SEABOARD CORPORATION
                 409A EXECUTIVE RETIREMENT PLAN
         AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009



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                      SEABOARD CORPORATION
                 409A EXECUTIVE RETIREMENT PLAN
         AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009

                        TABLE OF CONTENTS





ARTICLE I. HISTORY AND PURPOSE                                 4

ARTICLE II. DEFINITIONS                                        4
 2.1.  Accrued Benefit                                         4
 2.2.  Actuarial Equivalent                                    4
 2.3.  Actuarial Value                                         5
 2.4.  Board                                                   5
 2.5.  Change of Control                                       5
 2.6.  Code                                                    6
 2.7.  Committee                                               6
 2.8.  Company                                                 6
 2.9.  Covered Compensation                                    6
 2.10.  Early Retirement Date                                  6
 2.11.  Earnings                                               6
 2.12.  Effective Date                                         7
 2.13.  Executive Deferred Compensation Plan                   7
 2.14.  Eligible Spouse                                        7
 2.15.  Final Average Earnings                                 7
 2.16.  Inactive Participant                                   7
 2.17.  Interest Rate                                          7
 2.18.  Investment Option Plan                                 7
 2.19.  Nonqualified Deferred Compensation Plan                8
 2.20.  Normal Retirement Date                                 8
 2.21.  Participant                                            8
 2.22.  Participation Date                                     8
 2.23.  Pension Plan                                           8
 2.24.  Plan                                                   8
 2.25.  Plan Administrator                                     8
 2.26.  Plan Year or Year                                      8
 2.27.  Related Company                                        8
 2.28.  Separation Date                                        8
 2.29.  Separation from Service                                8
 2.30.  Years of Service                                       9
 2.31.  Years of Accrual Service                               9

ARTICLE III. PARTICIPATION                                     9
 3.1.  Participation Date                                      9
 3.2.  Cessation of Participation                              9
 3.3.  Inactive Participants                                   9
 3.4.  Participation not Contract of Employment                9

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ARTICLE IV. RETIREMENT BENEFITS                               10
 4.1.  Determination of Accrued Benefit                       10
 4.2.  Early Retirement Accrued Benefit                       10

ARTICLE V. PAYMENT OF BENEFITS                                11
 5.1.  Fully Vested Benefits                                  11
 5.2.  Forfeitures                                            11
 5.3.  Commencement of Payment                                11
 5.4.  Method of Payment                                      12
 5.5.  Participant Elections of Method of Payment             13
 5.6.  Death Benefit                                          13
 5.7.  Determination of Beneficiary                           14

ARTICLE VI. FUNDING                                           14
 6.1.  Unfunded Plan                                          14

ARTICLE VII. WITHHOLDING OF TAXES                             14
 7.1.  Tax Withholding                                        14

ARTICLE VIII. PLAN ADMINISTRATOR                              14
 8.1.  Membership and Authority                               14
 8.2.  Delegation                                             15
 8.3.  Information to be Furnished                            15
 8.4.  Plan Administrator's Decision Final                    15
 8.5.  Remuneration and Expenses                              15
 8.6.  Indemnification of Committee Member                    15
 8.7.  Resignation or Removal of Committee Member             16
 8.8.  Interested Committee Member                            16

ARTICLE IX. CLAIMS PROCEDURE                                  16
 9.1.  Claim                                                  16
 9.2.  Denial of Claim                                        16
 9.3.  Review of Claim                                        16
 9.4.  Final Decision                                         16

ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN              17
 10.1.  Board                                                 17

ARTICLE XI. MISCELLANEOUS                                     17
 11.1.  Captions                                              17
 11.2.  Company Action                                        17
 11.3.  Company Records                                       17
 11.4.  Evidence                                              17
 11.5.  Gender and Number                                     17
 11.6.  Governing Law                                         17

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 11.7.  Nonassignability                                      18
 11.8.  Participant Cooperation                               18
 11.9.  Successors                                            18
 11.10. Unsecured General Creditor                            18
 11.11. Validity                                              18
 11.12. Waiver of Notice                                      18

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                      SEABOARD CORPORATION
                 409A EXECUTIVE RETIREMENT PLAN
         AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009


                           ARTICLE I.
                       HISTORY AND PURPOSE

     Seaboard  Corporation (the "Company") adopted  the  Seaboard
Corporation  Executive  Retirement Plan (the  "Plan")  originally
effective January 1, 1994.  The Plan was amended and restated  in
its  entirety effective January 1, 1997 (the "1997  Plan").   The
1997  Plan  continues  to apply to certain employees  and  former
employees  of the Company, all of whose benefits under  the  1997
Plan  were  frozen prior to January 1, 2005, and are governed  by
the  1997  Plan, which, as it applies to these participants,  has
not been materially modified after October 3, 2004.

     The  Plan was amended and restated in its entirety effective
November  5, 2004, applicable to certain participants as provided
therein,  and  was  again amended and restated  in  its  entirety
effective  January 1, 2005 for the primary purpose  of  complying
with  Section  409A  of the Internal Revenue  Code  of  1986,  as
amended  (the  "Code:).   The Plan is  now  further  amended  and
restated  as  provided herein effective January 1, 2009  for  the
purpose  of  simplifying administration of the Plan and  for  the
purpose of complying with final Treasury regulations issued under
Code Section 409A.  The Participants in the Plan as of January 1,
2009  are listed on Addendum A attached hereto.  Addendum A  will
be revised by the Company from time to time as appropriate.

     The  purpose  of  the  Plan  is  to  aid  in  retaining  and
attracting  certain  key  employees of Seaboard  Corporation  and
participating   affiliated  companies  by   providing   to   them
supplemental retirement income.  The Plan is intended  to  be  an
arrangement  that  is unfunded and maintained primarily  for  the
purpose of providing supplemental retirement benefits 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 Code Section
409A.  The Plan shall be interpreted and administered in a manner
consistent with this intent.

                           ARTICLE II.
                           DEFINITIONS

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

     2.1. Accrued   Benefit   means   a   Participant's   benefit
determined as of a particular time  under  the provisions of this
Plan.

     2.2. Actuarial Equivalent  means a form of benefit differing
in time, period  or  manner of  payment  from a specified payment
form,  but  having  equivalent  value   when  computed   using an
interest  rate  of  8% per year compounded  annually and the 1983
Group Annuity Mortality  Table.  It is the  intent  that  at  all
times  reasonable  actuarial assumptions  be used to determine an
actuarial

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equivalent    form    of    benefit    hereunder.    Accordingly,
the Committee is authorized  to  amend  the  Plan  to  change the
actuarial assumptions  under this Section  2.2 at any time deemed
advisable by the Committee  based upon the  advice of the actuary
providing actuarial services  to the Plan.  At any given time the
same actuarial assumptions must be used  for  purposes of valuing
each annuity option, and any change in actuarial assumptions must
apply to all annuity options simultaneously.

     2.3. Actuarial Value means  the lump sum equivalent value of
a Participant's Accrued Benefit  payable at his Normal Retirement
Date and determined  by using (a) the annual interest rate on 30-
year Treasury securities as  specified  by  the  Commissioner for
the  month of November preceding  the  Plan Year in which payment
to the Participant  is  made,  and  (b)  the applicable mortality
table used for purposes of  satisfying  the  requirements of Code
Section 417(e).

     2.4. Board  means  the  Board  of   Directors   of  Seaboard
Corporation.

     2.5. 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 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 2.5, the attribution  of  ownership
rules  under Code Section 318(a) shall apply.  Also for  purposes
of

<PAGE> 5

determining whether there has been a Change of Control, "Company"
means  only  Seaboard  Corporation  and  any  successors  to  the
business of Seaboard Corporation.

     2.6. Code  means  the  Internal  Revenue  Code  of  1986, as
amended from  time  to  time.  References  to  any Section of the
Internal  Revenue  Code  shall  include  any  successor provision
thereto.

     2.7. Committee  means  the  committee,  if any, appointed to
administer this  Plan pursuant to Article VIII.

     2.8. Company   means   Seaboard   Corporation,   a  Delaware
corporation, and any of its  subsidiaries  or affiliates that are
participating  in  this Plan,  and any successors to the business
of Seaboard Corporation  and  such  participating subsidiaries or
affiliates.

     2.9. Covered Compensation shall be determined under the same
methodology as set forth for  such  term  under  the Pension Plan
provisions in  effect  on  the Effective Date.

     2.10. 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.

     2.11. Early Retirement  Date  means  the  date as of which a
Participant has both (a) completed  ten (10) Years of Service and
(b) been a Participant for five (5) Years.

     2.12. Earnings with respect to any  particular  Year  means:
(a) the total salary  and  bonus received by the Participant from
the Company  for  the  Participant's   services during such Year;
(b)  the  amount   of  any  elective  contributions  made  by the
Participant  in  such  Year pursuant  to a plan maintained by the
Company where such amount is  not  includable  in gross income in
such Year under the provisions  of  Code  Sections 125, 401(k) or
132(f); (c)  the  amount   of   the  compensation  reduction of a
Participant  effective  for   such   Year under   the  Investment
Option Plan; (d) the amount  of   the Participant's  compensation
otherwise payable to the Participant in such Year that is instead
deferred  and  credited  to  an  account for  the  benefit of the
Participant  with  respect  to  such  Year  under  the  Executive
Deferred  Compensation  Plan;  (e)  the  amount  of  any  Company
discretionary  contribution  attributable  to  such  Year that is
credited  to  an  account  for  the  benefit  of  the Participant
under  the  Executive Deferred Compensation  Plan;  and  (f)  the
amount  credited to an account for the benefit of the Participant
pursuant to a deferral election of the Participant applicable for
such Year under the Nonqualified Deferred Compensation Plan.

      Earnings  with  respect to any particular  Year  shall  not
include:  (a) reimbursements or other expense allowances,  fringe
benefits   (cash  and  noncash),  moving  expenses  and   welfare
benefits,  whether  or  not taxable to the Participant;  (b)  any
benefits  of  the  Participant accrued or paid  under  this  Plan
whether  before  or  after the Effective  Date;  (c)  any  amount
received  upon  the  exercise  of  an  option  granted   to   the
Participant  under the Investment Option Plan;  (d)  any

<PAGE> 6

amounts credited to an account for the benefit of the Participant,
and any amounts paid with respect to any such account, under  the
Executive   Deferred  Compensation  Plan,  except   the   amounts
described  in  clauses (d) and (e) of the preceding paragraph  of
this Section 2.12; (e) any amounts credited to an account for the
benefit of the Participant, and any amounts paid with respect  to
any  such  account, under the Nonqualified Deferred  Compensation
Plan,  except the amount described in clause (f) of the preceding
paragraph  of  this  Section 2.12; and (f) any  benefits  of  the
Participant  accrued or paid under any retirement plan  qualified
under  Code  Section  401(a), except any  elective  contributions
described  in  clause  (b)  of the preceding  paragraph  of  this
Section 2.12.

     2.13. Effective Date  means the effective date of this Plan,
which is January 1, 2009.

     2.14. Executive  Deferred   Compensation   Plan   means  the
Seaboard  Executive  Deferred  Compensation  Plan,   adopted   by
Seaboard   Corporation   effective  January   1,  1999,  as  most
recently amended and restated effective January 1, 2009,  and  as
hereafter amended from time to time.

     2.15. Eligible Spouse means  the  spouse of a Participant to
whom the Participant  was  married   on  the  date payment of the
Participant's vested Accrued Benefit commences, or,  if  earlier,
on  the  date   of   the  Participant's death. The  length of the
marriage prior  to  either  of such dates shall not be taken into
consideration.

     2.16. Final Average Earnings means a  multiple  of  12 times
the average  monthly  Earnings received by  a Participant for the
60 consecutive  months which produce the highest average Earnings
during the last  120  whole  months  for  which  the  Participant
received Earnings.  For purposes of determining the Participant's
Final  Average  Earnings   a Participant's  monthly  Earnings for
a  specific  month  shall   be   equal   to  a  fraction  of  the
Participant's Earnings for the  Plan  Year  in  which  such month
occurs,  the  numerator  of  which  fraction  is   one   and  the
denominator of which fraction is  the   number   of  months  (and
fractions thereof) in the Plan Year  for  which  the  Participant
received Earnings.  If a Participant does  not  receive  Earnings
during   a   minimum  of  60  whole    months,    Final   Average
Earnings shall be determined based upon the Participant's average
monthly earnings for all months.

     2.17. Inactive Participant  means  a  Participant  who is no
longer accruing a benefit  under  the  Plan   because  either (a)
the President  or  a  Senior  Vice President  of  the Company has
determined in his sole  discretion that  the Participant shall no
longer accrue a benefit under  the Plan  because  the Participant
no longer satisfies  criteria  for participation as determined by
the President or  a Senior Vice President in his sole discretion,
or (b) the Participant has  had a Separation from Service.

     2.18. Interest Rate  means  the  Moody's  AAA Seasoned  Bond
Index average rate as of the first business  day of the Plan Year
containing  the  period  for  which  the  interest amount payable
hereunder is to be determined.

     2.19. Investment Option Plan means  the Seaboard Corporation
Investment Option Plan, adopted by Seaboard Corporation effective
December 1, 2000,  as  amended from time to time.  The Investment
Option Plan is now frozen.

<PAGE> 7

     2.20. Nonqualified Deferred  Compensation  Plan  means   the
Seaboard   Corporation Nonqualified  Deferred Compensation  Plan,
adopted  by Seaboard  Corporation  effective September  1,  2005,
as most recently amended and restated  effective January 1, 2009,
and as hereafter amended from time  to time.

     2.21. Normal Retirement Date  means  the  first  day of  the
calendar month coinciding  with  or next  following  the date the
Participant attains  age  sixty-two (62).

     2.22. Participant  means any individual who is designated as
a Participant in the Plan as provided in Section 3.1 and  who has
not ceased to  be  a Participant under Section 3.2.

     2.23. Participation Date  means the date an employee becomes
a Participant as provided in Section 3.1.  The Participation Date
of each Participant shall be stated on Addendum A.

     2.24. Pension Plan  means  the  Seaboard Corporation Pension
Plan, a retirement  plan qualified under  Code Section 401(a) and
sponsored  by Seaboard Corporation, as amended from time to time.

     2.25. Plan   means   the   Seaboard   Corporation  Executive
Retirement Plan as set  forth  herein and as amended from time to
time.

     2.26. Plan Administrator  means  the  Committee, if any, but
if at any time there  is  no Committee  acting hereunder then the
Plan Administrator  will  be Seaboard Corporation.

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

     2.28. 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).

     2.29. Separation Date  means the  date the Participant has a
Separation from Service.

     2.30. 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

<PAGE> 8

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
2.30, the term Company includes any Related Company.

     2.31. Years of Service at  any  particular  time  means  the
years  of  service the Participant has at that time as determined
under the Pension Plan provisions in effect on the Effective Date
for vesting purposes.

     2.32. Years of Accrual Service at  any particular time means
Years of Accrual Service at  that time as  determined  under  the
Pension Plan provisions in effect on  the  Effective Date, except
that Years of Accrual Service shall be determined  (a) based upon
all hours of service with either the Company or a Related Company
whether or not the Participant was a  Participant in  the Plan at
the time of such service, (b) without applying  the maximum limit
of 35 Years of Accrual Service  under the  Pension  Plan, and (c)
without applying the Pension Plan's exclusion of  service  during
any period from  January  1,  1994 through January 1,  1997  that
the  Participant  was  accruing benefits under  either  this Plan
or  any  predecessor   plan   that  merged   into   this    Plan.
Notwithstanding the preceding  sentence, Years of Accrual Service
will not include any  service  for  an entity  occurring prior to
the time the entity became  a  Related Company.

                          ARTICLE III.
                          PARTICIPATION

     3.1. Participation Date. All persons who are Participants in
the 2005 Plan immediately prior to the Effective Date will remain
Participants as  of  the Effective Date,  and  the  Participation
Date of any such Participant is  that date prior to the Effective
Date  that  he became  a Participant.  An employee of the Company
who is  not  a  Participant  on  the  Effective  Date, and who is
determined  by  the President of the  Company to be a member of a
select  group  of management  or  highly  compensated  employees,
will  become   a Participant if he is designated as a Participant
by the President  of  the Company.  Such employee's Participation
Date will be  the date specified by the President of the Company.
Commencement  of participation does not guarantee any Participant
continued active participation hereunder.

     3.2. Cessation of Participation. A Participant will cease to
be a Participant when he no longer has an Accrued Benefit.

     3.3. Inactive Participants.   An  Inactive  Participant will
have a frozen Accrued  Benefit hereunder.   If  at  any  time the
frozen Accrued  Benefit  of an Inactive Participant is zero, then
the Inactive Participant will no longer have  an  Accrued Benefit
and  will  cease  to  be  a Participant.

     3.4. Participation not Contract of  Employment.   The   Plan
does    not   constitute   a   contract   of   employment,    and
participation in the Plan will not give any Participant the right
to  continue in the employ of or provide services to the Company,
or  interfere  in  any  way  with the right  of  the  Company  to
terminate the employment of the Participant or give any right  or
claim  to  any  benefit under the terms of the Plan  unless  such
right  or  claim is specifically vested under the  terms  of  the
Plan.

<PAGE> 9

                           ARTICLE IV.
                       RETIREMENT BENEFITS

     4.1. Determination of Accrued  Benefit.    A   Participant's
Accrued Benefit is a benefit payable in  the  form  of  a  single
life annuity commencing on the  Participant's  Normal  Retirement
Date (or the Participant's Separation Date  if  later  than   his
Normal Retirement Date) in an annual amount equal to  the  excess
of (1) the sum of (a) (the "Pre-Participation Service   Benefit")
and  (b)  (the  "Post-Participation   Service  Benefit")   below,
over  (2) the sum of (c)  (the  "Pension Plan Offset"),  and  (d)
(the "Prior Cash Payment Offset"); provided, however, in no event
shall the Participant's Accrued Benefit  be less than the  amount
of  the  Participant's  Accrued  Benefit immediately prior to the
Effective Date.

     (a)  Pre-Participation Service Benefit. A Participant's Pre-
          Participation Service Benefit will be determined taking
          into account only the Participant's  Years  of  Accrual
          Service   as   of   his    Participation    Date ("Pre-
          Participation Years of Accrual Service") and will be an
          amount equal to the sum of:

          (i)  .65% of his Final  Average Earnings  multiplied by
          his Pre-Participation Years of Accrual Service; and

          (ii) .50%  of  his Final  Average Earnings in excess of
          Covered   Compensation   multiplied    by    his   Pre-
          Participation Years of Accrual Service.

     (b)  Post-Participation  Service Benefit.   A  Participant's
          Post-Participation  Service  Benefit will be determined
          taking into account the Participant's Years of  Accrual
          Service  after  the  Participant's  Participation  Date
          ("Post-Participation Years of  Accrual  Service")   and
          will be an amount equal to 2.5% of his  Final   Average
          Earnings  multiplied  by  his  Post-Participation Years
          of Accrual Service.

     (c)  Pension Plan Offset.  The  amount  of  a  Participant's
          Pension  Plan Offset is the Actuarial Equivalent of the
          Participant's accrued benefit as defined in the Pension
          Plan, determined as if such benefit were payable in the
          form of a single life annuity  that  commences  on  the
          Participant's Normal Retirement Date or, if  later, the
          Participant's Separation Date.

     (d)  Prior Cash Payment Offset.  This offset applies only to
          those  Participants  who  received  one  or  more  cash
          payments under  the  provisions  of  the Plan in effect
          from  January 1, 1994  through  January 1, 1997.    The
          amount  of  the  Prior  Cash  Payment  Offset  is   the
          Actuarial Equivalent of the benefit satisfied with such
          cash  payments,  determined  as  if  such  benefit were
          payable  in  the  form  of  a  single life annuity that
          commences  on  the Participant's Normal Retirement Date
          or,  if  later, the Participant's Separation Date.  The
          name  of each Participant who received one or more such
          cash  payments and the benefit satisfied with such cash
          payment or  payments  are listed on Addendum B attached
          hereto.

     4.2. Early  Retirement  Accrued  Benefit.  A   Participant's
Accrued Benefit on or after the Participant's  Early   Retirement
Date (regardless of whether the  Participant's  Separation   from

<PAGE> 10

Service   occurs    before    or    after    the    Participant's
Early  Retirement  Date)  and prior to the  Participant's  Normal
Retirement Date will be an early retirement Accrued Benefit.  The
Participant's early retirement Accrued Benefit determined as of a
date that is on or after the date the Participant attains age  55
will  equal the Participant's Accrued Benefit as determined under
Section 4.1, reduced by 4% for each year by which the date of the
determination  of  such  Participant's early  retirement  Accrued
Benefit  precedes the Participant's Normal Retirement Date.   The
Participant's early retirement Accrued Benefit determined as of a
date  that  is prior to the date the Participant attains  age  55
will  equal  the  actuarial equivalent, as of such  determination
date,  based on the interest and mortality tables then applicable
under  Section 2.3, of the Participant's early retirement Accrued
Benefit  at age 55 as determined in accordance with the preceding
sentence.

                           ARTICLE V.
                       PAYMENT OF BENEFITS

     5.1. Fully Vested Benefits.  A  Participant  will  be  fully
vested in the Participant's Accrued  Benefit  upon  the  first to
occur of:

     (a)  The  Participant's  Normal  Retirement  Date   if   the
          Participant  is an employee of the Company or a Related
          Company on the Participant's Normal Retirement Date; or

     (b)  The  Participant's  disability  as  determined  by  the
          Committee  if  such   disability   occurs   while   the
          Participant is an employee of  the Company or a Related
          Company; or

     (c)  The  Participant's  death  while  the Participant is an
          employee of the Company or a Related Company; or

     (d)  The Participant's  completion of five Years of Service;
          or

     (e)  A Change of Control.

     5.2. Forfeitures.  If the Participant does not have a vested
Accrued  Benefit under the provisions  of  Section 5.1  upon  the
Participant's  Separation  Date,  then  the Participant's Accrued
Benefit  will  be forfeited.

     5.3. Commencement of Payment.   If  the Participant's vested
Accrued Benefit is paid in the form of an  annuity as hereinafter
provided,  then  payment  will  commence  in  the  seventh  month
following the month in  which  the  Participant  has a Separation
from Service, or in the  month of the  Participant's   attainment
of  age  62   if   later.    If the Participant's  vested Accrued
Benefit is paid in the form of a lump sum as hereinafter provided,
then payment will be  made  in  the  seventh  month following the
month in which the  Participant has  a  Separation  from  Service
(or during  the  90-day  period  following  the effective date of
this  amended  and  restated  Plan  if  later).   The   following
provisions of this Section 5.3  will  apply  notwithstanding  the
preceding provisions of this Section 5.3.  If a Change of Control
occurs prior to the date the Participant has  a  Separation  from
Service, then the Participant's vested Accrued  Benefit  will  be
paid to the Participant in a lump  sum  payment  within  90  days
following  the  Change  of  Control.   If   the

<PAGE> 11

Participant incurs a Disability prior to the date the Participant
has  a  Separation  from Service, then the  Participant's  vested
Accrued  Benefit will be paid to the Participant in  a  lump  sum
within 90 days following the determination of such Disability.

     5.4. Method of Payment.   The  Participant's  vested Accrued
Benefit will be paid in  one of the  following methods elected by
the Participant in accordance with Section 5.5:

     (a)  Lump  Sum Payment: A lump sum payment is a single  cash
          payment  in  an  amount equal to the Actuarial Value of
          the  Participant's vested Accrued Benefit determined as
          of  the  payment  date;  provided,  however,  if    the
          Participant is eligible to  receive an early retirement
          benefit under Section 4.2, then the  amount of a single
          lump sum payment to  the  Participant  will  equal  the
          present  value determined as of the payment date of the
          Participant's  early  retirement  benefit under Section
          4.2 payable  in  the  form  of  a  single  life annuity
          commencing on the payment  date and determined by using
          the interest and mortality tables  then  applicable for
          purposes   of     determining     Actuarial      Value.
          Notwithstanding   any   contrary   election  made  by a
          Participant, the  Participant's  vested Accrued Benefit
          will always be paid in a  lump sum payment if as of the
          commencement  date  determined  under  Section 5.3  the
          dollar amount of the lump sum payment is less  than  or
          equal to the sum of $50,000.

     (b)  Annuity Payment:  An  annuity  is payment in one of the
          forms  described  in  the  subparagraphs   under   this
          paragraph (b) that is  the Actuarial  Equivalent of the
          Participant's   vested   Accrued   Benefit.    If   the
          Participant  has  an  Eligible  Spouse  at the time the
          election  is  made  and  elects  a  joint  and survivor
          annuity  payment,  but does not have an Eligible Spouse
          at  the  time  benefit  payments commence, then benefit
          payments  will  be  made  in the form of  a single life
          annuity  unless  the  Participant  elects a single life
          annuity with a ten (10) year term certain in accordance
          with the provisions of Section 5.5.

          (i)  Single Life Annuity.  A single life annuity is the
          Actuarial  Equivalent  of  the  Participant's    vested
          Accrued Benefit payable in   annual  payments  to   the
          Participant for the lifetime of the Participant.

          (ii) 50%  Joint  and Survivor Annuity.  A 50% joint and
          survivor  annuity  is  the  Actuarial Equivalent of the
          Participant's vested Accrued  Benefit payable in annual
          payments to the Participant for  the  lifetime  of  the
          Participant  and  to  the Participant's Eligible Spouse
          upon  the  Participant's  death for the lifetime of the
          Participant's Eligible Spouse, with each payment to the
          Participant's  Eligible  Spouse being 50% of the amount
          of each payment to the Participant.

          (iii) Single Life Annuity with 10 Year Term Certain.  A
          single  life  annuity with a ten (10) year term certain
          is a  single life annuity described in subparagraph (i)
          above with a guaranteed payment term of ten (10) years.

          (iv) 75% Joint  and  Survivor Annuity.  A 75% joint and
          survivor  annuity  is  the  Actuarial Equivalent of the
          Participant's vested Accrued Benefit payable in

<PAGE> 12

          annual payments to the Participant for  the lifetime of
          the  Participant  and  to  the  Participant's  Eligible
          Spouse upon the Participant's death for the lifetime of
          the Participant's Eligible Spouse, with each payment to
          the Participant's  Eligible  Spouse  being  75%  of the
          amount of each payment to the Participant.

          (v) 100%  Joint and Survivor Annuity.  A 100% joint and
          survivor  annuity is  the  Actuarial  Equivalent of the
          Participant's vested Accrued  Benefit payable in annual
          payments  to  the Participant  for  the lifetime of the
          Participant  and to  the  Participant's Eligible Spouse
          upon  the  Participant's death  for the lifetime of the
          Participant's Eligible Spouse, with each payment to the
          Participant's Eligible  Spouse being 100% of the amount
          of each payment to the Participant.

     5.5. Participant Elections of Method of Payment.   A  method
of payment election must be made in accordance with subparagraphs
(a)  and (b) of this Section  5.5.   A method of payment election
must be made on a form provided by the Committee and  will not be
validly made until delivered to the Committee.

     (a)  Initial Elections:  An Employee who is a Participant in
          the  Plan  on  December 31, 2008, must make the initial
          method of  payment  election  on or before December 31,
          2008.  An  Employee  who  becomes a  Participant  after
          December 31, 2008, must  make  the method   of  payment
          election on or before the Employee's Participation Date.
          Any Participant who does not elect a method of  payment
          is deemed to have elected a lump sum payment.

     (b)  Subsequent  Elections:  Except as hereafter provided in
          this  subparagraph  (b),  a  Participant's  method   of
          payment election is  irrevocable.  If a Participant has
          elected  in  accordance  with  the  provisions  of  the
          preceding subparagraph (a) of this Section 5.5 that the
          method of  payment  of the Participant's vested Accrued
          Benefit will  be  an annuity, then at any time prior to
          the time the first  annuity payment  to the Participant
          is made, the Participant  may  elect to change the form
          of annuity to  another  form  of annuity provided under
          the provisions of subparagraph (b) of Section 5.4. Such
          election shall be made  by  an  instrument  in  writing
          signed  by  the  Participant  and   delivered   to  the
          Committee

     5.6. Death Benefit.  If  the  Participant dies prior  to the
commencement of payment  of  Participant's  Accrued Benefit, then
the  Participant's  vested  Accrued  Benefit  will be paid to the
Participant's beneficiary  as  determined  under   Section 5.7 as
soon  as  practical after the Participant's  death in the form of
a lump sum payment.  If the Participant dies after the payment or
commencement of payment  of the Participant's Accrued Benefit, no
further payments  will  be made  hereunder with  respect  to  the
Participant   and  the Participant's  benefits hereunder shall be
deemed  to  be fully paid; provided, however, that if at the time
of the Participant's death, the Participant's Accrued Benefit was
being paid  in  the form of a single life annuity with a ten (10)
year term certain and all of the guaranteed payments had not been
made, then  the remaining guaranteed payments will be paid to the
Participant's  beneficiary  as  determined  under   Section  5.7;
and  provided, further, that if  at the time of the Participant's
death,  the  Participant's  Accrued Benefit was being paid in the
form of a joint  and  survivor annuity, then if the Participant's

<PAGE> 13

Eligible Spouse  survives  the Participant, the survivor  annuity
benefit  will be paid to  the Participant's Eligible Spouse until
the death of the Participant's Eligible Spouse.

     5.7. Determination of  Beneficiary.  Each  Participant  from
time to time may designate any person or persons,  trust,  estate
or charitable institution  (who  may  be designated  concurrently
or   contingently)   to   whom   the Participant's vested Accrued
Benefit under the Plan will be paid if the Participant dies prior
to the payment or commencement  of payment  of the  Participant's
Accrued Benefit or if the Participant dies after the commencement
of payment in the form of  a  single life annuity with a ten (10)
year term certain and prior to the  completion of such guaranteed
payments.   A  beneficiary  designation will be effective only if
filed in writing  with  the  Plan   Administrator   while     the
Participant  is   alive.    The Participant's beneficiary will be
the beneficiary designated  on the  last such written designation
filed by the Participant prior to the Participant's death.

     If  a  Participant fails to validly designate a beneficiary,
then  the  Participant's beneficiary will  be  the  Participant's
Eligible  Spouse, but if the Participant is not  survived  by  an
Eligible  Spouse then the Participant's beneficiary will  be  the
personal  representative of the Participant's  estate;  provided,
however,  if  the Participant does not otherwise have  a  probate
estate,  the Plan Administrator may pay the Participant's  vested
Accrued  Benefit  to  such  person  or  persons  whom  the   Plan
Administrator  determines, in the Plan Administrator's  sole  and
absolute  discretion,  would be the beneficiaries  in  a  probate
proceeding, and the Plan Administrator shall have no liability to
any person for any such determination.


                            ARTICLE VI.
                             FUNDING

     6.1. Unfunded Plan. This Plan is an unfunded plan for income
tax purposes and for  purposes of Title I of ERISA.  The  Company
may from time to  time deposit  assets  in a trust established by
the  Company  that  is  subject  to  the creditors of the Company
but which  assets  must otherwise   be  used  for  the purpose of
paying  Accrued  Benefits hereunder.   In  the  event of a Change
of Control,  the  Company will,  as  soon  as practical following
such Change  of  Control,  deposit  or  cause  to be deposited in
such trust  assets  of an amount sufficient (as determined by the
actuary of  the  Pension Plan) to pay all vested Accrued Benefits
of the Participants  as  determined as of the first day following
such Change of Control.

                          ARTICLE VII.
                      WITHHOLDING OF TAXES

     7.1. Tax Withholding.   The Company  has the right to retain
and withhold from any payment of benefits hereunder the amount of
taxes required by any  government  to be withheld or otherwise be
deducted and paid  with respect to such payment.

                          ARTICLE VIII.
                       PLAN ADMINISTRATOR

     8.1. Membership and Authority.  The  Board  may  appoint, or
delegate   the    appointment   of,  a  Committee  to act as Plan
Administrator.  In the event a Committee is  acting as

<PAGE> 14

Plan   Administrator,   the   Committee   shall    act    by    a
majority  of  its members except to the extent it  has  delegated
responsibilities  hereunder.  The Plan Administrator  shall  have
the  following  powers, rights and duties in  addition  to  those
vested in 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.

     (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   Plan
          Administrator'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 Plan Administrator may decide.

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

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

     8.3. Information to be Furnished.  The Company shall furnish
the Plan Administrator or its delegees such data  and information
as  may  be  required.  The  records  of  the  Company  as  to an
employee's  or  Participant's period  of  employment,  Separation
from Service  and  the  reason therefore,  leave  of  absence and
compensation will be  conclusive on all persons unless determined
to be incorrect.

     8.4. Plan    Administrator's    Decision    Final.       Any
interpretation of the Plan and any decision on any matter  within
the  discretion of the Plan Administrator  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  Plan
Administrator shall make such adjustment on account thereof as it
considers equitable and practicable.

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

     8.6. 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

<PAGE> 15

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.

     8.7. 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.

     8.8. 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.

                           ARTICLE IX.
                        CLAIMS PROCEDURE

     9.1. 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.

     9.2. 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.

     9.3. 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.

     9.4. 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.

<PAGE> 16

                           ARTICLE X.
              AMENDMENTS OR TERMINATION OF THE PLAN

     10.1. Board.  The Board may, at any time or times, amend the
Plan, pursuant  to  written  resolution  adopted  by  the  Board;
provided, however, no amendment  shall  be  effective to decrease
the  amount  of  any  Participant's  Accrued  Benefit  which,  at
the time of the amendment, was fully vested hereunder, unless the
Participant  agrees   to  such  amendment,  and no amendment  may
relieve  the  Company  of  its obligation under Article VI unless
all of the Participants agree to such amendment.  The Board  may,
at any time, terminate the Plan by written resolution adopted  by
the Board.  In the event the  Board  terminates  the  Plan,   all
Participants  who  are  employees of the  Company  or  a  Related
Company at the time of such termination, will become fully vested
in their Accrued Benefits.  Any payment hereunder will be made as
provided herein regardless of the Plan termination except to  the
extent  allowed  under Code Section 409A.   In  addition  to  the
preceding  amendment  authority of  the  Board,  the  appropriate
officers  of  the Company are authorized to amend the  Plan  from
time  to  time  as they deem advisable for purposes of  complying
with  any  provisions of the Internal Revenue Code  and  Treasury
Regulations and any other guidance issued by the Secretary of the
Treasury,  and the Committee is authorized to amend the  Plan  as
provided in Section 2.2.

                           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. Company  Records.   Records   of  the Company as to an
employee's or Participant's period of employment, Separation from
Service and the reason therefore, leaves of absence, reemployment
and  compensation   will  be  conclusive  on  all persons, unless
determined to be incorrect.

     11.4. Evidence.   Evidence  required  of  anyone  under  the
Plan  may  be  by  certificate,  affidavit,  document  or   other
information  which  the  person  acting on it considers pertinent
and reliable, and may  be signed, made or presented by the proper
party or parties.

     11.5. Gender and Number.  Where  the  context permits, words
in the masculine gender shall  include  the  feminine  and neuter
genders, the plural shall include the  singular, and the singular
shall include the plural.

     11.6. Governing Law. Except to the extent governed by ERISA,
the provisions of this  Plan  shall be construed and  interpreted
according to the laws  of the state of Delaware.

<PAGE> 17

     11.7. 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.

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

     11.9. Successors.   The  provisions  of this Plan shall bind
and  inure  to  the benefit of the Company and its 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,
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 the
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  the Company's  assets
shall  be,  and  remain,  the general,  unpledged, assets  of the
Company. The Company's obligation under the  Plan shall be merely
that of an unfunded and unsecured promise of  the Company  to pay
money in the future.  No Company shall  have any obligation under
this Plan with respect to individuals other than  that  Company'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 Agreement to be,
executed on this 22nd day of December, 2008.



                                        SEABOARD CORPORATION



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


<PAGE> 18


                           ADDENDA TO
                      SEABOARD CORPORATION
                 409A EXECUTIVE RETIREMENT PLAN,
                      AMENDED AND RESTATED
                    EFFECTIVE JANUARY 1, 2009


Following  is  a list of the Addenda to the Seaboard  Corporation
409A  Executive Retirement Plan, Amended and Restated,  Effective
January  1, 2009, which is filed with the Securities and Exchange
Commission ("SEC").  Seaboard Corporation ("Seaboard") undertakes
to  provide  to  the  SEC the Addenda, as requested,  subject  to
Seaboard's  right  to  request confidential treatment  under  the
Freedom of Information Act.

Addendum A  --  Participants
Addendum B  --  Prior Cash Payments


<PAGE> 19