided by Towers Perrin. Specifically, the Committee reviewed information from two tranches of Towers Perrin survey data — one of manufacturing companies and one of consumer products companies. (Seven companies appeared in both of the survey groups.) The survey data included salary, incentive compensation, and internal pay equity information from companies with which we compete for executive talent, companies of comparable size and complexity, and companies that are recognized for their brand leadership. The companies in each of the survey tranches were:

Consumer Products Companies
The A.T. Cross Company		Gorton’s, Inc.		Molson Coors Brewing Company
Altria Group, Inc.		Heinz Foodservice		Nestle USA, Inc.
Avon Products, Inc.		The Hershey Company		Ocean Spray Cranberries, Inc.
Bob Evans Farms, Inc.		The J.M. Smucker Company		PepsiAmericas, Inc.
Cadbury Plc.		J.R. Simplot Company		PepsiCo, Inc.
Chiquita Brands International, Inc.		Kellogg Company		Reynolds American, Inc.
The Coca-Cola Company		Kraft Foods, Inc.		Rich Products, Corporation
Columbia Sportswear Company		Land O’Lakes, Inc.		S.C. Johnson & Son, Inc.
ConAgra Foods, Inc.		Lorillard Tobacco Company		Sara Lee Corporation
Diageo North America, Inc.		Mars, Incorporated		The Schwan Food Company
The Dial Corporation		Mary Kay, Inc.		Tupperware Brands Corporation
Fortune Brands, Inc.		McDonald’s Corporation		Unilever United States, Inc.
General Mills, Inc.		Mission Foods (Gruma Corp.)		Wm. Wrigley Jr. Company

Manufacturing Companies
3M Company		E. I. du Pont de Nemours and Co.		Masco Corporation
A.T. Cross Company		Eastman Chemical Company		McDermott International, Inc.
Abbott Laboratories		Eastman Kodak Company		Merck & Co., Inc.
Advanced Micro Devices, Inc.		Ecolab, Inc.		Molson Coors Brewing Company
Air Products and Chemicals, Inc.		Federal-Mogul Corporation		NIKE, Inc.
Alcon Laboratories, Inc.		Flowserve Corporation		Noranda Aluminum, Inc.
Allergan, Inc.		Ford Motor Company		Northup Grumman Newport News
Alliant Techsystems, Inc.		Fortune Brands, Inc.		PACCAR Inc.
Altria Group, Inc.		Gates Corporation		Panasonic Corp. of North America
Ameren Corporation		General Mills, Inc.		Parker Hannifin Corporation
ArvinMeritor, Inc.		General Motors Corporation		Pfizer Inc.
Astra Zeneca Pharmaceuticals LP		Graco Inc.		Pitney Bowes Inc.
Ball Corporation		Intel Corporation		PPG Industries, Inc.
Benjamin Moore & Co.		International Truck & Engine Corp.		Praxair, Inc.
BIC Corporation		ITT — Corporation		Robert Bosch LLC
The Boeing Company		Johnson & Johnson		Schneider Electric (K-Tech Corp.)
Bristol-Myers Squibb Company		Johnson Controls, Inc.		The Sherwin-Williams Company
The Coca-Cola Company		Kennametal Inc.		Siemens Corporation
Cytec Industries Inc.		Kohler Co.		Steelcase Inc.
DENTSPLY International Inc.		Loews Corporation		The Timken Company
Donaldson Company, Inc.		Mary Kay, Inc.		The Toro Company

Towers Perrin provided the survey data as an “interactive tool” that created predictive market values for each executive position based on company sales and the pay percentile desired within the specified peer group. The Committee gathered comparative data from each of the two survey groups for each executive position for which data was available, and then calculated an average of the data for all pay elements surveyed to arrive at what the Committee considered to be the most useful market information for each pay element and for each position. The Committee used this information primarily to understand prevailing market practices in support of our goal of offering competitive compensation to our executive officers. The Committee also used this information as a reference point when apportioning pay across the various elements of compensation.

When setting our NEOs’ compensation for fiscal 2008, the Committee reviewed market data for total cash compensation (base salary plus the value of short-term cash incentives) representing both the 55th percentile and the 65th percentile of the market to establish a range for total cash compensation. With respect to long-term incentive compensation, the Committee examined the 50th percentile of market data. The Committee also considered job scope, contribution, and long-term value to Brown-Forman. The Committee found that some NEOs were compensated at levels above, and others were compensated at levels below the market values for their roles. Most notably, the Committee found that our CEO’s compensation was below the market value for his role. The Committee relied on this information when deciding to increase the compensation of the CEO, with a focus on providing additional performance-based pay.

Principal Elements of Compensation.

Base Salary. Each year the Committee determines the salary for the CEO, and approves the salaries of the other NEOs, as recommended by the Management Compensation and Benefits Committee. We pay our NEOs a salary as a means of recognizing their significant responsibilities and rewarding them for their daily efforts at making Brown-Forman the best brand builder in the wine and spirits industry. It is our practice to offer our NEOs a salary within the 55th to 65th percentile of market, using the methodology described above. This premium base pay philosophy has been demonstrated to further our objective of attracting, retaining, and motivating a diverse team of talented executives.

The Committee reviews the NEOs’ salaries annually and determines any increase or decrease based on established merit budget guidelines applicable to all salaried employees and the results of individual performance assessments. Changes in salary for the NEOs may also be based upon a change in duties or other circumstances that would warrant adjustment to compensation, including, for example, a change in the market value of a NEO’s job. Adjustments to base salary are generally effective August 1st of each year, while promotional increases generally take place at the time of promotion, which may occur at any time.

The following describes the increases to the NEOs’ base salaries during the most recent fiscal year, excluding the value of their holiday bonus. All of the salary increases became effective on August 1, 2007.

•

Paul C. Varga. In increasing Mr. Varga’s salary from $936,000 to $950,000, the Committee considered the $1 million cap imposed by Internal Revenue Code Section 162(m) on non-performance-based compensation. Since Mr. Varga’s salary is approaching this cap, his increase in base salary was limited to $14,000.

	•		Phoebe A. Wood. Ms. Wood’s salary was increased from $575,000 to $625,000 in recognition of her performance and as part of a planned process to bring her salary to a market-competitive level.
	•		Owsley Brown II. Mr. Brown’s annual salary was increased from $921,600 to $960,000 as part of a normal merit increase in recognition of his performance during the prior fiscal year.
	•		James L. Bareuther. Mr. Bareuther’s salary was increased from $508,000 to $535,000 as part of a normal merit increase in recognition of his performance during the prior fiscal year.
	•		James S. Welch, Jr. Mr. Welch’s salary was increased from $450,000 to $520,000 in recognition of his performance and additional work responsibilities, and as part of a planned process to bring his salary to a market-competitive level.
	•		Michael B. Crutcher. Mr. Crutcher’s salary did not change from $470,000, due to his planned retirement on August 31, 2007.
	•		Mark I. McCallum. Mr. McCallum’s salary was increased from $400,000 to $470,000 in recognition of his performance during the prior fiscal year.

The holiday bonus, which we consider part of salary, is paid in cash near calendar year end and is calculated as follows:

Length of Continuous Service		Amount of Holiday Bonus
3 months but less than 6 months		1/8 of monthly salary
6 months but less than 5 years		1/4 of monthly salary
5 years but less than 10 years		3/8 of monthly salary
10 years or more		1/2 of monthly salary

The salaries, including holiday bonus, earned by our NEOs during fiscal 2008 are reflected in the column under the heading “Salary” in the Summary Compensation Table found on page 36.

Incentive Compensation.

     Alignment with Corporate Vision. Our corporate vision is to be the best brand builder in the wine and spirits industry. We think the best measure of success on this front is steady and sustainable year-over-year growth in depletion-based operating income (defined below). The payouts under our incentive compensation plan are directly linked to Company performance against this measure. Thus, our executive compensation plans are effectively aligned with our corporate vision and the key performance metric that defines our success.

     General. We provide our executives with both short-term and long-term performance-based incentive compensation opportunities. On July 22, 2004, our stockholders approved the 2004 Omnibus Compensation Plan (the “Plan”), an incentive compensation plan designed to reward participants for individual and Company performance. Officers, employees, and non-employee directors of the Company, its subsidiaries and affiliates are eligible to receive awards under the Plan. The Plan permits the following types of awards: cash, stock options, stock appreciation rights, stock, restricted stock, market value units, and performance

units. All short-term and long-term incentive compensation paid by the Company is administered pursuant to the terms and conditions of the Plan. Under the terms of the Plan, performance goals are limited to certain Company, affiliate, operating unit or division financial performance measures, or individual goals. Performance goals may be expressed on an absolute or relative basis, and may exclude certain items deemed appropriate by the Committee.

     Short-Term Incentive Compensation. We provide our NEOs with an annual short-term incentive compensation opportunity, which is payable in cash and based upon a pre-determined percentage of each executive’s base salary. Short-term incentive compensation is performance-based, and payout is dependent upon the achievement during the fiscal year of certain goals related to Company performance. This form of compensation supports our objective of paying for performance.

Within 90 days following the commencement of each fiscal year, the Committee determines the Company’s short-term performance goals and cash opportunity for each NEO. The Committee also establishes a threshold performance level, which must be achieved before any short-term incentive compensation is paid. Performance at target yields a payout of 100%. If the threshold performance level is satisfied, the short-term incentive compensation paid out is based upon how much Company performance exceeds or falls short of the performance target, and is capped at 200% of target. The Committee reserves the right to adjust downward (but never upward) any award produced by this formula. Short-term incentive compensation is typically paid out on June 15 following the completion of the fiscal year.

For fiscal 2008, the short-term performance goals were based on the Company’s “depletion-based operating income.” This is the amount of operating profit earned by the Company on the number of nine-liter case depletions that occurred during the fiscal year. “Depletions” are shipments from wholesaler distributors to retail customers, and are commonly regarded in the industry as an approximate measure of consumer demand. The Committee believes that depletion-based operating income is the most relevant measure by which to assess the Company’s short-term business performance. Factors considered in setting the performance goals included performance expectations on this metric among industry competitors, Company historical depletion-based operating income trends, and the Company’s outlook for fiscal 2008 depletion-based operating income. The fiscal 2008 short-term performance goals were determined by the Committee, with input from the Management Compensation and Benefits Committee, and were as follows:

Fiscal 2008 Short-Term Incentive Compensation Performance Goals

		Depletion-Based
Attainment Point		Operating Income(1)				Payout(2)
Threshold		$	594.1				0	%
Target		$	641.7				100	%
Maximum		$	689.2				200	%

During fiscal 2008, we achieved depletion-based operating income of $674.6 million, corresponding to a short-term incentive compensation payout to our NEOs at 169% of target. The Committee did not exercise downward discretion with regard to the short-term incentive compensation payout in respect of any NEO.

A NEO forfeits his or her short-term incentive compensation if he or she voluntarily terminates employment or is discharged for cause during the fiscal year. For executives who leave the Company at or after age 55 with at least five years of service (considered to be retirees), the short-term incentive compensation is prorated based on length of service during the performance period, and is paid at the same time and in the same manner as to active employee participants.

Please see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal 2008 found on page 36 and the Grants of Plan Based Awards for Fiscal 2008 table found on page 39 for more information on the short-term incentive compensation we pay to our NEOs.

     Long-Term Incentive Compensation. We provide our NEOs with a long-term incentive compensation opportunity. Long-term incentives are intended to focus our executives on our long-range strategic goals and on the sustainable growth and performance of our brands. Long-term incentive compensation also serves as a retention mechanism for our executives.

The long-term incentive compensation opportunity contains both cash-based and equity-based awards, and is generally established in accordance with the following process: The total long-term incentive compensation opportunity for each NEO is initially determined as a cash value, and communicated to our NEOs within 90 days of the commencement of the fiscal year. At least 50% of each NEO’s long-term incentive compensation is delivered in the form of performance-based cash. The remaining portion is delivered through a combination of grants of restricted stock and stock appreciation rights.

The Committee, with input from the CEO with respect to the other NEOs, and taking into account the individual NEO’s preference on the matter, decides for each NEO what portion of the total long-term incentive compensation opportunity should be delivered via each of the long-term incentive vehicles. The Company has chosen not to adopt minimum stock ownership requirements for NEOs. However, in making its decision regarding what portion of a long-term award should be delivered via restricted stock, the Committee examines the equity holdings in the Company of each NEO from all sources, including personal holdings, holdings from past incentive-based awards, and holdings within the executive’s 401(k) plan account. As a result, the equity awards to NEOs may include only restricted stock, only stock appreciation rights, or a combination of the two. To provide flexibility in retirement planning, executives who are older than 62 or who will attain age 62 during the fiscal year are not required to have an equity component to their long-term incentive compensation award. The Committee believes that the use of equity-based compensation furthers the goal of aligning executives’ interests with those of Company stockholders.

For fiscal 2008, the long-term incentive compensation awarded to the NEOs contained three components: performance-based cash, performance-based restricted stock, and stock-settled stock appreciation rights.

•

Long-Term Performance-Based Cash Opportunity. Long-term cash awards are granted during the first 90 days of each fiscal year. The awards are paid out following the completion

			of a three-fiscal-year performance period. For example, long-term cash awards granted in early fiscal 2008 will be paid out shortly following the completion of fiscal 2010 (likely on June 15, 2010). The cash portion of each NEO’s long-term incentive compensation award is performance-based and subject to adjustment based on the Company’s performance over the applicable three-year period. Long-term cash compensation increases with the Company’s performance and is uncapped.
			For the long-term incentive compensation performance period that ended in fiscal 2008 (i.e., for the three-year performance period of fiscal 2006 through fiscal 2008), the payout was based upon the average of the fiscal 2006, fiscal 2007 and fiscal 2008 payout percentages associated with the Company’s short-term incentive compensation program. During each of the past three fiscal years, the measure used to determine payout percentages for our short-term incentive compensation program has been depletion-based operating income. The Company’s performance during this three-year performance cycle (fiscal 2006 through fiscal 2008) resulted in a long-term incentive compensation payout at 173% of target.
			An executive typically forfeits his or her long-term cash incentives if he or she voluntarily terminates employment (prior to retirement eligibility) or is discharged for cause during any three-year performance period. Subject to the Plan Administrator’s discretion, for those NEOs who leave the Company at or after age 55 with at least five years of service (considered to be retirees), the long-term cash incentive compensation is prorated, and is paid at the same time and in the same manner as to active employee participants.
			Please see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal 2008 found on page 36 and the Grants of Plan Based Awards for Fiscal 2008 table found on page 39 for more information on the cash portion of the long-term incentive compensation we pay to our NEOs.
	•		Performance-Based Restricted Stock. The restricted stock component of the NEOs’ long-term incentive compensation opportunity is initially determined by the Committee as a cash value, and is awarded to our NEOs on the date of the Company’s Annual Meeting of Stockholders, which is typically held in late July. This cash value is performance-based and subject to adjustment based on the Company’s performance during the fiscal year. After the completion of the fiscal year, the fiscal year’s short-term compensation performance adjustment factor is applied to the cash value designated for restricted stock, and the number of restricted shares issuable in respect of the award is then determined. The share price used to make this determination is the closing price of the relevant class of our common stock on the date of the award (the Annual Meeting date). The restricted shares are issued typically on June 1 following the date of the award.
			For fiscal 2008, Class A Common restricted stock awards were made on July 26, 2007. The number of shares issued in respect of the awards was determined by multiplying the cash value of each NEO’s restricted stock opportunity at target by the short-term performance adjustment factor for fiscal 2008 (169%), and dividing that product by the value of our Class A Common Stock as of the close of trading on the date of the award, July 26, 2007 ($71.83). The restricted shares were issued June 1, 2008.

			Restricted shares awarded for fiscal 2008 vest four years following the date of grant. NEOs receive cash dividend payments on the shares awarded to them to reinforce the ownership value of these shares and alignment with stockholders. Restricted stock is forfeitable should a NEO voluntarily terminate his or her employment (prior to retirement eligibility) during the restriction period, or be terminated for cause. Subject to the Plan Administrator’s discretion, restricted stock vests on a pro rata basis upon retirement, death or involuntary termination for reasons other than for cause. For more information on the restricted stock awarded for fiscal 2008, please see the Grants of Plan Based Awards for Fiscal 2008 and Outstanding Equity Awards as of April 30, 2008, tables set forth on pages 39 and 41, respectively.
	•		Stock-settled Stock Appreciation Rights. Stock-settled stock appreciation rights (“SSARs”) are granted on the date of the Company’s Annual Meeting of Stockholders, which is typically held in late July. The number of Class B Common SSARs awarded to our NEOs for fiscal 2008 was determined by dividing the cash value of the long-term opportunity designated for SSARs by the Black-Scholes value of a SSAR as of the close of trading on the date of grant, July 26, 2007. SSARs are not exercisable until the first day of the third fiscal year following the grant date, and are exercisable for seven fiscal years thereafter (i.e., SSARs granted July 26, 2007, are exercisable May 1, 2010, and expire on April 30, 2017).
			Prior to fiscal 2006, the Committee granted non-qualified Class B Common Stock options as part of the long-term incentive compensation opportunity instead of SSARs. These options are not exercisable until the first day of the third fiscal year following the grant date, and are exercisable for seven fiscal years thereafter. The number of options granted was determined by dividing the cash value of the long-term incentive opportunity designated for options by the Black-Scholes value of the option as of the close of trading on the date of grant.
			For more information on the SSARs awarded for fiscal 2008, please see the Grants of Plan Based Awards for Fiscal 2008 and Outstanding Equity Awards as of April 30, 2008 tables set forth on pages 39 and 41, respectively.

Company Performance and its Effect on Executive Compensation. The Company’s reported performance for fiscal 2008 was solid. We substantially exceeded target performance levels for the fiscal 2008 performance period, and for the fiscal 2007 and fiscal 2006 performance periods. Therefore, the short-term and long-term incentive compensation that was paid on June 15, 2008, was significantly higher than the target amounts for these awards.

The market prices of our Class A and Class B Common Stock increased during fiscal 2008. Our Class A Common Stock closing price increased from $66.62 on April 30, 2007, to $70.25 on April 30, 2008. Our Class B Common Stock closing price increased from $63.93 on April 30, 2007, to $68.02 on April 30, 2008. These price increases resulted in a positive impact to the value of our executives’ accumulated equity-based incentives during fiscal 2008.

Perquisites and Employee Benefits. We provide our NEOs with certain employee benefits that are available to nearly all salaried employees, including Company-paid group term life insurance equal to

two times cash compensation, travel accident insurance, Company matching contributions (up to 5%) to a 401(k) savings plan, medical and dental plans, and a pension that grows with each added year’s service and pay. In addition, we provide our NEOs with certain additional benefits, including a leased automobile (including automobile insurance), and reimbursement of financial planning expenses. We believe these benefits further our goal of attracting and retaining a diverse team of talented executives. For more detail on these benefits, please see the “All Other Compensation” column of the Summary Compensation Table for Fiscal 2008 found on page 36.

We occasionally invite the NEOs and their spouses to certain events, including retirement celebrations, award dinners, and during fiscal 2008, a multi-day offsite strategy session held in conjunction with one of our Board meetings. We believe these events provide valuable opportunities for our senior executives and directors to establish and develop relationships, furthering our objective of having a strong and cohesive senior management team.

Post-Termination Compensation and Benefits. We maintain both tax-qualified retirement plans and non-qualified supplemental excess retirement plans. Most salaried employees, including all of our NEOs, 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 calendar 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. Please see the Pension Benefits Table on page 44 for additional information.

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, including our NEOs, we maintain a nonqualified Supplemental Executive 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. The SERP also provides accelerated vesting of a portion of retirement benefits for certain key employees who join us mid-career.

We maintain a qualified 401(k) savings plan for most salaried employees, including our NEOs. Subject to a maximum the IRS sets annually ($15,500 for calendar 2008; $20,500 for employees who reached age 50 prior to the start of the calendar year), most participants in our 401(k) savings plan may contribute between 1% and 50% of their compensation to their savings plan accounts, although highly compensated employees including our NEOs are limited to contributions of between 1% and 16% of their compensation. Our match of participants’ contributions is currently 100% of the first 5% of the employee’s contribution, and vests fully after four years of service. At termination, the departing participant may elect to leave the vested balance in Company’s 401(k) plan or to roll it over to an IRA or (subject to applicable IRS rules) withdraw it.

We believe these post-termination compensation and benefit programs further our goal of attracting and retaining top executive talent, and serve to encourage executives to make long-term career commitments to us. For additional information on potential payments upon a change in control of the Company or upon termination, please see the Potential Payments upon Change-in-Control or Termination section of this Proxy Statement found on page 46.

NEO Retirements During Fiscal 2008. Three of our NEOs retired during fiscal 2008: Owsley Brown II, our former Executive Chairman; Michael B. Crutcher, our former Vice Chairman, General Counsel, and Corporate Secretary; and Phoebe A. Wood, our former Vice Chairman and Chief Financial Officer.

Owsley Brown II. Owsley Brown II, our former Executive Chairman, retired from management service effective September 30, 2007. The benefits provided to Mr. Brown upon his retirement include standard and customary retirement benefits provided in accordance with our plans, including incentive compensation plan payouts and continued vesting of long-term incentives as indicated in the Grant of Plan-Based Awards Table on page 39 and the Outstanding Equity Awards Table on page 41. Mr. Brown also received partial distributions from Brown-Forman’s qualified and non-qualified pension plans as indicated in the Pension Benefits Table on page 44.

Michael B. Crutcher. Michael B. Crutcher, our former Vice Chairman, General Counsel, and Corporate Secretary, retired effective August 31, 2007. The benefits provided to Mr. Crutcher upon his retirement include standard and customary retirement benefits provided in accordance with our plans, including incentive compensation plan payouts and continued vesting of long-term incentives as indicated in the Grant of Plan-Based Awards Table on page 39 and the Outstanding Equity Awards Table on page 41. Mr. Crutcher also received partial distributions from Brown-Forman’s qualified and non-qualified pension plans as indicated in the Pension Benefits Table on page 44.

Phoebe A. Wood. On April 28, 2008, in connection with her retirement, Phoebe A. Wood, our former Vice Chairman and Chief Financial Officer, and the Company entered into a Letter Agreement, effective May 1, 2008, pursuant to which Ms. Wood agreed to be available to provide consulting services to the Company from May 1, 2008, through April 30, 2009. Under the terms of the Letter Agreement, Ms. Wood was to receive $25,000 on May 1, 2008, and will receive $50,000 in each of the twelve months from May 2008 through April 2009, for total cash payments of $625,000. Ms. Wood will be available for approximately eight hours per week, on average, to provide consulting services to the Company, during which time Ms. Wood’s COBRA coverage costs and any reasonable expenses incurred by her in connection with providing the consulting services will be borne by the Company.

Ms. Wood’s outstanding restricted stock awards were prorated based on the time elapsed since the underlying awards were granted, and vested upon her retirement date as if her employment continued through April 30, 2009. The fiscal 2008 restricted stock award was prorated to 50%, multiplied by the applicable restricted stock performance adjustment factor, and paid in shares of Class A Common Stock, at Ms. Wood’s election, on or about June 1, 2008. For additional information on the treatment of Ms. Wood’s restricted stock upon her retirement, please see the Option Exercises and Stock Vested for Fiscal 2008 Table on page 43.

Appointment of Donald C. Berg as Chief Financial Officer. Donald C. Berg was appointed Chief Financial Officer of the Company, effective May 1, 2008. As of May 1, 2008, Mr. Berg’s base salary was $510,000, with a holiday bonus of $21,250. His short-term incentive compensation opportunity at target was $260,000, and his long-term incentive compensation opportunity for the performance period fiscal 2009 through fiscal 2011 at target was $600,000.

Compensation Policies and Practices.

Deductibility of Compensation. Internal Revenue Code Section 162(m) limits to $1 million the amount of annual compensation we may deduct when paid to a NEO. The law does however, allow us to deduct compensation over $1 million if it is “performance-based” and paid under a formal compensation plan that meets the Internal Revenue Code’s requirements. We took appropriate steps in defining performance goals under our 2004 Omnibus Compensation Plan to assure the deductibility of all compensation paid to NEOs. To maintain flexibility, we have no policy requiring that all NEO compensation be fully deductible. However, the Committee expects the Company to be able to deduct all fiscal 2008 compensation paid to our NEOs.

Equity Award Grants. We have an equity award grant policy that requires the grant date of any award to be the date of the applicable Plan Administrator or Board meeting at which such award was approved, and the grant price to be the closing price of the relevant class of our common stock on the grant date. We do not have a program, plan or practice of timing equity award grants in conjunction with the release of material non-public information (or vice-versa). We have never re-priced or back-dated options granted under any of our equity compensation plans, and the 2004 Omnibus Compensation Plan specifically prohibits these practices.

Purchase of Plan Shares. Under the terms of the Plan, we are required to purchase from time to time in the open market or in private transactions any shares that are issued under the Plan. We may use newly issued shares to cover exercises or redemptions of awards under the Plan, and then may purchase that equal number of shares in the open market or otherwise as quickly as is reasonably practicable thereafter. As a result, grants of awards under the Plan do not result in any long-term dilution to stockholders.

Conclusion. We believe that our executive compensation program has been successful in recruiting, retaining, and motivating a team of talented and diverse executives, both in the United States and around the world, who support our goal of being the best brand builder in the wine and spirits industry.

Compensation Committee Report.

We, the Compensation Committee of the Board of Directors of Brown-Forman Corporation, have reviewed and discussed with Company management the Compensation Discussion and Analysis set forth above, and based upon such review and discussion, have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Summary Compensation Table for Fiscal 2008.

The following table sets forth the compensation paid or accrued by the Company for the fiscal year ended April 30, 2008, for services rendered in all capacities by our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers as of the end of the fiscal year, and two of our former executive officers who served as such during fiscal 2008 and who would have been included among our three most highly compensated executive officers (other than the CEO and CFO) but for the fact they were not serving as executive officers on April 30, 2008 (the “Named Executive Officers” or “NEOs”).

																										Change in
																										Pension
																										Value and
																										Nonqualified
																						Non-Equity				Deferred				All
																		SSAR/				Incentive				Compen-				Other
														Stock				Option				Plan				sation				Compen-
Name and						Salary				Bonus				Awards				Awards				Compensation				Earnings				sation				Total
Principal Position		Year				($)(5)				($)(6)				($)(7)				($)(8)				($)(9)				($)(10)				($)(11)				($)
Paul C. Varga			2008				986,083				—				1,165,139				0				3,096,612				404,184				31,303				5,683,321
Chairman and Chief			2007				945,000				—				690,465				0				2,590,602				413,410				83,544				4,723,021
Executive Officer
Phoebe A. Wood			2008				632,031				—				425,532	(12)			264,942				1,010,300				118,033				32,972				2,483,810
Vice Chairman and Chief			2007				587,969				—				137,542				155,883				982,500				138,741				45,563				2,048,198
Financial Officer, retired(1)
Owsley Brown II			2008				423,733				—				0				40,744				1,903,671				1,618,494				5,300				3,991,942
Executive Chairman,			2007				957,600				—				0				246,428				3,281,470				1,840,820				14,370				6,340,688
retired(2)
James L. Bareuther			2008				550,542				—				302,632				125,558				968,364				300,795				39,383				2,287,274
Executive Vice President			2007				526,167				—				204,127				218,514				1,080,620				309,183				49,123				2,387,734
and Chief Operating Officer
James S. Welch, Jr.(3)			2008				524,166				—				202,936				140,777				858,925				123,846				32,165				1,882,815
Vice Chairman
Michael B. Crutcher			2008				171,354				—				568,595				0				740,221				743,459				16,528				2,240,157
Vice Chairman, General			2007				486,750				—				174,340				0				1,166,475				441,519				49,128				2,318,212
Counsel, and Corporate Secretary, retired(4)
Mark I. McCallum(3)			2008				462,292				—				103,079				88,474				774,276				57,233				30,384				1,515,738
Executive Vice President and Chief Brands Officer

(1)		Ms. Wood retired from her position as Vice Chairman and Chief Financial Officer, effective April 30, 2008.
(2)		Mr. Brown retired from his position as Executive Chairman, effective September 30, 2007.
(3)		Mr. Welch and Mr. McCallum were not Named Executive Officers during fiscal 2007. Therefore, no compensation information for fiscal 2007 appears in the Summary Compensation Table for these individuals.
(4)		Mr. Crutcher retired from his position as Vice Chairman, General Counsel, and Corporate Secretary, effective August 31, 2007.
(5)		Salary includes holiday bonus. Please see page 28 for additional information.
(6)		NEOs do not receive non-performance based compensation that would be considered a “Bonus” under SEC regulations.

(7)		Amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended April 30, 2008, in accordance with SFAS 123(R), related to restricted stock granted in fiscal 2008 as well as prior fiscal years. Pursuant to SEC Regulations, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Footnote 15 to the Company’s audited financial statements for the fiscal year ended April 30, 2008, which are included in the Company’s Annual Report on Form 10-K as filed with the SEC. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be recognized by the NEOs. Amounts reflected in this column (for fiscal 2007 and fiscal 2008) include dividends paid on restricted stock.
(8)		Amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended April 30, 2008, in accordance with SFAS 123(R), related to SSARs granted in fiscal 2008, as well as options and SSARs granted in prior fiscal years. Pursuant to SEC Regulations, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Footnote 15 to the Company’s audited financial statements for the fiscal year ended April 30, 2008, which are included in the Company’s Annual Report on Form 10-K as filed with the SEC. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be recognized by the NEOs.
(9)		Amounts listed for the year 2008 reflect short-term cash incentive compensation paid out for the one-year performance period ended April 30, 2008, and long-term cash incentive compensation paid out for the three-year performance period ended April 30, 2008, as determined by the Compensation Committee at its May 21, 2008 meeting and paid to the NEOs on or about June 15, 2008. Specific amounts include, for Mr. Varga, $2,048,778 short-term cash incentive compensation and $1,047,834 long-term cash incentive compensation; for Ms. Wood, $439,400 short-term cash incentive compensation and $570,900 long-term cash incentive compensation; for Mr. Brown, $765,071 short-term cash incentive compensation and $1,138,600 long-term cash incentive compensation; for Mr. Bareuther, $439,400 short-term cash incentive compensation and $528,964 long-term cash incentive compensation; for Mr. Welch, $439,400 short-term cash incentive compensation and $419,525 long-term cash incentive compensation; for Mr. Crutcher, $141,987 short-term cash incentive compensation and $598,234 long-term cash incentive compensation; and for Mr. McCallum, short-term cash incentive compensation of $439,400 and $334,876 long-term cash incentive compensation.
(10)		Amounts listed for the year 2008 reflect the change in pension value for each NEO during fiscal 2008. Specific amounts include, for Mr. Varga, ($2,176) change in qualified pension and $406,360 change in non-qualified pension; for Ms. Wood, $17,720 change in qualified pension and $100,312 change in non-qualified pension; for Mr. Brown, $577,451 change in qualified pension, $476,301 change in non-qualified pension and $564,742 pension distribution; for Mr. Bareuther, $44,902 change in qualified pension and $255,893 change in non-qualified pension; for Mr. Welch, $4,433 change in qualified pension and $119,413 change in non-qualified pension; for Mr. Crutcher, $69,618 change in qualified pension, $239,592 in non-qualified pension and $434,249 in pension distribution; and for Mr. McCallum, $14,860 change in qualified pension and $42,373 in non-qualified pension. Please see the Pension Benefits Table on page 44 for additional information, including assumptions used in the present value calculations.
(11)		Please see the Fiscal 2008 All Other Compensation Table below for additional information on the amounts reflected in this column. For fiscal 2008, amounts reflected in this column do not include dividends paid on restricted stock; for fiscal 2007, amounts reflected in this column include dividends paid on restricted stock.
(12)		Under the terms of the Letter Agreement entered into between the Company and Ms. Wood in connection with her retirement, Ms. Wood forfeited 1,741 shares of Class A Common Stock and 949 shares of Class B Common Stock.

The following table sets forth each component of the “All Other Compensation” column of the Summary Compensation Table.

Fiscal 2008 All Other Compensation Table

						Cost of
						Company-								Reimbursement
		401(k)				Provided				Cost of				of Financial
		Matching				Life				Company-				Planning
Name		Contribution				Insurance				Leased Car(1)				Expenses				Total
Paul C. Varga		$	11,500			$	3,120			$	16,683			$	0			$	31,303
Phoebe A. Wood			11,875				2,695				14,402				4,000				32,972
Owsley Brown II			0				1,300				0				4,000				5,300
James L. Bareuther			11,520				2,472				13,094				12,297				39,383
James S. Welch, Jr.			12,125				2,330				13,710				4,000				32,165
Michael B. Crutcher			5,375				770				7,538				2,845				16,528
Mark I. McCallum			12,125				2,041				16,218				0				30,384

(1)		Values based on incremental cost to the Company during the fiscal year, including lease payments, maintenance and registration, and annual insurance premiums.

Grants of Plan-Based Awards for Fiscal 2008.

The following table sets forth information regarding the equity and non-equity awards granted to our NEOs during fiscal 2008. All such awards were made under our 2004 Omnibus Compensation Plan, as amended. For additional information on the Plan and the fiscal 2008 awards made thereunder, please see the Incentive Compensation section of our Compensation Discussion and Analysis, which begins on page 24.

																																		All				All
																																		Other				Other
																																		Stock				Option								Grant
										Estimated Future Payouts												Estimated Future Payouts												Awards:				Awards:				Exercise				Date Fair
										Under Non-Equity Incentive												Under Equity Incentive												Number				Number of				or Base				Value of
										Plan Awards(2)												Plan Awards(3)												of Shares				Securities				Price of				Stock and
										Thresh-												Thresh-												of Stock				Underlying				Option				Option
		Grant				Descrip-				old				Target				Maximum				old				Target				Maximum				or Units				Options(4)				Awards				Awards(5)
Name		Date				tion(1)				($)				($)				($)				($)				($)				($)				(#)				(#)				($/Sh)				($)
Paul C. Varga						STC					0				1,212,295				2,424,590
						LTC					0				1,025,929				2,051,858
						RS																	0				1,025,929				2,051,858																1,733,833
Phoebe A. Wood						STC					0				260,000				520,000
						LTC					0				300,000				600,000
						RS																	0				75,000	(6)			150,000	(6)															126,780
			7/26/07			SSAR																																	9,869			$	68.22				150,532
Owsley Brown II						STC					0				452,704				905,408
						LTC					0				191,448				382,896
James L. Bareuther						STC					0				260,000				520,000
						LTC					0				312,500				625,000
						RS																	0				187,500				375,000																316,914
			7/26/07			SSAR																																	8,224			$	68.22				125,441
James S. Welch, Jr.						STC					0				260,000				520,000
						LTC					0				300,000				600,000
						RS																	0				120,000				240,000																202,848
			7/26/07			SSAR																																	11,843			$	68.22				180,641
Michael B. Crutcher						STC					0				84,016				168,032
						LTC					0				168,033				336,066
Mark I. McCallum						STC					0				260,000				520,000
						LTC					0				360,000				720,000
						RS																	0				120,000				240,000																202,848
			7/26/07			SSAR																																	7,895			$	68.22				120,422