The following Restated Certificate of Incorporation includes the amendment to

the first paragraph  of  Article  Fourth  of  the  Restated   Certificate  of

Incorporation to change the number of authorized shares, which amendment has

been approved by the  shareholders by written  consent in lieu of a meeting,  in

response to a proxy  statement dated December 5, 2003 in accordance with Section

242(b)(1)  and (2) of the  Delaware  General  Corporation  Law and in all  other

respects correctly sets forth without change the corresponding provisions of the

Corporation's Restated Certificate of Incorporation as heretofore amended:

 

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            BROWN-FORMAN CORPORATION

 

   FIRST:   The name of this Corporation is BROWN-FORMAN CORPORATION.

 

   SECOND:  The registered office of the Corporation in the State of Delaware is

to be located at 1209 Orange Street, City of Wilmington, County of New Castle.

The name and post office address of its registered agent in the State of

Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange

Street, Wilmington, County of New Castle, Delaware 19801.

 

   THIRD:   The nature of the business and the objects and purposes to be

transacted, promoted and carried on by the Corporation are to do, in any part of

the world, any and all things herein mentioned and set forth, as fully and to

the same extent, to all intents and purposes, as natural persons might or could

do, viz:

 

       1. To manufacture, distill, compound, blend, rectify, combine, buy, sell,

          distribute, deal in, export, import, store and warehouse all kinds of

          distilled spirits, whiskey, gin, high wines, alcohol and all kinds of

          cereals, grains, beets, yeasts, oils, molasses, and all articles used

          or useful in connection with the operation of a distillery, and all

          products or by-products of such articles;

 

       2. To manufacture, buy, sell, deal in, distribute, store and warehouse

          such cooperage as may be used or useful in the operation of a

          distillery;

 

       3. To manufacture, buy, sell, distribute, grow, import, export, store and

          warehouse all materials and supplies and other articles used or useful

          or incidental to the operation of a distillery business;

 

       4. To carry on a general distilling, redistilling, compounding, blending,

          bottling, cooperage, storage and warehousing business;

 

       5. To issue, register, certify, buy, sell, pledge, assign, transfer,

          exchange, guarantee and otherwise deal in storage or warehouse

          receipts;

 

       6. To acquire by purchase or otherwise, own, mortgage, pledge, sell,

          assign, transfer, and otherwise acquire and dispose of and deal in and

          with goods, wares and merchandise and real and personal property of

          every class and description wheresoever situated;

 

       7. To purchase, acquire, hold, guarantee, sell, assign, transfer,

          mortgage, pledge, exchange, or otherwise dispose of shares of the

          capital stock, bonds, debentures, evidences of indebtedness and other

          securities of any corporation or association, whether foreign or

          domestic, private or governmental, whether now or hereafter organized,

          and to issue in exchange therefore its own stocks, bonds or other

          obligations or securities, and while the holder of any such shares of

          stock or other securities to exercise all the rights, powers and

          privileges of ownership, including the right to vote thereon to the

          same extent as a natural person might or could do;

 

       8. To sell or in any manner dispose of, mortgage or pledge any stock,

          bonds or other obligations or any property, real or personal, which at

          any time may be held by the Corporation as and when and upon such

          terms and conditions as the Board of Directors shall determine.

 

       9. To acquire all or any part of the good will, rights, property and

          business of any person, entity, partnership, association or

          corporation heretofore or hereafter engaged in any business similar to

          any business which the Corporation has power to conduct, to pay for

          the same in cash or in stock, bonds or other obligations of the

          Corporation or otherwise, to hold, utilize and in any manner dispose

          of the whole or any part of the rights and property so acquired, and

          to assume in connection therewith any liabilities of any such person,

          entity, partnership, association or corporation and conduct in any

          lawful manner the whole or any part of the business thus acquired;

 

      10. To acquire, hold, use, sell, assign, lease and grant licenses in

          respect of, mortgage or otherwise dispose of, letters patent of the

          United States, or any foreign country, patents, patent rights,

          licenses and privileges, inventions, improvements and processes,

          trademarks, and trade-names, relating to or useful in connection with

          any business of the Corporation;

 

      11. To enter into, make, perform and carry out contracts of every kind for

          any lawful purpose without limit as to amount, with any person, firm,

          association or Corporation, municipality, county, state, territory,

          government or other municipal or governmental sub-division;

 

      12. From time to time, without limit as to amount, to borrow or raise

          moneys for any of the purposes of the Corporation and to draw, make,

          accept, endorse, execute and issue promissory notes, drafts, bills of

          exchange, warrants, bonds, debentures and other negotiable or non-

          negotiable instruments and evidences of indebtedness, and to secure

          the payment thereof and of the interest thereon by mortgage on, or

          pledge, conveyance or assignment in trust of, the whole or any part of

          the assets of the Corporation, real, personal or mixed, including

          contract rights, whether at the time owned or thereafter acquired, and

          to sell, pledge or otherwise dispose of such securities or other

          obligations of the Corporation for its corporate purposes.  To loan

          its uninvested funds and/or surplus from time to time to such extent

          as the Corporation may deem advisable, with such security, if any, as

          the Board of Directors may determine.

 

      13. To purchase, hold, sell, transfer, reissue or cancel the shares of its

          own capital stock or any securities or other obligations of the

          Corporation in the manner and to the extent now or hereafter permitted

          by the laws of Delaware;

 

      14. The Corporation may conduct its business in the State of Delaware, in

          other states, the District of Columbia, the territories and colonies

          of the United States, and in foreign countries, and may hold, own,

          improve, mortgage, sell, convey, and otherwise dispose of real and

          personal property of every class and description in any of the states,

          districts, territories or colonies of the United States, and in all

          foreign countries, subject to the laws of such state, district,

          territory, colony or country;

 

      15. In general, to carry on any other business in connection with the

          foregoing, whether manufacturing or otherwise, and to have and to do

          any and all things incident to or in connection with the objects and

          purposes of the Corporation hereinabove set forth; provided, however,

          that the Corporation shall not in any state, territory, district,

          possession or country carry on any business, or exercise any powers,

          which a corporation organized under the laws thereof could not carry

          on or exercise.  It is the intention that the objects specified in

          this Third clause shall, except where otherwise expressed in said

          clause, be in no wise limited or restricted by reference to or

          inference from the terms of any other clause in this Certificate of

          Incorporation, but that the several objects specified in this clause

          shall be regarded as independent objects, nor shall anything in this

          clause be held to limit or restrict, in any manner, the powers of this

          Corporation.

 

   FOURTH:  The total number of shares of all classes of stock which the

Corporation shall have authority to issue is One Hundred Fifty-Seven Million

(157,000,000) shares, divided into (a) Fifty-Seven Million (57,000,000) shares

of Class A Common Stock of the par value of Fifteen Cents ($0.15) each; and

(b) One Hundred Million (100,000,000) shares of Class B Common Stock of the

par value of Fifteen Cents ($0.15) each.

 

   Authorized but unissued shares of Class A Common Stock and of Class B Common

Stock may be issued and sold from time to time by the Corporation for such

consideration and upon such terms as may from time to time be fixed by the Board

of Directors, without action by the stockholders.

 

Rights of Class A Common Stock and Class B Common Stock.

 

   Every share of the common stock of both classes, whenever and for whatever

consideration issued, shall be entitled to the same rights as every other share

of common stock in all distributions of earnings or assets of the Corporation

distributable to the holders of the common stock.

 

   Except as herein provided, the holders of the Class A Common Stock shall have

full and exclusive voting powers.  The Class B Common Stock shall be in all

respects equal and identical to the Class A Common Stock except that the holders

of the Class B Common Stock shall have no voting powers in the election of

directors, or on any question, except as otherwise provided by the laws of

Delaware.

 

General Provisions.

 

   No holder of any stock of the Corporation as such shall be entitled as of

right to purchase or subscribe for any part of any stock of the Corporation

authorized by this Restated Certificate of Incorporation or of any additional

stock of any class to be issued by reason of any increase of the authorized

stock of the Corporation or of any bonds, certificates of indebtedness,

debentures, or other securities convertible into stock of the Corporation, but

any stock authorized by this Restated Certificate of Incorporation, or any such

additional authorized issue of stock or of securities convertible into stock,

may be issued and disposed of by the Board of Directors to such persons, firms,

corporations, or associations, and upon such terms as the Board of Directors may

in its discretion determine, without offering any thereof on the same terms or

on any terms to the stockholders then of record or to any class of stockholders.

 

   FIFTH:   This Corporation is to have perpetual existence.

 

   SIXTH:   The private property of the stockholders shall not be subject to the

payment of corporate debts to any extent whatever.  Stock of the Corporation

which has been declared by the Board of Directors to be full paid stock in

accordance with the existing laws of the State of Delaware in such case made and

provided shall not be liable to any further assessment or call thereon, nor

shall the holder thereof be liable for any further payment thereon or in respect

thereto, anything herein or in the constitution or law of any other state,

territory or dependency or country now in force or hereafter enacted to the

contrary notwithstanding.

 

   SEVENTH: The number of Directors of the Corporation shall be fixed by the

By-laws and may be altered from time to time as may be provided therein, but

shall never be less than three (3).  In case of any increase in the number of

Directors, the additional Directors may be elected by the Directors then in

office or by the Stockholders at any annual or special meeting, as shall be

provided in the By-Laws.  It shall not be necessary to be a stockholder in order

to be a Director.

 

   EIGHTH:  All corporate powers shall be exercised by the Board of Directors

except as otherwise provided by statute or by this Certificate of Incorporation.

 

   In furtherance, and not in limitation of the powers conferred by statute, the

Board of Directors is expressly authorized:

 

      To make, alter and amend the By-Laws of the Corporation;

 

      To set apart out of any funds of the Corporation available for dividends,

      a reserve or reserves for any proper purpose and to abolish any such

      reserve in the manner in which it was created;

 

      To authorize the payment of compensation to the Directors for services to

      the Corporation, including fees for attendance at meetings of the Board of

      Directors, and to determine the amounts of such compensation and fees;

 

      The Board of Directors may from time to time create and issue, whether or

      not in connection with the issue and sale of any shares of stock or other

      securities of the Corporation, rights or options entitling the holders

      thereof to purchase from the Corporation any shares of its capital stock,

      such rights or options to be evidenced by or in such instrument or

      instruments as shall be approved by the Board of Directors.  The terms

      upon which, the time or times, which may be limited or unlimited in

      duration, at or within which, and the price or prices at which any such

      shares may be purchased from the Corporation upon the exercise of any such

      rights or options shall be such as shall be fixed and stated in a

      resolution or resolutions adopted by the Board of Directors providing for

      the creation and issue of such rights or options, and, in every case, set

      forth or incorporated by reference in the instrument or instruments

      evidencing such rights or options;

 

      To procure the Corporation to be licensed or recognized in any state,

      county, city or other municipality of the United States, the District of

      Columbia, and in any foreign country and in any town, city or municipality

      thereof, to conduct its business and to have one or more offices therein.

 

      From time to time to determine whether and to what extent, and at what

      times and places, and under what conditions and regulations, the accounts

      and books of the Corporation (other than the stock ledger), or any of

      them, shall be open to the inspection of the Stockholders, and no

      Stockholder shall have any right to inspect any account or book or

      document of this Corporation, except as permitted by statute or authorized

      by the Board of Directors, or by a resolution of the Stockholders;

 

      If the By-Laws so provide, to designate three (3) or more of their number

      to constitute an Executive Committee, which Committee shall, for the time

      being, as provided in the By-Laws of the Corporation, have and exercise

      any or all of the powers of the Board of Directors in the management of

      the business and affairs of this Corporation, and have power to authorize

      the seal of this Corporation to be affixed to all papers which may

      require it;

 

      Both Stockholders and Directors shall have power, if the By-Laws so

      provide, to hold their meetings, either within or without the State of

      Delaware, and to have one or more offices outside the State of Delaware,

      in addition to the principal office in Delaware; and the books of the

      Corporation may (subject to the provisions of the statute) be kept outside

      of the State of Delaware, at such places as may be, from time to time,

      designated by the Board of Directors;

 

      Pursuant to the affirmative vote of the holders of at least a majority of

      the shares of stock issued and outstanding and entitled to vote, given at

      a Stockholders' meeting duly called for that purpose, or when authorized

      by the written consent of the holders of a majority of the shares of stock

      issued and outstanding and entitled to vote, the Board of Directors shall

      have power and authority at any meeting, to sell, lease or exchange all of

      the property and assets of this Corporation, including its good will and

      its corporate franchises, upon such terms and conditions as its Board of

      Directors deem expedient and for the best interests of the Corporation;

 

      This Corporation may, in its By-Laws, confer powers, additional to the

      foregoing, upon the Directors, in addition to the powers and authorities

      expressly conferred upon them by statute.

 

   NINTH:   A Director of this Corporation shall not be disqualified by his

office from dealing or contracting with this Corporation either as a vendor,

purchaser, or otherwise, nor shall any transaction or contract of this

Corporation be void or voidable by reason of the fact that any director or any

firm of which any director is a member or any corporation of which any director

is a shareholder, officer or director, is in any way interested in such

transaction or contract, provided that such transaction or contract is or shall

be authorized, ratified or approved, either (1) by a vote of a majority or a

quorum of the Board of Directors without counting in such majority or quorum any

director so interested or member of a firm so interested or a shareholder,

officer or director of a corporation so interested, or (2) by the written

consent or by vote at a stockholders' meeting of the holders of record of a

majority in number of all the outstanding shares of capital stock of this

Corporation entitled to vote; nor shall any director be liable to account to

this Corporation for any profits realized by and from or through any such

transaction, or contract of this Corporation authorized, ratified or approved as

aforesaid by reason of the fact that he or any firm of which he is a member or

any corporation of which he is a shareholder, officer or director was interested

in such transaction or contract. Nothing herein contained shall create any

liability in the events above described or prevent the authorization,

ratification or approval of such contracts in any other manner provided by law.

 

   A director shall not be personally liable to the corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director,

except that he may be liable (i) for any breach of the director's duty of

loyalty to the corporation or its stockholders, (ii) for acts or omissions not

in good faith or which involve intentional misconduct or a knowing violation of

law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for

any transaction from which the director derived an improper personal benefit.

 

   TENTH:   Whenever a compromise or arrangement is proposed between this

Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this Corporation or of any creditor or stockholder thereof, or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of Section 3883 of the Revised Code of 1915 of said State, or on

the application of trustees in dissolution or of any receiver or receivers

appointed for this Corporation under the provisions of Section 43 of the General

Corporation Law of the State of Delaware, order a meeting of the creditors or

class of creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, to be summoned in such manner as the said Court

directs.  If a majority in number representing three-fourths in value of the

creditors or class of creditors, and/or of the stockholders or class of

stockholders of this Corporation, as the case may be, agree to any compromise or

arrangement and to any reorganization of this Corporation as consequence of such

compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the Court to which the said application

has been made, be binding on all the creditors or class of creditors, and/or on

all the stockholders or class of stockholders, of this Corporation, as the case

may be, and also on this Corporation.

 

   ELEVENTH: The Corporation reserves the right to amend, alter, change, or

repeal any provisions contained in this Certificate of Incorporation, in the

manner now or hereafter prescribed by statute, and all rights conferred on

Stockholders herein are granted, subject to this reservation.

[As Filed: 03/04/2004]