POWER OF ATTORNEY



The undersigned does hereby constitute and appoint each of Nelea A. Absher,

Holli H. Lewis, Diane M. Barhorst, and Laura H. Pulliam, signing singly, the

undersigned's true and lawful attorney-in-fact to:



1. prepare, execute and file, for and on behalf of the undersigned, Form ID,

Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a)

of the Securities Exchange Act of 1934 (the "Act") and the rules thereunder, and

Schedules 13D and 13G (including amendments thereto) in accordance with Sections

13(d) and 13(g) of the Act and the rules thereunder;



2. do and perform any and all acts for and on behalf of the undersigned that may

be necessary or desirable to prepare and execute any such Form 3, 4 or 5

(including amendments thereto) or Schedule 13D or 13G (including amendments

thereto) and timely file that Form or Schedule with the United States Securities

and Exchange Commission and any stock exchange or similar authority, and provide

a copy as required by law or advisable to such persons as the attorney-in-fact

deems appropriate; and



3. take any other action of any type whatsoever in connection with the foregoing

that, in the opinion of the attorney-in-fact, may be of benefit to, in the best

interest of, or legally required of the undersigned, it being understood that

the documents executed by the attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as the attorney-in-fact may approve in the attorney-in-

fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that the attorney-in-fact, or the attorney-

in-fact's substitute or substitutes, shall lawfully do or cause to be done by

virtue of this Power of Attorney and the rights and powers herein granted.



The undersigned acknowledges that the foregoing attorneys-in-fact, and their

substitutes, in serving in such capacity at the request of the undersigned, are

not assuming, nor is Brown-Forman Corporation (the "Corporation") assuming, (i)

any of the undersigned's responsibilities to comply with Section 16 or Sections

13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure

to comply with such requirements.  This Power of Attorney does not relieve the

undersigned from the undersigned's obligations to comply with the requirements

of the Act, including without limitation the reporting requirements under

Section 16 or Sections 13(d) or 13(g) thereunder.  The undersigned agrees that

each such attorney-in-fact may rely entirely on information furnished orally or

in writing by or at the direction of the undersigned to the attorney-in-fact.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D and

13G with respect to the undersigned's holdings of and transactions in securities

issued by the Corporation, unless earlier revoked by the undersigned in a signed

writing delivered to the foregoing attorneys in fact.  This Power of Attorney

does not revoke any other power of attorney that the undersigned has previously

granted.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 17th day of May, 2007.





/s/ Owsley Brown Frazier

OWSLEY BROWN FRAZIER