EMPLOYMENT AGREEMENT


     This  EMPLOYMENT AGREEMENT (this "Agreement") is entered  into
as  of  July  1, 2006 by and between SEABOARD OVERSEAS AND  TRADING
GROUP,  a  division of Seaboard Corporation, a Delaware corporation
(together with any Successor thereto, the "Company"), and David  M.
Dannov ("Executive").

                            WITNESSETH:

     WHEREAS,  the  Company  desires  to  employ  and  secure   the
exclusive  services  of Executive on the terms and  conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment  on  such
terms and conditions; and

     NOW,  THEREFORE,  in  consideration of the  premises  and  the
mutual  covenants and promises contained herein and for other  good
and  valuable consideration, the Company and Executive hereby agree
as follows:

     1.    Agreement to Employ.  Upon the terms and subject to  the
conditions of this Agreement, the Company hereby agrees to continue
to  employ  Executive, and Executive hereby accepts such  continued
employment with the Company.

     2.    Term; Position and Responsibilities; and Location.

           (a) Term of Employment.  Unless  Executive's  employment
shall  sooner  terminate  pursuant to  Section 8, the Company shall
continue to  employ  Executive  on  the  terms  and  subject to the
conditions   of   this   Agreement  for   a  term   commencing   on
July  1,  2006  (the "Commencement  Date") and  ending  on the date
which is five years after the Commencement Date, provided, however,
on   each   annual   anniversary  date  of  the  Commencement  Date
(an "Annual  Anniversary Date"),  Executive's  employment hereunder
shall  be  deemed to be automatically extended, upon the same terms
and conditions for five  years  after such Annual Anniversary Date,
unless the Company shall have given written notice to Executive, at
least  thirty  (30)  days  prior  to  the expiration of such Annual
Anniversary Date,  of  its intention  not  to extend the Employment
Period (as defined below) hereunder. Notwithstanding the foregoing,
unless mutually  agreed  to  by  the  Company  and  the  Executive,
Executive's  employment  hereunder  shall  under  no  circumstances
extend beyond December 31, 2026.  The period during which Executive
is employed by the Company pursuant  to  this  Agreement, including
any extension  thereof  in accordance  with the preceding sentence,
shall be referred to as the "Employment Period."

           (b) Position and Responsibilities. During the Employment
Period,  Executive  shall  serve  as President and Chief  Executive
Officer, Seaboard  Overseas  and Trading Group, and shall have such
duties  and  responsibilities  as  are   customarily   assigned  to
individuals  serving  in  such  position  and  such   other  duties
consistent with Executive's  title  and  position  as  the Board of
Directors of the Company (the "Board") specifies from time to time.
Executive shall devote  all of  his  skill,

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knowledge,   commercial   efforts  and   business   time   to   the
conscientious   and  good  faith  performance  of  his  duties  and
responsibilities for the Company to the best of his ability.

           (c) Location.  During the Employment Period, Executive's
services  shall  be  performed  primarily  in   the   Kansas   City
metropolitan area.  However,  Executive  may  be required to travel
in  and  outside  of  Kansas  City  as  the  needs of the Company's
business dictate.

     3.    Base  Salary.  Commencing  August 7, 2006,  the  Company
shall  pay  Executive  a  base  salary at an annualized rate of two
hundred  twenty-five  thousand   dollars  ($225,000),   payable  in
installments on the Company's  regular payroll  dates.   The  Board
shall review Executive's base salary annually during the Employment
Period  and  may  increase (but not decrease) such base salary from
time  to  time,  based  on   its  periodic  review  of  Executive's
performance   in accordance with the Company's regular policies and
procedures.  The annual base  salary payable to Executive from time
to  time  under this  Section  3  shall hereinafter be referred  to
as  the  "Base Salary."

     4.    Annual Bonus Compensation.  Executive  shall be eligible
to receive an annual bonus ("Annual Bonus") with  respect  to  each
calendar  year  ending during the Employment  Period.   The  Annual
Bonus  shall be determined under the Company's Executive  Officers'
Bonus  Plan  or  such  other annual bonus plan  maintained  by  the
Company   for  similarly  situated  Executives  that  the   Company
designates,  in  its  sole discretion (any such  plan,  the  "Bonus
Plan"), in accordance with the terms of such plan as in effect from
time to time.  Executive's Annual Bonus shall not be less than  two
hundred  fifty  thousand dollars ($250,000) for any  calendar  year
during  the Employment Period.  The Annual Bonus is earned pro-rata
throughout  each  year.  The Annual Bonus for each  year  shall  be
payable in cash on or before March 1 of the following year.

     5.    Car  Allowance.   During Executive's Employment  Period,
Executive  will be entitled to receive an annual car allowance  and
gasoline  charge  privileges in accordance with the  Company's  car
allowance policy.

     6.    Executive  Benefits.   During  the   Employment  Period,
Executive  will  be  eligible  to  participate in the employee  and
executive benefit plans and programs maintained by the Company from
time  to time  in  which  executives  of the Company at Executive's
grade level are eligible to participate, including medical, dental,
disability, hospitalization, life insurance, and retirement  (i.e.,
401K,   pension   and   executive   retirement   plans),   deferred
compensation  and  savings  plans, on  the terms and subject to the
conditions set forth in  such  plans;  as  may be amended from time
to  time;  provided, however,  the benefits provided by the Company
will  not  be  amended  to  provide  for  any  benefits  which  are
materially  less  than  the  current benefits provided to Executive
at the Commencement Date.

     7.    Indemnification; Expenses; Paid Time Off.

           (a)  Indemnification.   Except  to  the  extent, if any,
prohibited  by  law,   the   Company   shall   indemnify  Executive
against expenses (including  attorneys'  fees  of counsel  selected
by  Executive), judgments, fines  and  amounts paid  in  settlement
actually  and  reasonably  incurred by Executive in connection with
any threatened,  pending  or  completed action, suit or proceeding,
whether  civil, criminal, administrative or investigative, to which
Executive  was, is,  or is threatened

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to be, made a party by reason of facts  which  include  Executive's
being  or  having  been   an employee, officer, director  or  agent
of  the  Company or any Affiliates.  Except to the extent,  if any,
prohibited  by  law, the  Company  shall  pay  expenses  (including
attorneys' fees  of  counsel  selected  by  Executive) actually and
reasonably incurred by Executive in defending any such action, suit
or proceeding in advance of the final disposition  of such  action,
suit or proceeding upon receipt of an undertaking  by  Executive to
repay  such  amounts  so  paid  on  Executive's  behalf if it shall
ultimately  be  determined  that  Executive  is  not entitled to be
indemnified by the Company for such expenses under applicable  law.
The  provisions of this Section 7(a) shall (i) survive  termination
of  this  Agreement; and (ii) not be deemed exclusive of any  other
indemnification  or  expense  rights  to  which  Executive  may  be
entitled.

           (b)  Business  Expenses.  During  the Employment Period,
the  Company  will  reimburse  Executive  for  all  reasonable  and
necessary  business-related  expenses  incurred by Executive at the
request of and  on behalf  of  the  Company in accordance with  The
Company's  normal expense reimbursement policies.

           (c)  Paid  Time  Off.  During  the   Employment  Period,
Executive shall be entitled to paid time off on an annualized basis
in  accordance with  the Company's paid time off policy.  Executive
shall also  be entitled to Company-designated holidays.

     8.    Termination of Employment.

           (a) Termination Due to Death or Disability.  Executive's
employment shall automatically terminate upon Executive's death and
may  be terminated by the Company due to Executive's Disability (as
defined  below  in  this  subsection  (a)).   In  the  event   that
Executive's  employment  is terminated due  to  his  Disability  or
death, no termination benefits shall be payable to or in respect of
Executive except as provided in Section 8(f)(ii).  For purposes  of
this  Agreement, "Disability" means a physical or mental disability
that prevents or would prevent the performance by Executive of  his
duties  hereunder for a continuous period of six months or  longer.
The  determination of Executive's Disability will  be  made  by  an
independent physician agreed to by the parties.  If the parties are
unable  to  agree  within  ten  (10)  days  after  a  request   for
designation  by  a party, then the Company and the Executive  shall
each  select a physician, and the two (2) physicians selected shall
select  a  third physician.  The three (3) physicians  so  selected
shall  make  a  determination  of the  Executive's  Disability,  as
determined  by  at  least  two  (2) of  the  three  (3)  physicians
selected.   Such  determination shall be final and binding  on  the
parties  hereto,  and  shall  be based on  such  competent  medical
evidence  as  shall  be presented to such physicians  by  Executive
and/or  the  Company or by any physician or group of physicians  or
other  competent medical experts employed by Executive  and/or  the
Company to advise such physicians.

           (b) Termination  by the  Company for Cause.  Executive's
employment may  be  terminated by the Company for Cause (as defined
below  in  this subsection  (b)).  In the event of a termination of
Executive's employment by the Company for Cause, Executive shall be
paid the termination benefits as provided in Section 8(f)(ii).  For
purposes of  this Agreement, "Cause" means (i) a material breach by
Executive  of  any  provision  of  this  Agreement; (ii) a material
violation  by Executive  of  any Policy (as defined in Section 14),
resulting in material injury  to  the  Company;  (iii)  Executive's
willful misconduct  or  gross  negligence  that  has caused  or  is
reasonably expected  to

<PAGE> 3

result in material injury to the business,  reputation or prospects
of   the  Company  or  any  of   its  Affiliates; (iv)  Executive's
material fraud or misappropriation of funds; or (v) the  commission
by Executive of a felony  involving  moral turpitude; provided that
no termination under clauses (i)  or (ii) shall be effective unless
Company shall have  given  Executive notice of  the event or events
constituting Cause and Executive shall have  failed  to  cure  such
event or events within thirty  (30)  business days after receipt of
such notice.

           (c) Termination  Without  Cause.  Executive's employment
may be terminated by the Company Without Cause (as defined below in
this subsection (c))  at any time.  In the event of  a  termination
of  Executive's  employment  by  the  Company  Without  Cause,  the
Executive shall be paid  the termination benefits as  provided   in
Section  8(f)(i).   For purposes of this Agreement,  a  termination
"Without  Cause" shall mean a termination of Executive's employment
by the Company other than due to Executive's death or Disability as
described in Section 8(a) and other than for Cause as described  in
Section 8(b).

           (d) Termination by Executive.  Executive may resign from
his  employment  for  any  reason,  including  for Good Reason  (as
defined  below  in  this  subsection  (d)).  In  the  event  of   a
termination  of  Executive's  employment by Executive's resignation
other  than  for  Good  Reason,  no  termination  benefits shall be
payable  to  or in  respect  of  Executive  except  as  provided in
Section 8(f)(ii) and  in the event  of a termination of Executive's
employment  by  Executive  for Good Reason, no termination benefits
shall be payable to or  in respect of  Executive except as provided
in Section 8(f)(i).  For purposes of this Agreement,  a termination
of  employment  by  Executive  for  "Good  Reason"  shall  mean   a
resignation by  Executive  from  his  employment  with  the Company
within  one  hundred  eighty  (180)  days following the occurrence,
without Executive's  consent, of  any  of the following events: (i)
a material diminution in  the Executive's  position,  authority  or
responsibilities;  (ii) any involuntary  relocation of the location
where Executive primarily performs his services; or (iii) any other
material breach  by  the  Company of any material provision of this
Agreement; provided that the Executive shall have given the Company
notice of  the  event  or  events  constituting Good Reason and the
Company shall have  failed  to  cure  such  event or events (to the
extent  capable  of  being  cured) within thirty (30) business days
after receipt of such notice.

           (e) Notice of Termination; Date of Termination.

               (i)  Notice   of   Termination.   Any termination of
     Executive's employment by the Company or  by  Executive (other
     than as a result of  Executive's death)  shall be communicated
     by a written Notice of  Termination  addressed  to  the  other
     party to this Agreement.  A "Notice of Termination" shall mean
     a notice stating that Executive  or  the  Company, as the case
     may be, is electing to terminate  Executive's  employment with
     the Company (and thereby terminating  the  Employment Period),
     stating   the  proposed  effective  date  of such termination,
     indicating  the  specific  provision  of  this Section 8 under
     which  such  termination is being effected and, if applicable,
     setting  forth  in reasonable detail the circumstances claimed
     to  provide  the  basis  for  such termination.  Any Notice of
     Termination  given  by  an Executive must specify an effective
     date of termination  which is at least thirty  (30) days after
     the giving of the Notice of Termination.

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               (ii) Date   of   Termination.  The   term  "Date  of
     Termination"  shall  mean  (i) if  Executive's  employment  is
     terminated  by  his  death, the date of his death; and (ii) if
     Executive's employment is terminated for any other reason, the
     effective  date  of  termination  specified  in such Notice of
     Termination. The Employment Period shall expire on the Date of
     Termination.

           (f) Payments Upon Certain Terminations.

               (i)  In  the  event of  a termination of Executive's
     employment  by  the  Company  Without  Cause or by Executive's
     resignation  from  employment  for  Good  Reason  during   the
     Employment Period, the  Company  shall  pay to  Executive (or,
     following  his  death,  to Executive's  estate), within thirty
     (30)  days  of  the  Date  of Termination, (x) his Base Salary
     through  the  Date  of  Termination,  to   the   extent    not
     previously  paid;  (y) the pro-rata amount of the Annual Bonus
     (based  on  the  amount  paid for  the previous year) which is
     accrued through the date of termination; and (z) reimbursement
     for any unreimbursed  business  expenses incurred by Executive
     prior  to  the   Date   of Termination  that  are  subject  to
     reimbursement  pursuant  to  the terms hereof, and payment for
     paid time off accrued as of the Date of Termination but unused
     (such amounts under clauses (x), (y) and (z), collectively the
     "Accrued Obligations").  In  addition,  in  the event  of  any
     such  termination  of  Executive's  employment,  if  Executive
     executes and delivers to the Company a Release  and  Discharge
     of  All  Claims  substantially  in  the  form  approved by the
     Company,  Executive  (or,  following  his  death,  Executive's
     estate)  shall  be  entitled  to  the  following  payments and
     benefits:

                    (A)  the  Executive's  Base Salary (at the Base
          Salary  being  paid  on the Date of Termination), for the
          longer of: (x) the remaining  Employment Period (assuming
          Executive's employment had not terminated) or (y) one (1)
          year (the "Severance Period"), payable in installments in
          accordance with the Company's regular  payroll   policies
          for  one  year  after  the  Date of Termination, with the
          balance,  if  any,  being  paid  pursuant  to  a lump sum
          payment on the  one  year anniversary date of the Date of
          Termination; and

                    (B)  the   Executive's  Annual  Bonus  (at  the
          amount of the Annual  Bonus paid to the Executive for the
          year prior to the Date of Termination)  which  would have
          been  paid  to  the  Executive had Executive's employment
          continued for the Severance Period, duly  apportioned for
          any partial year, such amount to be payable to  Executive
          on  the  one  year  anniversary  date  of  the  Date   of
          Termination; and

                    (C)  the  Executive  shall  receive  "Years  of
          Service"  credit  for  the number of years comprising the
          Severance Period for purposes of accruing the Executive's
          benefit under the Company's Executive Retirement Plan and
          the Final Average Earnings thereunder  for  the Severance
          Period shall be determined based on the Base Salary being
          paid on the Date of Termination and the Annual Bonus paid
          to  the  Executive  for  the  year  prior  to the Date of
          Termination;

                    (D)  the  Executive shall automatically vest in
          all  employee  welfare  and  benefit  plans  in which the
          Executive was participating as of the Date of

<PAGE> 5

          Termination and such benefits shall  be paid to Executive
          in accordance with the terms of such plans; and

                    (E)  the  Company  shall  provide  outplacement
          services to Executive for up to ninety (90) days.

          Executive shall not have a duty to mitigate the costs  to
the Company under this Section 8(f)(i), nor shall any payments from
the  Company to Executive hereunder be reduced, offset or  canceled
by  any  compensation  or  fees earned  by  (whether  or  not  paid
currently)  or  offered to Executive during the  remainder  of  the
fiscal year of the Company that includes the Date of Termination by
a  subsequent  employer  or  other  Person  (as  defined  below  in
Section   18(k)  below)  for  which  Executive  performs  services,
including, but not limited to, consulting services.

               (ii)  If Executive's employment shall terminate upon
     his  death  or  if  the  Company  shall  terminate Executive's
     employment  for  Cause  or  due to  Executive's  Disability or
     Executive  shall  resign  from  his  employment  without  Good
     Reason, in any such case  during  the   Employment Period, the
     Company  shall  pay  to  Executive  (or,  in   the   event  of
     Executive's  death,  to  his  estate) the  Accrued Obligations
     within thirty (30) days following the Date of Termination.

               (iii) Except  as  specifically  set  forth  in  this
     Section 8(f), no termination  benefits shall be payable to  or
     in  respect  of Executive's employment with the Company or its
     Affiliates.

               (iv)  The  Company shall have the right to apply and
     set off against  the  Accrued Obligations or any other amounts
     owing  to  Executive  hereunder,  any  amounts  owing  by  the
     Executive to the  Company,  whether pursuant to this Agreement
     or otherwise.

           (g) Resignation  upon Termination.  Effective  as of any
Date of  Termination  under this  Section 8 or otherwise as of  the
date  of  Executive's  termination  of employment with the Company,
Executive  shall  resign,  in  writing, from  all Board memberships
and  other  positions  then  held  by  him, or to which he has been
appointed,  designated  or  nominated,  with  the  Company  and its
Affiliates.

     9.    Confidentiality.

           (a) Executive  acknowledges and agrees that the terms of
this Agreement, including all addendums and attachments hereto, are
confidential.   Executive  agrees not to disclose  any  information
contained  in  this  Agreement, or the fact of this  Agreement,  to
anyone,  other  than  to Executive's lawyer, financial  advisor  or
immediate  family members.  If Executive discloses any  information
contained  in  this Agreement to his lawyer, financial  advisor  or
immediate  family members as permitted herein, Executive agrees  to
immediately tell each such individual that he or she must abide  by
the  confidentiality restrictions contained herein  and  keep  such
information confidential as well.

<PAGE> 6

           (b) Executive agrees that during his employment with the
Company and thereafter, Executive will not, directly or  indirectly
(i)  disclose  any  Confidential Information to any  Person  (other
than, only with respect to the period that Executive is employed by
the  Company,  to  an Executive of the Company  who  requires  such
information  to  perform his or her duties  for  the  Company);  or
(ii)  use any Confidential Information for Executive's own  benefit
or  the  benefit  of  any third party.  "Confidential  Information"
means   confidential,   proprietary   or   commercially   sensitive
information  relating  to (i) the Company  or  its  Affiliates,  or
members  of  their management or boards; or (ii) any third  parties
who  do  business  with  the Company or its  Affiliates,  including
customers   and  suppliers.   Confidential  Information   includes,
without  limitation,  marketing plans,  business  plans,  financial
information  and records, operation methods, personnel information,
drawings, designs, information regarding product development, other
commercial  or  business information and any other information  not
available to the public generally.  The foregoing obligation  shall
not  apply to any Confidential Information that has been previously
disclosed to the public or is in the public domain (other  than  by
reason  of  a  breach  of  Executive's  obligations  to  hold  such
Confidential Information confidential).  If Executive  is  required
or  requested  by  a  court  or  governmental  agency  to  disclose
Confidential Information, Executive must notify the General Counsel
of  the Company in writing of such disclosure obligation or request
no  later than three business days after Executive learns  of  such
obligation  or request, and permit the Company to take  all  lawful
steps  it  deems  appropriate  to prevent  or  limit  the  required
disclosure.

     10.   Partial Restraint on Post-termination Competition.

           (a)  Definitions.  For  the purposes of this Section 10,
the following definitions shall apply:

                "Competitor"  means   any   business,   individual,
partnership, joint venture, association, firm, corporation or other
entity, other than the Company and its affiliates, that is engaging
or  actively  planning to engage, wholly or partly,  in  activities
("Competitive  Activities") that directly compete or would  compete
with  the  Company or its affiliates in the Company Activities  (as
hereinafter defined) in the Territory (as hereinafter defined).

                "Competitive Position"  means  (i)  the  direct  or
indirect  ownership  or  control  of  all  or  any  portion  of   a
Competitor;  or  (ii)  any  employment  or  independent  contractor
arrangement with any Competitor whereby Executive will  serve  such
Competitor  in  any  managerial,  sales,  executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

                "The Company  Activities" means the  businesses  of
(i)   grain   processing  and  flour  milling;  (ii)   bulk   ocean
transportation;  (iii)  commodity  trading;  (iv)  grain   terminal
operations  and  (v)  any business acquired  or  commenced  by  the
Company  after the Commencement Date which has sales in  excess  of
$50 million.

                "Non-compete  Period" or "Non-solicitation  Period"
means  the  period beginning with the Commencement Date and  ending
on:  (x)  the  two year anniversary date of the Date of Termination
with  respect  to  any termination of employment by  the  Executive
pursuant  to  Section 8(d) above by Executive's  resignation  other
than  for Good Reason; or (y) the one (1) year

<PAGE> 7

anniversary date  of  the  Date  of Termination with respect to any
other termination  of employment hereunder.

                "Territory" means  the United  States  of  America,
Africa,  South America and Haiti, which Executive acknowledges  and
agrees are the geographic areas in which the Company engages in the
Company Activities, but with respect to grain processing and  flour
milling, shall not include the United States of America.

           (b)  Non-competition.

                (i)  The parties hereto acknowledge that Executive,
     by  virtue  of  his position  with and responsibilities to the
     Company,  is  engaging  and  is expected to continue to engage
     during  the  Term in  the  Company  Activities  throughout the
     Territory and has executive management  responsibilities  with
     respect  to   the   Company   responsibilities   which  extend
     throughout  the  Territory.  Executive  acknowledges  that  to
     protect adequately the interest of the Company in the business
     of the Company it is essential that any  non-compete  covenant
     with respect thereto cover all the Company Activities and  the
     entire Territory.

                (ii) Executive  hereby agrees that, during the Non-
     compete  Period,  Executive  will  not,  either  directly   or
     indirectly,  alone  or in  conjunction  with  any other party,
     accept or enter into a  Competitive Position.  Executive shall
     notify  the  Company  promptly   in   writing   if   Executive
     receives  an  offer  of a Competitive Position during the Non-
     compete Period, and such notice shall describe all    material
     terms of such offer.

           Nothing contained  in  this Section  10  shall  prohibit
Executive  from acquiring not more than five percent  (5%)  of  any
company  whose  common  stock  is publicly  traded  on  a  national
securities exchange or in the over-the-counter market.

           (c)  Severability.   If    a    judicial   or   arbitral
determination is made that any  of  the  provisions of this Section
10   constitutes   an  unreasonable   or   otherwise  unenforceable
restriction  against  Executive  the  provisions of this Section 10
shall be rendered  void only  to  the  extent that such judicial or
arbitral  determination finds such provisions to be unreasonable or
otherwise unenforceable with respect to Executive.  In this regard,
Executive hereby agrees  that  any  judicial or  arbitral authority
construing this Agreement shall  sever or reform any portion of the
Territory, any prohibited business activity or any time period from
the  coverage  of  this  Agreement  to  allow the covenants in this
Section 10 to be  enforced to the maximum extent authorized by law,
and  shall  then  enforce  the  covenants  in this Section 10 as so
severed or reformed.

           (d)  Reasonable  Restrictions.   Executive  acknowledges
that the restrictions and covenants contained in this Agreement are
reasonably   necessary  to  protect  the  goodwill  and  legitimate
business interests of the Company, are not overbroad, overlong,  or
unfair  (including  in duration and scope), and  will  not  curtail
Executive's   ability  to  earn  a  livelihood   upon   Executive's
termination of employment with the Company.

     11.   Non-Solicitation of Employees and Customers.  During the
period of Executive's employment with the Company and for the  one-
year  period following the termination of his

<PAGE> 8

employment, Executive shall not, directly or indirectly, by himself
or through any third party, whether on Executive's own behalf or on
behalf of any  other Person  or  entity, (i) solicit or endeavor to
solicit,  employ or retain; (ii) interfere with the relationship of
the Company or  any  of  its   Affiliates with; or (iii) attempt to
establish a business relationship  with  (A) any natural person who
is  or  was  (during  Executive's  employment  with the Company) an
employee or engaged  by  the  Company  or  any Affiliate to provide
services to it, or (B) any  customer  of  the Company or any of its
Affiliates  who  was  a customer at any time during which Executive
was an employee of the Company.

     12.   Work Product.  Executive  agrees that all of Executive's
work product  (created solely or jointly with others, and including
any  intellectual  property  or moral rights in such work product),
given, disclosed, created, developed or prepared in connection with
Executive's employment with the Company, whether ensuing during  or
after  Executive's  employment with the  Company  ("Work  Product")
shall exclusively vest in and be the sole and exclusive property of
the Company and shall constitute "work made for hire" (as that term
is  defined under Section 101 of the U.S. Copyright Act, 17  U.S.C.
  101)  with  the Company being the person for whom  the  work  was
prepared.  In the event that any such Work Product is deemed not to
be  a "work made for hire" or does not vest by operation of law  in
the  Company,  Executive hereby irrevocably assigns, transfers  and
conveys  to  the Company, exclusively and perpetually,  all  right,
title  and interest which Executive may have or acquire in  and  to
such   Work   Product  throughout  the  world,  including   without
limitation  any  copyrights and patents, and the  right  to  secure
registrations,  renewals, reissues, and  extensions  thereof.   The
Company  and  its  Affiliates or their  designees  shall  have  the
exclusive right to make full and complete use of, and make  changes
to  all  Work  Product without restrictions or liabilities  of  any
kind,  and  Executive  shall not have the right  to  use  any  such
materials,  other than within the legitimate scope and  purpose  of
Executive's employment with the Company.  Executive shall  promptly
disclose  to  the  Company the creation or existence  of  any  Work
Product  and  shall take whatever additional lawful action  may  be
necessary, and sign whatever documents the Company may require,  in
order  to secure and vest in the Company or its designee all right,
title  and interest in and to all Work Product and any intellectual
property  rights therein (including full cooperation in support  of
any  Company  applications for patents and copyright  or  trademark
registrations).

     13.   Return of Company Property.  In the event of termination
of Executive's employment for any reason, Executive shall return to
the  Company all of the property of the Company and its Affiliates,
including  without limitation all materials or documents containing
or  pertaining  to Confidential Information, and including  without
limitation,  any  company car, all computers  (including  laptops),
cell  phones,  keys,  PDAs, Blackberries, credit  cards,  facsimile
machines,  card  access  to any Company building,  customer  lists,
computer disks, reports, files, e-mails, work papers, Work Product,
documents,  memoranda, records and software, computer access  codes
or  disks  and instructional manuals, internal policies, and  other
similar  materials or documents which Executive used,  received  or
prepared,  helped  prepare  or supervised  the  preparation  of  in
connection with Executive's employment with the Company.  Executive
agrees  not  to  retain  any copies, duplicates,  reproductions  or
excerpts of such material or documents.

     14.   Compliance  With Company Policies.   During  Executive's
employment with the Company, Executive shall be governed by and  be
subject to, and Executive hereby agrees to comply with, all Company
policies  applicable  to employees generally  or  to  employees  at
Executive's   grade  level,  including  without   limitation,   the
Company's Code of Business Ethics and Conduct, in each

<PAGE> 9

case, as any  such  policies  may  be  amended from time to time in
the  Company's sole discretion (collectively, the "Policies").

     15.   Injunctive  Relief  with  Respect  to  Covenants; Forum,
Venue and  Jurisdiction.  Executive  acknowledges and agrees that a
breach  by Executive of any of Section 9, 10, 11, 12, 13 or 14 is a
material  breach  of this Agreement and that remedies at law may be
inadequate to protect  the Company and its Affiliates in the  event
of  such  breach,  and,  without prejudice to any other rights  and
remedies otherwise  available  to  the  Company,  Executive  agrees
to  the  granting  of  injunctive  relief in the Company's favor in
connection  with  any  such  breach  or violation without proof  of
irreparable harm,  plus  attorneys' fees and costs to enforce these
provisions. Executive further  acknowledges  and  agrees  that  the
Company's  obligations  to  pay  Executive  any  amount  or provide
Executive  with any benefit  or  right pursuant  to  Section  8  is
subject  to  Executive's  compliance  with  Executive's obligations
under  Sections 9 through  14 inclusive, and that in the event of a
breach by  Executive of any of Section 9, 10, 11, 12, 13 or 14, the
Company  shall immediately cease paying such benefits and Executive
shall be  obligated   to  immediately  repay  to  the  Company  all
amounts  theretofore  paid to  Executive pursuant to Section 8.  In
addition, if  not  repaid, the  Company shall have the right to set
off  from  any  amounts  otherwise  due  to  Executive  any amounts
previously  paid pursuant to Section  8(f) (other than the  Accrued
Obligations).  Executive  further  agrees  that  the  foregoing  is
appropriate for any such breach inasmuch as actual  damages  cannot
be readily calculated, the amount is fair and reasonable under  the
circumstances, and the Company would suffer irreparable harm if any
of  these Sections were breached.  All disputes not relating to any
request  or  application for injunctive relief in  accordance  with
this Section 15 shall be resolved by arbitration in accordance with
Section 18(b).

     16.   Assumption of Agreement.  The Company shall require  any
Successor  thereto,  by agreement in form and substance  reasonably
satisfactory to Executive, to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that  the
Company  would be required to perform it if no such succession  had
taken place.  Failure of the Company to obtain such agreement prior
to  the  effectiveness of any such succession shall be a breach  of
this Agreement and shall entitle Executive to compensation from the
Company in the same amount and on the same terms as Executive would
be  entitled  hereunder  if the Company had terminated  Executive's
employment Without Cause as described in Section 8, except that for
purposes of implementing the foregoing, the date on which any  such
succession   becomes  effective  shall  be  deemed  the   Date   of
Termination.

     17.   Entire Agreement.  This Agreement constitutes the entire
agreement  among  the parties hereto with respect  to  the  subject
matter  hereof.  All prior correspondence and proposals (including,
but  not  limited to, summaries of proposed terms)  and  all  prior
promises,   representations,   understandings,   arrangements   and
agreements  relating to such subject matter are merged  herein  and
superseded hereby.

     18.   Miscellaneous.

           (a)  Binding Effect; Assignment. This Agreement shall be
binding  on  and  inure  to  the  benefit  of  the  Company and its
Successors  and  permitted  assigns.  This  Agreement shall also be
binding on and inure to the  benefit of  Executive and  his  heirs,
executors, administrators and legal

<PAGE> 10

representatives.  This  Agreement  shall  not  be assignable by any
party hereto without the prior written consent of the other parties
hereto.  The Company  may  effect  such an assignment without prior
written  approval  of  Executive   upon  the  transfer  of  all  or
substantially  all  of  its  business  and/or  assets (by  whatever
means), provided that the Successor to the Company shall  expressly
assume  and agree to perform  this Agreement in accordance with the
provisions of Section 16.

           (b)  Arbitration.  The Company  and Executive agree that
any dispute or controversy arising under or in connection with this
Agreement shall be resolved by final and binding arbitration before
the American Arbitration Association ("AAA"). The arbitration shall
be conducted in accordance with  AAA's  National  Rules   for   the
Resolution of Employment Disputes then in effect at the time of the
arbitration.   The arbitration shall be held in the general  Kansas
City,  Kansas  metropolitan area.  The dispute shall be  heard  and
determined  by  one arbitrator selected from a list of  arbitrators
who  are  members  of AAA's Regional Employment Dispute  Resolution
roster.   If  the  parties cannot agree upon a mutually  acceptable
arbitrator  from  the list, each party shall number  the  names  in
order of preference and return the list to AAA within ten (10) days
from the date of the list.  A party may strike a name from the list
only  for good cause.  The arbitrator receiving the highest ranking
by the parties shall be selected.  Depositions, if permitted by the
arbitrator, shall be limited to a maximum of two (2) per party  and
to  a maximum of four (4) hours in duration.  The arbitration shall
not  impair  either  party's right to request injunctive  or  other
equitable relief in accordance with Section 15 of this Agreement.

           (c)  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws  of the State  of  Kansas
without reference to principles of conflicts of laws.

           (d)  Taxes.  The Company may withhold  from any payments
made under  this Agreement all applicable taxes, including, but not
limited to, income, employment and social insurance taxes, as shall
be required by law.

           (e)  Amendments.  No provision of  this Agreement may be
modified, waived  or discharged unless such modification, waiver or
discharge is approved by the Company and is agreed to in writing by
Executive.  No waiver by any party hereto at any time of any breach
by  any other party hereto of, or compliance with, any condition or
provision  of  this Agreement to be performed by such  other  party
shall  be  deemed a waiver of similar or dissimilar  provisions  or
conditions  at  the  same or at any prior or subsequent  time.   No
waiver of any provision of this Agreement shall be implied from any
course  of dealing between or among the parties hereto or from  any
failure by any party hereto to assert its rights hereunder  on  any
occasion or series of occasions.

           (f)  Severability.  In the event that any one or more of
the  provisions  of  this  Agreement  shall  be  or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained  herein  shall
not be affected thereby.

           (g)  Notices. Any notice or other communication required
or permitted to be delivered under this Agreement shall  be (i)  in
writing;  (ii)  delivered  personally, by  courier  service  or  by
certified  or  registered  mail, first-class  postage  prepaid  and
return receipt requested; (iii) deemed to have been received on the
date of delivery or, if mailed, on the third business day after the
mailing

<PAGE> 11

thereof; and (iv) addressed as follows (or to  such  other  address
as   the  party  entitled  to  notice shall hereafter  designate in
accordance with the terms hereof):

                (i)  If to the Company, to it at:

                     Seaboard Corporation
                     9000 West 67th Street
                     Shawnee Mission, Kansas  66202
                     Attention:     General Counsel
                     Telephone:     (913) 676-8925
                     Facsimile:     (913) 676-8978

                (ii) if to Executive, to his residential address as
     currently on file with the Company.

           (h)  Voluntary  Agreement;  No   Conflicts.    Executive
represents that  he is entering into this Agreement voluntarily and
that Executive's employment hereunder and compliance with the terms
and  conditions  of this Agreement will not conflict with or result
in the breach by  Executive of any agreement to which he is a party
or by which he or his properties or assets may be bound.

           (i)  Counterparts/Facsimile.   This   Agreement  may  be
executed in counterparts  (including by facsimile),  each of  which
shall  be  deemed  an  original  and  all  of  which together shall
constitute  one and the same instrument.

           (j)  Headings.  The section and other headings contained
in this  Agreement  are for the convenience of the parties only and
are not intended to be a part hereof or to affect  the  meaning  or
interpretation hereof.

           (k)  Certain other Definitions.

                "Affiliate" with respect to any Person,  means  any
other  Person  that,  directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by,  or  is  under  common
Control  with  the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

                "Control"  (including,  with  correlative meanings,
the terms "Controlling," "Controlled by" and "under common  Control
with"):   with  respect to any Person, shall mean  the  possession,
directly  or  indirectly,  of the power  to  direct  or  cause  the
direction  of  the management and policies of such Person,  whether
through  the  ownership  of  voting  securities,  by  contract   or
otherwise.

                "Person" any  natural  person,  firm,  partnership,
limited   liability  company,  association,  corporation,  company,
trust, business trust, governmental authority or other entity.

                "Subsidiary"  with  respect  to  any  Person,  each
corporation  or  other  Person in which the first  Person  owns  or
Controls,  directly or indirectly, capital stock or other ownership

<PAGE> 12

interests representing fifty percent (50%) or more of the  combined
voting  power  of  the outstanding voting stock or other  ownership
interests of such corporation or other Person.

                "Successor"  of  a  Person  means  a  Person   that
succeeds  to  the  assets and  liabilities of the Seaboard Overseas
and Trading  Group by merger, liquidation, dissolution or otherwise
by operation of law,  or a Person to which all or substantially all
the  assets and/or  business  of the Seaboard Overseas and  Trading
Group  are transferred.

     IN  WITNESS  WHEREOF,  the  Company  has  duly  executed  this
Agreement  by  its  authorized representatives, and  Executive  has
hereunto set his hand, in each case effective as of the date  first
above written.

THIS  AGREEMENT  CONTAINS  A PROVISION REQUIRING  THAT  ARBITRATION
PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR
THE  RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE  MEANS  FOR
RESOLVING  ANY  DISPUTE  BETWEEN THE  PARTIES  HERETO  AS  TO  THIS
AGREEMENT.

                                   SEABOARD  OVERSEAS  AND  TRADING
                                   GROUP,  a  division of  Seaboard
                                   Corporation


                                   By:      /s/ Steve Bresky
                                   Name:    Steve Bresky
                                   Title:   Chief Executive Officer

                                   Executive:



                                   By:      /s/ Dave Dannov
                                            David M. Dannov

<PAGE> 13