SEABOARD CORPORATION
           NONQUALIFIED DEFERRED COMPENSATION PLAN

                  Effective January 1, 2009





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                      TABLE OF CONTENTS


ARTICLE I PURPOSE AND EFFECTIVE DATE                              1

ARTICLE II DEFINITIONS                                            1
   2.1   Account                                                  1
   2.2   Beneficiary                                              1
   2.3   Board                                                    1
   2.4   Change of Control                                        1
   2.5   Code                                                     2
   2.6   Committee                                                2
   2.7   Company                                                  2
   2.8   Company Contribution                                     2
   2.9   Compensation                                             2
   2.10  Deferral                                                 3
   2.11  Deferral Election                                        3
   2.12  Disability                                               3
   2.13  Distribution Preference Election                         3
   2.14  Eligible Employee                                        3
   2.15  Employee                                                 3
   2.16  Employer                                                 3
   2.17  Investment Options                                       3
   2.18  Investment Return                                        4
   2.19  Participant                                              4
   2.20  Plan                                                     4
   2.21  Plan Year                                                4
   2.22  Related Company                                          4
   2.23  Separation from Service                                  4
   2.24  Unforeseeable Emergency                                  4

ARTICLE III PARTICIPATION                                         5
   3.1   Participation for Deferrals.                             5
   3.2   Participation for Company Contributions.                 5

ARTICLE IV DEFERRAL ELECTIONS                                     5
   4.1   Method.                                                  5
   4.2   Irrevocable.                                             5
   4.3   Deferral Election.                                       5
   4.4   Special Rule for Deferral Election for First
          Year of Eligibility.                                    5
   4.5   Minimum Annual Deferral.                                 6
   4.6   Cancellation of Deferral Election on Account of
          Hardship Distribution.                                  6
   4.7   Cancellation of Deferral Election on Account of
          Unforeseeable Emergency.                                6

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ARTICLE V COMPANY CONTRIBUTIONS                                   6
   5.1   Participation.                                           6
   5.2   Amount.                                                  6

ARTICLE VI ACCOUNTS AND INVESTMENT RETURN                         7
   6.1   Account Adjustments for Deferrals, Company
          Contributions and Distributions.                        7
   6.2   Account Adjustments for Investment Return.               7
   6.3   Vesting.                                                 7

ARTICLE VII DISTRIBUTIONS                                         7
   7.1   Distribution Preference Elections.                       7
   7.2   Subject to Mandatory Distribution Provisions and
          162(m) Payment Delay.                                   7
   7.3   Election Form.                                           8
   7.4   Time of Initial Election or Deemed Election.             8
   7.5   Subsequent Distribution Preference Election.             8
   7.6   Mandatory Distribution Upon Separation from
          Service.                                                8
   7.7   Mandatory Distribution Upon Change of Control.           8
   7.8   Mandatory Distribution Upon Disability.                  9
   7.9   Mandatory Distribution Upon Death.                       9
   7.10  Distribution Upon Unforeseeable Emergency.               9
   7.11  Adjustments to Accounts.                                 9

ARTICLE VIII AMENDMENT OR TERMINATION                             9

ARTICLE IX ADMINISTRATION                                         9
   9.1   Committee.                                               9
   9.2   Delegation.                                             10
   9.3   Information to be Furnished.                            10
   9.4   Committee's Decision Final.                             10
   9.5   Remuneration and Expenses.                              10
   9.6   Indemnification of Committee Member.                    10
   9.7   Resignation or Removal of Committee Member.             10
   9.8   Interested Committee Member.                            10

ARTICLE X CLAIMS PROCEDURE                                       11
   10.1  Claim.                                                  11
   10.2  Denial of Claim.                                        11
   10.3  Review of Claim.                                        11
   10.4  Final Decision.                                         11

ARTICLE XI MISCELLANEOUS                                         11
   11.1  Captions.                                               11
   11.2  Company Action.                                         11
   11.3  Terms.                                                  11
   11.4  Governing Law.                                          12

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   11.5  Nonassignability.                                       12
   11.6  Tax Obligations.                                        12
   11.7  Not a Contract of Employment.                           12
   11.8  Participant Cooperation.                                12
   11.9  Successors.                                             12
   11.10 Unsecured General Creditor.                             12
   11.11 Validity.                                               13
   11.12 Waiver of Notice.                                       13

APPENDIX A                                                       14

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                      SEABOARD CORPORATION
             NONQUALIFIED DEFERRED COMPENSATION PLAN

                            ARTICLE I
                   PURPOSE AND EFFECTIVE DATE

     Seaboard  Corporation (the "Company") adopted  the  Seaboard
Corporation Nonqualified Deferred Compensation Plan (the  "Plan")
effective September 1, 2005.  The purpose of the Plan is  to  aid
in  attracting  and retaining certain key employees  of  Seaboard
Corporation  and participating affiliated companies by  providing
to  them an opportunity for supplemental retirement income.   The
Company hereby amends and restates the Plan effective January  1,
2009  for  the  primary purpose of complying with final  Treasury
regulations  issued  under Section 409A of the  Internal  Revenue
Code  of 1986, as amended (the "Code").  The Plan is intended  to
be  an arrangement that is unfunded and maintained primarily  for
the  purpose  of providing supplemental retirement  income  to  a
select group of management or highly compensated employees within
the  meaning of Sections 201(2), 301(a)(3) and 401(a)(1)  of  the
Employee Retirement Income Security Act of 1974, as amended,  and
the  Plan is intended to satisfy the requirements of Section 409A
of  the  Code, and the Plan shall be interpreted and administered
accordingly.

                           ARTICLE II
                           DEFINITIONS

     For  purposes of this Plan, the following words and  phrases
shall  have  the  meaning indicated, unless the  context  clearly
indicates otherwise:

     2.1  Account means the bookkeeping account maintained by the
Committee for a  Participant  to which is credited Deferrals  and
Company Contributions, and to which is charged distributions, and
which is adjusted to reflect earnings and losses, all  as  herein
provided.   Any  reference  herein  to  a  distribution  of   the
Participant's Account shall mean a payment of an amount equal  to
the amount credited to the Participant's Account.

     2.2  Beneficiary means one or more persons, trusts,  estates
or other entities, designated by  a  Participant,  in  accordance
with  procedures  established  by  the  Committee, to receive any
remaining balance in the Participant's Account upon the death  of
the  Participant.  If  no  designation  by  the  Participant   is
effective,  then   the   Participant's  Beneficiary shall be  the
Participant's  surviving  spouse  if  any, but if none  then  the
Participant's estate.

     2.3  Board  means  the  board  of   directors   of  Seaboard
Corporation.

     2.4  Change  of  Control  means   an   event  or transaction
described  below;  provided,  however,   an event  or transaction
described below will not  be  a Change of Control for purposes of
a payment event under the  Plan unless  it  constitutes  a change
in the ownership  or  effective control  of  the   Company, or in
the ownership of  a  substantial  portion  of  the  assets of the
Company, within the meaning of  Code Section 409A(a)(2)(A)(v):

          (a)  The acquisition by any  unrelated person or entity
     of more  than fifty  percent (50%) of either the outstanding
     shares of  common  stock or the combined voting

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     power of the Company's then  outstanding  voting  securities
     entitled to vote generally in the election of directors;

          (b)  The  sale  to  an  unrelated  person  or entity of
     Company assets  that have a total gross fair market value of
     more than eighty-five  percent (85%) of the total gross fair
     market value of all of the assets of the Company immediately
     prior to such sale;

          (c)  The acquisition, whether by reorganization, merger,
     consolidation,  purchase  or  similar  transaction,  by  any
     person or entity or more than one person or entity acting as
     a group of  more  than  50%  of  the  combined  voting power
     entitled to vote  generally  in the election of directors of
     the  Company  or   the  entity  in  which  the  Company  was
     reorganized, merged or consolidated into;

          (d)  The  acquisition  by  any  person or entity (other
     than by any  descendant  of Otto Bresky, Senior or any trust
     established  primarily for  the benefit of any descendant of
     Otto Bresky,  Senior  or any other related person or entity)
     of more than fifty  percent (50%)  of either  the membership
     interests or the combined  voting  power  of Seaboard Flour,
     LLC at any time when Seaboard Flour, LLC owns 50% or more of
     the Company.  For  purposes of determining whether there has
     been a Change  of  Control  under  this  Section  2.4,   the
     attribution of  ownership  rules  under  Code Section 318(a)
     shall apply.  Also  for   purposes of  determining   whether
     there has been  a  Change  of  Control, "Company" means only
     Seaboard Corporation and any successors to the  business  of
     Seaboard Corporation.

     2.5  Code  means   the   Internal Revenue  Code of 1986, any
amendments thereto, and any regulations issued thereunder.

     2.6  Committee  means  the  Committee, which may consist  of
one  person,  designated   from   time to  time by the Company to
administer  the Plan.

     2.7  Company  means   Seaboard   Corporation,   a   Delaware
corporation,  and  any  successors  to  the  business of Seaboard
Corporation.

     2.8  Company Contribution  means   the  amount determined in
accordance with Article  V that  is an obligation of the Employer
and that is credited to  a  Participant's  Account.  The  Company
Contribution may consist of a  "matching  contribution"  and   an
"excess contribution".

     2.9  Compensation  means   the  total  amount payable to the
Participant by the Employer for the Participant's services during
a calendar  year subject to  the  following  provisions  of  this
Section    2.9.   Compensation   specifically    excludes:    (a)
reimbursements or other expense allowances, fringe benefits (cash
and noncash),  moving  expenses,  and  welfare  benefits; (b) any
benefits  accrued  or  paid  under   the   Seaboard   Corporation
Executive Retirement  Plan,  as  amended;   (c)   any   amount of
taxable income  recognized  by  the Participant upon the exercise
of an option under any option  plan or  program maintained by the
Company; (d) any amount of  taxable income   recognized   by  the
Participant  as  a  result   of a distribution  under  this Plan;
and (e) any amount  allocated  or  paid   under   the    Seaboard
Corporation   Executive   Deferred Compensation

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Plan, as amended.  For purposes of determining the amount of  the
Company  Contribution  that  is the  excess  contribution  for  a
particular Plan Year, Compensation does not include the amount of
a  Participant's  Deferral for such Plan Year,  but  Compensation
does include the amount of any elective contributions made by the
Participant during the same period as such Plan Year pursuant  to
a  plan  maintained  by  the Company where  such  amount  is  not
includable in gross income due to the provisions of Code Sections
125,  401(k)  or  132(f).   Compensation  shall  not  include   a
Participant's Compensation payable for any period  prior  to  the
time  the  Participant  becomes eligible to  participate  in  the
Retirement Savings Plan for Seaboard Corporation, as amended.

     2.10 Deferral  means   the   portion  of the salary or bonus
payable  to  a  Participant   that  is  deferred for a Plan  Year
pursuant  to  a  Deferral   Election  by  the Participant and  is
credited  to  the Participant's Account.

     2.11 Deferral Election means an election made hereunder by a
Participant to defer  salary  or bonus payable to the Participant
and earned after  the date of the Deferral Election as determined
hereunder.

     2.12 Disability  means  a period in which the Participant is
(i) unable  to  engage  in  any  substantial  gainful activity by
reason  of  any  medically   determinable   physical   or  mental
impairment which can be  expected  to  result in  death or can be
expected to  last  for  a  continuous  period of not less than 12
months or (ii) by reason of any  medically  determinable physical
or mental impairment  which can be expected to result in death or
can be expected to last for a  continuous period of not less than
12 months, receiving income  replacement benefits for a period of
not  less  than  3  months  under  an  accident  and  health plan
sponsored by the Company.

     2.13 Distribution Preference  Election  means  the  election
made or deemed made by a  Participant  governing   the   time  of
payment of benefits  hereunder  to  the Participant.

     2.14 Eligible Employee means an  Employee who is a member of
a select  group  of  management  or highly compensated employees,
taking into account for this purpose all employees of all Related
Companies; however,  an  Employee  who has been designated by the
Board as an Executive for purposes of the Annual Deferral Amount,
or for  purposes  of  both  the  Annual  Deferral Amount  and the
Company    Discretionary   Contribution,    under   the  Seaboard
Corporation Executive Deferred Compensation Plan, as amended, for
a year coinciding with a  Plan Year under this Plan, shall not be
an Eligible Employee for such Plan Year.

     2.15 Employee  means   any   individual  who  is  a salaried
employee  of  an Employer.

     2.16 Employer  means the Company and any of its subsidiaries
or affiliates  that  participate in this Plan with the consent of
the  Company,  and  any  successors  to the business of any  such
participating subsidiaries or affiliates.   The  subsidiaries  or
affiliates  participating  in  this Plan as of the effective date
are listed on Appendix A attached hereto.

     2.17 Investment  Options   means   the   investment  options
selected  by  the  Committee  from  time   to  time among which a
Participant may direct the investment of   his  or her Account in
accordance with procedures established by the Committee.

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     2.18 Investment  Return  means the amount of earnings, gains
or losses applicable to the  Participant's Account as measured by
the Investment  Options applicable pursuant to the  Participant's
direction   or   as otherwise provided herein.

     2.19 Participant  means   any  Eligible   Employee   who  is
designated as eligible to  participate  in  the Plan for purposes
of Deferrals  and  who makes  a  Deferral  Election  as  provided
in   Section   3.1. Participant  also means any Eligible Employee
who satisfies the requirements for  participation  for   purposes
of Company Contributions as provided in Section 3.2.  Participant
also means  any  individual  for  whom  an  Account is maintained
hereunder.

     2.20 Plan  means   the   Seaboard  Corporation  Nonqualified
Deferred  Compensation Plan, as set forth herein and as from time
to  time amended.

     2.21 Plan Year means the 12-month period beginning January 1
and  ending December 31.

     2.22 Related Company means any corporation which is a member
of a controlled group of corporations (as defined in Code Section
414(b))  that  includes  the  Company or any corporation or other
entity with whom  the   Company  is considered  a single employer
under Code  Section 414(c).

     2.23 Separation  from   Service   means   the  Participant's
termination  of   employment   with   the   Company.   Whether  a
termination  of  employment  has  occurred   shall be  determined
based  on  whether the  facts  and   circumstances  indicate  the
Participant and Company reasonably anticipate  that  no   further
services will be performed by the Participant  for  the  Company;
provided,  however,  that  a  Participant  shall  be  deemed   to
have  a termination of employment if the level of services he  or
she   would  perform  for  the  Company  after  a  certain   date
permanently decreases to no more than twenty percent (20%) of the
average  level  of bona fide services performed for  the  Company
(whether  as  an  employee or independent  contractor)  over  the
immediately  preceding 36-month period (or  the  full  period  of
services  to  the Company if the Participant has  been  providing
services  to  the  Company for less than 36  months).   For  this
purpose, a Participant is not treated as having a Separation from
Service  while he or she is on a military leave, sick  leave,  or
other  bona  fide leave of absence, if the period of  such  leave
does  not  exceed six (6) months, or if longer, so  long  as  the
Participant has a right to reemployment with the Company under an
applicable  statute or by contract.  Where used in  this  Section
2.23, the term Company includes any Related Company..

     2.24 Unforeseeable   Emergency    means   an   unanticipated
emergency that is caused by an event  beyond  the  control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden  and  unexpected  illness
or  accident  of   the   Participant   or   a  dependent  of  the
Participant, (ii) a loss of the  Participant's  property   due to
casualty, or (iii) such other  extraordinary   and  unforeseeable
circumstances arising as a result of events  beyond the   control
of the Participant, all as determined in  the  sole discretion of
the Committee.

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                           ARTICLE III
                          PARTICIPATION

     3.1  Participation   for   Deferrals.  The   Committee  will
designate those Eligible Employees who  are   eligible  to   make
Deferral Elections for a particular  Plan Year.  Such designation
will be by written communication to  such Eligible  Employees and
will be effective on  the  date  of  such written  communication.
Once an Eligible Employee has  been designated under this Section
3.1, he or she may make a  Deferral Election for the  first  Plan
Year  stated  in such written designation and for each subsequent
Plan  Year  until  the  first  to  occur of (1) the Participant's
Separation  from  Service,  or  (2)   a  written  notice from the
Committee delivered prior to  the  first day  of  the  Plan  Year
for which it is effective  advising  the Participant that  he  or
she is no longer  eligible  to  make  a Deferral Election.

     3.2  Participation for Company Contributions.  Any  Eligible
Employee     who      has      satisfied     the     requirements
for eligibility to participate in the Retirement Savings Plan for
Seaboard  Corporation, as amended from time to time (the  "401(k)
Plan") for a Plan Year and whose Compensation for a Plan Year  is
in  excess  of  the  maximum  amount of  compensation  determined
pursuant to Code Section 401(a)(17) that is permitted to be taken
into  account  under the 401(k) Plan for the  plan  year  of  the
401(k)  Plan  that  ends  within  such  Plan  Year,  will  be   a
Participant  for  purposes of the Company Contribution  for  that
Plan Year.

                           ARTICLE IV
                       DEFERRAL ELECTIONS

     4.1  Method.   A  Deferral Election shall be made in writing
on a form provided by the Committee and shall be submitted to the
Committee in such manner as the Committee determines.  A Deferral
Election  will  not  be  valid  unless  it  is  submitted  to the
Committee in  the manner required.

     4.2  Irrevocable.  Except  as  otherwise provided in Section
4.6 or  Section  4.7, a Deferral Election will become irrevocable
on the last day established  by the Committee (in accordance with
the provisions hereunder) for submitting the Deferral Election to
the  Committee;  provided,  however,  in  the  case of a Deferral
Election  that  is  submitted  under  Section 4.4 after the first
day  of  a  Plan   Year,  the   Deferral  Election  shall  become
irrevocable at the time the Deferral Election is submitted to the
Committee.

     4.3  Deferral Election.   A Participant's  Deferral Election
for a Plan Year must be  made   at   such  time  as the Committee
determines, but in no  event  later than the last day of the Plan
Year preceding the Plan  Year  for  which  the  Deferral Election
is effective.  A Participant's Deferral  Election for a Plan Year
with respect to  salary  shall  apply  to  salary  payable in the
Plan  Year  for  which  the  election  is  made.  A Participant's
Deferral Election for a Plan Year with  respect  to  bonus  shall
apply to bonus earned in the Plan Year for  which the election is
made.

     4.4   Special Rule for Deferral Election for First  Year  of
Eligibility. Subject to the last sentence of this Section 4.4, an
Eligible  Employee who is designated under Section  3.1  for  the
first  time,  may  elect to make Deferrals  provided  he  or  she
submits a Deferral Election to the Committee by such time as  the
Committee  determines, but in no event later than 30  days  after

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the  date  the  Eligible  Employee  first  becomes  eligible   to
participate for Deferrals under Section 3.1.  A Deferral Election
made  under this Section 4.4 after the first day of a  Plan  Year
and applicable to salary, shall apply only with respect to salary
earned  after the date the Deferral Election becomes irrevocable.
A Deferral Election under this Section 4.4 after the first day of
a  Plan  Year  applicable to a bonus payable to the  Participant,
shall apply only to the amount of the Participant's bonus that is
deemed  to  be payable for services performed after the  Deferral
Election  shall  be  determined by multiplying  the  total  bonus
payable  by  a  fraction, the denominator of which is  the  total
number  of days in the performance period for which the bonus  is
payable,  and  the  numerator of which  is  the  number  of  days
remaining  in  such  performance  period  after  the   date   the
Participant's    Deferral    Election    becomes     irrevocable.
Notwithstanding the preceding provisions of this Section 4.4,  if
at  the  time  an Eligible Employee becomes first eligible  as  a
Participant  for  Deferrals  under  Section  3.1,  the   Eligible
Employee  is  or  has  been  eligible  to  participate   in   any
nonqualified deferred compensation plan of a Related Company that
is  subject  to  Code Section 409A and that is required  by  Code
Section  409A  to  be aggregated with this Plan with  respect  to
Deferrals, then the Participant's Deferral Election will only  be
effective  if  it  is  submitted to the  Committee  at  the  time
provided in Section 4.3.

     4.5  Minimum Annual Deferral.  Notwithstanding the foregoing
provisions of this  Article  IV,  a  Participant  may  not make a
Deferral Election for  a  Plan  year  unless   the  Participant's
Deferral Election for  such  Plan  Year  provides  for a Deferral
amount that  is  determined  by  the  Committee   to  be at least
$10,000.  Such determination  will  be made   by  the   Committee
prior to the date  the  Deferral   Election  becomes  irrevocable
hereunder.

     4.6 Cancellation of Deferral Election on Account of Hardship
Distribution. In  the event a Participant receives a distribution
from the 401(k) Plan on account of  hardship,  which distribution
is made pursuant to Treasury Regulations Section 1.401(k)-1(d)(3)
and  requires  suspension of deferrals under  other  arrangements
such  as  this Plan, the Participant's Deferral Election pursuant
to  which  Deferrals would otherwise be made during  the  6-month
period following the date of the distribution shall be cancelled.

     4.7   Cancellation  of  Deferral  Election  on  Account   of
Unforeseeable Emergency. In  the  event  a  Participant  requests
a distribution pursuant  to  Section 7.10 due to an Unforeseeable
Emergency,  or  the   Participant  requests a cancellation of the
Deferral Election  of   the   Participant due to an Unforeseeable
Emergency,   and    the   Committee     determines     that   the
Participant's  Unforeseeable  Emergency may be relieved all or in
part through the cancellation  of   the   Participant's   current
Deferral Election, then such Deferral Election shall be cancelled
as   soon   as   administratively   practicable   following  such
determination by the Committee.

                            ARTICLE V
                      COMPANY CONTRIBUTIONS

     5.1  Participation.  As  soon  as  administratively feasible
after the last day of each Plan  Year a Company Contribution will
be credited  to  the Accounts of those Participants determined by
the Committee  under Section 3.2.

     5.2  Amount.  The  amount of a Company Contribution credited
on behalf of  a  Participant  for a Plan Year will equal the  sum
of  (a)  the Company  matching  contribution, if  any,

<PAGE> 6

which  is  3%  of  the Participant's Deferral for such Plan Year,
and (b)  the  Company excess  contribution,  if any,  which is 3%
of  the  Participant's  Compensation for the Plan Year that is in
excess of  the   maximum  amount   of   compensation   determined
pursuant  to  Code  Section  401(a)(17)  that  is permitted to be
taken into account under the 401(k) Plan for the plan year of the
401(k) Plan that ends within such Plan Year.

                           ARTICLE VI
                 ACCOUNTS AND INVESTMENT RETURN

     6.1  Account    Adjustments    for    Deferrals,     Company
Contributions and Distributions.  All  Deferrals of a Participant
with  respect  to  a  Plan  Year  will   be   credited   to   the
Participant's  Account  as  soon  as  administratively   feasible
after the date on which  the Deferral would  have  been  paid  in
cash absent  the  Deferral  Election applicable to such Deferral.
All Company Contributions  made  on behalf of a  Participant with
respect to a Plan  Year  will  be credited  to  the Participant's
Account at such time or times as determined by   the   Committee.
Any  distribution   from  a Participant's Account will be charged
to the Account  as  of  the time of the distribution.

     6.2  Account    Adjustments   for    Investment   Return.  A
Participant's   Account   will  be  deemed  invested   in  one or
more  Investment  Options as directed or deemed directed  by  the
Participant pursuant to procedures established by the  Committee.
At such times as determined by the Committee, and at such time as
provided  under  Section  7.11, the  Investment  Return  will  be
credited (in the case of net earnings) or charged (in the case of
net losses) to the Participant's Account.

     6.3  Vesting.  A  Participant will be fully vested in his or
her Account at all times.

                           ARTICLE VII
                          DISTRIBUTIONS

     7.1  Distribution Preference Elections.  A Participant shall
make, or be deemed to make, a separate  Distribution   Preference
Election   with   respect  to  each  Plan  Year.  A  Distribution
Preference  Election  will  apply  to  the  distribution  of  all
Deferrals    and   Company   Contributions    allocated   to  the
Participant's  Account with respect to a Plan Year,  as  adjusted
thereafter  for  Investment Return.  The Distribution  Preference
Election  will designate the date for the payment by the Employer
to  the  Participant of the amounts subject to  the  Distribution
Preference Election.  Except as provided in Section 7.2,  payment
by  the Employer will be made during the 90-day period commencing
upon   the   distribution  date  designated  in  the   applicable
Distribution  Preference  Election.  The  form  of  payment  will
always be a lump sum payment.

     7.2  Subject to Mandatory Distribution Provisions and 162(m)
Payment  Delay.  Any  Distribution Preference Election hereunder,
whether an actual election or a deemed election, shall be subject
to  the  mandatory  distribution provisions of Sections 7.6, 7.7,
7.8 and  7.9.    In  addition,  to  the   extent  required  under
Treasury  regulation   Section 1.409A-2(b)(7)(i)  for purposes of
compliance  with  Code  Section 409A, any payment otherwise to be
made pursuant  to   the   Participant's  Distribution  Preference
Election  will  be  delayed  if   a payment to the Participant in
the same year  under  the Seaboard Corporation Executive Deferred
Compensation Plan  is delayed

<PAGE> 7

due   to   the   anticipated   limitation or elimination  of  the
Company's  deduction  under  Code Section  162(m).   Any  payment
delayed under the preceding sentence shall be paid upon the first
to  occur of (a) a mandatory distribution referenced in the first
sentence of this Section 7.2, or (b) the date the delayed payment
is   made  under  the  Seaboard  Corporation  Executive  Deferred
Compensation Plan, to the extent consistent with the requirements
of Code Section 409A.

     7.3  Election Form.   A   Distribution  Preference  Election
(other than a  deemed  election)  must  be   made in writing on a
form  provided  by  the  Committee  and shall be submitted to the
Committee in such  manner  as   the  Committee  determines.     A
Distribution Preference Election  will not  be valid unless it is
submitted to the Committee in  the manner required.

     7.4  Time of Initial Election or Deemed Election.      If  a
Participant   makes   a   Deferral   Election   for     a    Plan
Year,  then  at  the  time  the Participant  makes  the  Deferral
Election  the Participant may also make a Distribution Preference
Election.   If  the  Participant fails  to  make  a  Distribution
Preference Election at such time, or if the Participant does  not
make   a  Deferral  Election  for  a  Plan  Year  but  a  Company
Contribution is made on behalf of the Participant for  such  Plan
Year,  then  the  Participant shall be  deemed  to  have  made  a
Distribution  Preference  Election  applicable  to  all   amounts
allocated  to  the Participant's Account for such Plan  Year,  as
adjusted thereafter for Investment Return, of a lump sum  payment
payable during the 90-day period commencing on the first  day  of
the  sixth  Plan Year following the year for which  the  Deferral
Election is made.

     7.5  Subsequent   Distribution   Preference   Election.    A
Participant    may    change     any     existing    Distribution
Preference  Election (whether it was made by the  Participant  or
deemed   made   by  the  Participant)  by  filing  a   subsequent
Distribution  Preference Election with the  Committee;  provided,
however,  a subsequent Distribution Preference Election will  not
be   effective   unless  it  satisfies  all  of   the   following
requirements:

          (a)  A subsequent Distribution  Preference Election may
     not take  effect until at least twelve months after the date
     on which it is filed by the Participant.

          (b)  A subsequent Distribution  Preference Election may
     not be  filed  less  than  twelve  (12)  months prior to the
     designated distribution date under the existing Distribution
     Preference Election.

          (c)  The  payment  that  is  subject  to the subsequent
     Distribution  Preference  Election  may  not be made earlier
     than five (5) years  after  the date such payment would have
     been made absent  such  subsequent  Distribution  Preference
     Election.

     7.6  Mandatory Distribution Upon Separation from Service. In
the   event   of   a   Participant's   Separation   from Service,
then  unless  the  Participant's Account  is  to  be  distributed
earlier  under  another  provision  of  this  Article  VII,   the
Participant's Account will be distributed by the Employer to  the
Participant  in  a  lump  sum payment during  the  seventh  month
following  the  month in which the Participant has  a  Separation
from Service.

     7.7  Mandatory Distribution Upon Change of Control.  In  the
event  of a Change of Control,  then   unless  the  Participant's
Account is to be distributed  earlier  under   another  provision

<PAGE> 8

of  this  Article  VII,  the  Participant's  Account   will    be
distributed  by the Employer to the Participant  in  a  lump  sum
payment within 90 days following the Change of Control.

     7.8  Mandatory Distribution Upon Disability.   In  the event
of  the  Disability  of  the  Participant,   then   unless    the
Participant's    Account   is   to   be    distributed    earlier
under  another  provision of this Article VII, the  Participant's
Account will be distributed by the Employer to the Participant in
a  lump sum payment within 90 days following the determination of
such Disability.

     7.9  Mandatory Distribution Upon Death.  In the event of the
death of the Participant, then  the Participant's Account will be
distributed by the Employer to  the Participant's  Beneficiary in
a lump sum payment within  90   days  following the Participant's
death.

     7.10 Distribution Upon Unforeseeable Emergency.      If  the
Committee determines that a Participant   has   an  Unforeseeable
Emergency,    then   upon    the   written    request   of    the
Participant  the Committee may direct the Employer to  distribute
to  the  Participant an amount that shall not exceed  the  amount
necessary  to satisfy such emergency need plus amounts  necessary
to   pay  taxes  reasonably  anticipated  as  a  result  of   the
distribution, after taking into account the extent to  which  the
such  emergency  is or may be relieved through  reimbursement  or
compensation by insurance or otherwise, or by liquidation of  the
Participant's  assets,  to the extent  the  liquidation  of  such
assets would not itself cause severe financial hardship.

     7.11 Adjustments to Accounts.  At any  time  a Participant's
entire  Account   is   to   be   distributed    hereunder,    the
Participant's Account shall  be adjusted,  as provided in Section
6.1 and Section 6.2,  prior  to  the  date of distribution and as
near as administratively feasible to the date of distribution.

                          ARTICLE VIII
                    AMENDMENT OR TERMINATION

     The  Board may, in its sole discretion, at any time and from
time  to  time, amend, in whole or in part, any of the provisions
of the Plan or may terminate it as a whole or with respect to any
Participant  or  group  of Participants;  provided,  however,  no
amendment or termination shall accelerate or postpone the time of
any  distributions hereunder except to the extent  allowed  under
Code Section 409A.

                           ARTICLE IX
                         ADMINISTRATION

     9.1  Committee.   The  Board  will  appoint, or delegate the
appointment of,  a  Committee  to  administer  the  Plan.     The
Committee will  act  by  a majority of  its members except to the
extent it   has    delegated   responsibilities  hereunder.   The
Committee   will   have   the following powers, rights and duties
in addition to those  granted to it elsewhere in the Plan:

     (a)  To adopt such rules of procedure and regulations as, in
          its  opinion,   may  be  necessary  for  the proper and
          efficient  administration  of  the  Plan  and  as   are
          consistent with the provisions of the Plan.

<PAGE> 9

     (b)  To enforce  the  Plan  in accordance with its terms and
          with  such  applicable  rules and regulations as may be
          adopted.

     (c)  To  construe  and interpret the Plan in the Committee's
          sole discretion, and to determine all questions arising
          under the  Plan,  including  the power to determine the
          rights of Participants  and their beneficiaries and the
          amount of their respective benefits.

     (d)  To  maintain  and  keep adequate records concerning the
          Plan  and  concerning  its proceedings and acts in such
          form and detail as the Committee may decide.

     (e)  To direct all payments of benefits under the Plan.

     9.2  Delegation.  In exercising its authority to control and
manage  the  operation   and   administration of the  Plan,   the
Committee  may  employ   agents   and   counsel (who may also  be
employed  by the Company) and delegate to them such powers as the
Committee  deems desirable.

     9.3  Information to be Furnished. The Employer shall furnish
the Committee or its delegates  such  data and information as may
be required.  The records of the Employer as to  a  Participant's
Separation  from   Service, Compensation, Beneficiary designation
and  elections  hereunder  will   be  conclusive  on  all persons
unless  determined  to  be incorrect.

     9.4  Committee's Decision Final.  Any  interpretation of the
Plan and any decision  on any matter within the discretion of the
Committee made in good  faith  is   binding   on  all persons.  A
misstatement or other mistake  of fact shall be corrected when it
becomes known, and the Committee shall   make  such adjustment on
account thereof as  it  considers equitable and practicable.

     9.5  Remuneration and Expenses.     No remuneration shall be
paid  to  any  Committee  member  for  services   hereunder.  All
expenses of a Committee member incurred in the performance of the
administration of the Plan  shall  be reimbursed by the Company.

     9.6  Indemnification of Committee Member.     The  Committee
and the individual members thereof shall be indemnified  by   the
Company against any  and  all  liabilities, losses,   costs,  and
expenses (including fees  and  expenses)  of whatsoever  kind and
nature which may be imposed on, incurred  by  or asserted against
the Committee or the members by reason of the  performance  of  a
Committee function if the Committee  or  such members did not act
dishonestly or in  willful  or  negligent violation of the law or
regulations  under  which  such  liability, loss, cost or expense
arises.

     9.7  Resignation or Removal of Committee Member. A Committee
member may resign at any time by giving  ten  (10)  days  advance
written notice to the Company and  the  other Committee  members.
The Company may remove a Committee member  by  giving     advance
written notice to him  or  her,  and the other Committee members.

     9.8  Interested Committee Member.  A member of the Committee
may not decide or determine any matter or question concerning his
or her own benefits under  the Plan.

<PAGE> 10

                            ARTICLE X
                        CLAIMS PROCEDURE

     10.1 Claim.  Any person claiming a benefit,  requesting   an
interpretation   or   ruling  under  the  Plan,   or   requesting
information under the Plan shall present the request  in  writing
to  the  Committee  which shall respond in  writing  as  soon  as
practicable.

     10.2 Denial of Claim. If the claim or request is denied, the
written notice  of denial  shall  be made within ninety (90) days
of  the  date  of receipt   of   such   claim  or  request by the
Committee  and  shall state:

     (a)  The reason for  denial,  with specific reference to the
          Plan provisions on which the denial is based.

     (b)  A description of any additional material or information
          required and an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

     10.3 Review of Claim.   Any person whose claim or request is
denied or who has not received a response within ninety (90) days
may request review by  notice  given in  writing to the Committee
within sixty (60)  days  of  receiving  a response or one hundred
fifty (150) days from the date   the  claim  was  received by the
Committee.  The  claim  or  request  shall  be  reviewed  by  the
Committee who may, but shall not  be   required   to,  grant  the
claimant   a   hearing.   On  review,  the   claimant   may  have
representation, examine pertinent  documents,  and submit  issues
and comments in writing.

     10.4 Final Decision.   The decision on review shall normally
be made within sixty  (60)  days after the Committee's receipt of
a request for review. If  an  extension  of  time is required for
a  hearing  or  other  special  circumstances, the claimant shall
be  notified  and  the  time  limit  shall  be one hundred twenty
(120) days after the Committee's receipt of a request for review.
The decision  shall be  in  writing  and  shall state the reasons
and  relevant  plan  provisions. All decisions on review shall be
final and  bind  all parties concerned.


                           ARTICLE XI
                          MISCELLANEOUS


     11.1 Captions.     The   captions  of  articles,   sections,
paragraphs and subparagraphs  of  this  Plan are for  convenience
only and shall not control or  affect the meaning or construction
of  any  of  its provisions.

     11.2 Company Action.  Except as may be specifically provided
herein, any action  required  or  permitted  to  be  taken by the
Company may be taken  on  behalf of the Company by any officer of
the Company.

     11.3 Terms.   Where   the   context  permits,  words in  the
plural  shall  include  the  singular,  and words in the singular
shall include the plural.

<PAGE> 11

     11.4 Governing Law.   Except  to  the extent governed by the
Employee Retirement Income  Security Act of 1974, as amended, the
provisions of  this  Plan  shall  be  construed  and  interpreted
according to the laws  of the state of Kansas.

     11.5 Nonassignability.   Neither a Participant nor any other
person shall have any right to  commute,  sell, assign, transfer,
pledge,  anticipate, mortgage or  otherwise encumber, hypothecate
or convey in  advance of actual receipt   the   amounts,  if any,
payable hereunder, or any part thereof, which are, and all rights
to which are,  expressly  hereby declared  to be unassignable and
nontransferable.  No  part of the amounts payable shall, prior to
actual payment, be subject to  seizure  or  separation  for   the
payment of any debts, judgments, alimony or  separate maintenance
owed by a  Participant  or  any other person, nor be transferable
by operation of  law  in  the event of a Participant's or another
person's  bankruptcy  or insolvency.

     11.6 Tax Obligations.     The  Employer  will  withhold from
that  portion  of  the  Participant's   Compensation that is  not
being  deferred,  in  a  manner  determined  by the Employer, the
Participant's  share  of FICA   and  other  employment  taxes  on
Deferrals  and Company Contributions.  The Employer will withhold
from any payments made  to   a   Participant  under  the Plan all
federal,  state  and  local  income,  employment  and other taxes
required to be withheld by the Employer  in  connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer.

     11.7 Not a Contract of Employment.  The terms and conditions
of this Plan shall not be deemed  to   constitute  a  contract of
employment between any Employer  and  any   Participant   or  any
Eligible Employee.  Such  employment  is hereby  acknowledged  to
be an "at will" employment  relationship that   can be terminated
at any time for any reason, or no reason, with or without  cause,
and with  or  without notice, unless otherwise expressly provided
in a written employment  agreement.  Nothing  in  this Plan shall
be deemed to give a Participant  the  right  to  be  retained  in
the service of  any  Employer  or  to interfere  with  the  right
of  an  Employer  to  discipline  or discharge the Participant at
any time.

     11.8 Participant Cooperation.  A  Participant will cooperate
by furnishing any  and  all information  requested  in   order to
facilitate  the  payment  of  benefits   hereunder and such other
action as may be requested by the Committee or the Company or the
Employer.

     11.9 Successors.  The provisions of this Plan shall bind the
Company, the Employer and their successors and assigns.  The term
successors as used  herein  shall include any corporate or  other
business  entity  which shall,  whether by merger, consolidation,
purchase or  otherwise   acquire all  or substantially all of the
business  and  assets  of   the  Company  or  the  Employer,  and
successors of any such corporation or other business entity.

     11.10  Unsecured  General  Creditor. Participants and  their
beneficiaries, heirs,  successors,  and   assigns  will  have  no
secured interest  or  claim  in  any  property  or  assets of any
Related Company whether or  not  such assets are  held in a trust
that may be used for the purpose  of   paying benefits hereunder.
For purposes of the Plan, any and all of  any  Related  Company's
assets shall  be,  and  remain, the general, unpledged, assets of
the Related Company. The Employer's   obligation  under  the Plan
shall be merely that of an unfunded and  unsecured promise

<PAGE> 12

of the Employer to pay money  in  the future.  No Employer  shall
have any   obligation under this Plan with respect to individuals
other than that Employer's employees.

     11.11  Validity.  In  case  any provision of this Plan shall
be held illegal  or  invalid  for any  reason, said illegality or
invalidity  shall not affect the remaining parts hereof, but this
Plan  shall  be  construed   and  enforced as if such illegal and
invalid  provision had never been inserted herein.

     11.12  Waiver of Notice.  Any notice required under the Plan
may be waived  by  the person entitled to notice.



     The  Company hereby agrees to the provisions of  this  Plan,
and,  in  witness thereof, the Company causes this  Plan  to  be,
executed on this 22nd day of December, 2008.



                                      SEABOARD CORPORATION



                                      By:  /s/ Steve J. Bresky
                                           Steven J. Bresky, President


<PAGE> 13

                           APPENDIX A

                    PARTICIPATING EMPLOYERS

                      Seaboard Corporation
                       Seaboard Foods LLC
                      Seaboard Marine, LTD
                 Seaboard Ship Management, Inc.

<PAGE> 14