Summary of BROWN FORMAN CORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On a Form 8-K filed October 19, 2012, the Company reported Chief Marketing Officer John K. Sirchio's departure from the Company. On December 20, 2012, the Company and Mr. Sirchio entered into a Letter Agreement ("Letter Agreement") that provides for the following compensatory arrangements. Mr. Sirchio will continue to receive his salary, including holiday bonus, and all Company-paid benefits through his termination date of December 31, 2012. In addition, beginning January 1, 2013, the Company will pay Mr. Sirchio one year of his annual salary including holiday bonus - a total amount of $571,666.68 - in the same bi-weekly manner it pays its active employees. The Company will make lump sum payments to Mr. Sirchio of $50,000 for outplacement assistance and $50,000 to cover transition expenses incident to his departure.

Mr. Sirchio's short term incentive compensation opportunity will be prorated based on the number of calendar days he was employed during the fiscal year (May 1, 2012 - December 31, 2012), adjusted for actual Company performance, and paid after the end of the fiscal year. Company performance will be used as a proxy for his individual performance score. Long-term cash incentive compensation for the three-year performance periods beginning May 1, 2010 and May 1, 2011, will be adjusted for actual Company performance and paid at the same time and in the same manner as to active participants. Long-term cash incentive compensation for the three-year performance period beginning May 1, 2012 will be prorated through December 31, 2012, adjusted for actual company performance, and paid at the same time and in the same manner as to active participants.

Mr. Sirchio will have until December 31, 2013 to exercise outstanding Class B common stock-settled stock appreciation rights ("SSARs") that are vested and exercisable as of December 31, 2012. Unvested SSARs will vest according to the vesting schedule described in the applicable award agreements, and Mr. Sirchio will have 12 months following vesting to exercise these SSARs. SSARs granted for fiscal 2013 will be prorated through December 31, 2012. Class A common performance-based restricted stock for the three-year performance periods beginning May 1, 2010 and May 1, 2011, will be adjusted for actual Company performance and be paid at the same time and in the same manner as to active participants. Class A common performance-based restricted stock for the three-year performance period beginning May 1, 2012 will be prorated through December 31, 2012, adjusted for actual company performance, and paid at the same time and in the same manner as to active participants.

The Letter Agreement contains a release and covenant not to sue, as well as other customary provisions. The foregoing summary of the Letter Agreement and its terms is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.