SEABOARD CORPORATION RETIREE MEDICAL BENEFIT PLAN
        AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009

                           ARTICLE I.
                             PURPOSE

     The  Seaboard Corporation Retiree Medical Benefit Plan  (the
"Plan")  was established by Seaboard Corporation effective  March
4,  2005.  The primary purpose of the Plan is to provide  medical
benefits  not  otherwise provided under the Seaboard  Corporation
Health  Plan  to  certain individuals who have rendered  valuable
services to Seaboard Corporation.  The Plan is hereby amended and
restated  for  the  purpose  of  adding  certain  provisions   in
compliance  with  Section 409A of the Internal  Revenue  Code  of
1986, as amended.

                           ARTICLE II.
                           DEFINITIONS

      For  purposes of this Plan, the following words and phrases
shall have the meaning indicated below.

      2.1  "Benefits" means the medical benefits provided through
this Plan.

     2.2  "Change of Control" means an event or transaction which
results in one or more of the following:

           (a)   The  acquisition by any person or entity  (other
than  by  the  Company or one of its subsidiaries) 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 liquidation of the Company or the sale of more
than eighty-five percent (85%) of the assets of the Company to an
unrelated person or entity;

          (c)  The approval by the shareholders of the Company of
a  reorganization, merger or consolidation with respect to  which
persons  who  were  the stockholders of the  Company  immediately
prior  to  such reorganization, merger or consolidation  do  not,
immediately thereafter, own more than fifty percent (50%) of  the
combined  voting power entitled to vote generally in the election
of  the  directors  of  the reorganized, merged  or  consolidated
entity's then outstanding voting securities; or

           (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)  of  more  than 50%  of  either  the  membership
interests or the combined voting power of Seaboard Flour, LLC.

      2.3   "COBRA" means the Consolidated Omnibus Reconciliation
Act  of  1985  as  amended from time to time and the  regulations
thereunder.

      2.4   "Code"  means the Internal Revenue Code of  1986,  as
amended from time to time, and final Treasury regulations  issued
thereunder.

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      2.5   "Committee" means the committee that administers this
Plan pursuant to Article V.

      2.6   "Company"  means  Seaboard  Corporation,  a  Delaware
corporation, and its successors and assigns.

      2.7   "Company Health Plan" means the Seaboard  Corporation
Health Plan as from time to time amended.

      2.8   "Dependent"  means  an unmarried  child  (natural  or
adopted)  of  an  Eligible Employee or  of  a  deceased  Eligible
Employee provided such unmarried child is either:

           (a) under  19  years  of  age  and  dependent  on  the
Eligible Employee (if living) for support and maintenance; or

           (b)  over 19 years of age and under 25 years  of  age,
dependent  on the Eligible Employee (if living) for  support  and
maintenance,  and enrolled as a full-time student (as  determined
by  the educational institution) at a high school or licensed  or
accredited school of higher learning; or

           (c)  over 19 years of age, primarily supported by  the
Eligible  Employee  (if living) and incapable of  self-sustaining
employment by reason of mental or physical handicap.

      2.9   "Effective Date" means January 1, 2009, the date this
amended and restated Plan is effective.

      2.10  "Eligible  Employee"  means  an  Employee  or  former
Employee  described in Section 3.1 who is eligible  to  become  a
Participant upon satisfying the requirements for participation as
set forth herein.

      2.110 "Employee" means an employee of the Employer.

      2.12  "Employer"  means the Company and any  subsidiary  or
affiliate of the Company that participates in this Plan with  the
consent of the Company and employs the Eligible Employee.

      2.13  "Family  Member" means (a) a person  who  is  legally
married to (and not legally separated from) a Participant who  is
an  Eligible Employee, and (b) any Dependant of a Participant who
is  an  Eligible Employee.  Family Member also means (a) a person
who  is  legally married to (and not legally separated  from)  an
Eligible  Employee at the time of the Eligible  Employee's  death
(whether  or not such death occurs prior to the time the Eligible
Employee  becomes  a Participant), and (b) any  Dependant  of  an
Eligible  Employee at the time of the Eligible  Employee's  death
(whether  or not such death occurs prior to the time the Eligible
Employee  becomes a Participant); provided, however, a  Dependant
who  is  a child of a deceased Eligible Employee shall not  be  a
Family  Member  on and after the date such Dependant  attains  19
years  of age except that such Dependant will be a Family  Member
at  any time or times such Dependant is (a) under 25 years of age
and  enrolled  as  a  full-time student  (as  determined  by  the

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educational  institution)  at  a  high  school  or  licensed   or
accredited school of higher learning, or (b) incapable  of  self-
sustaining  employment by reason of mental or physical  handicap.
If  an  Eligible Employee ceases to be an Eligible Employee under
the  provisions  of  Section 3.2, then  any  Family  Member  with
respect to such Eligible Employee shall thereupon cease to  be  a
Family  Member and no individual shall thereafter become a Family
Member with respect to such Eligible Employee.

      2.14  "Medicare" means the program of medical care benefits
provided  under Title XIX of the Social Security Act of 1965,  as
amended from time to time.

      2.15  "Participant" means an Eligible Employee or a  Family
Member who receives Benefits under this Plan.

      2.16  "Plan" means the Seaboard Corporation Retiree Medical
Benefit Plan as set forth herein and as from time to time amended
to  the extent permitted hereunder with respect to any particular
individual.

                          ARTICLE III.
                          PARTICIPATION

      3.1  Eligibility.  All Employees whose names are listed  on
Addendum A attached to this Plan are Eligible Employees as of the
Effective  Date.   Any  other Employee of the  Company  or  other
Employer  will  be  an  Eligible Employee  if  such  Employee  is
specifically designated as an Eligible Employee in writing signed
by  the Chief Executive Officer of the Company and attached as an
addendum  to this Plan.  Once an Employee is an Eligible Employee
the  Employee  will remain an Eligible Employee (even  though  no
longer an Employee) except as otherwise provided in Section 3.2.

       3.2    Loss  of  Eligibility.   If  an  Eligible  Employee
unlawfully  converts  to his or her direct or  indirect  personal
benefit  a  material amount of funds of the  Company  or  of  any
subsidiary  or  affiliate  of  the Company,  then  such  Eligible
Employee shall cease to be an Eligible Employee as of the date of
such conversion.

      3.3   Age  and  Service  Conditions  for  Participation  of
Eligible Employee -- General Rule.  An Eligible Employee may  not
become  a Participant unless he or she has both (i) attained  age
50,  and  (ii) completed at least 15 calendar years of continuous
service  as  an Employee of the Employer or of any  affiliate  or
subsidiary of the Employer.

      3.4   Age  and  Service  Conditions  for  Participation  of
Eligible Employee -- Exceptions.  An Eligible Employee may become
a  Participant  without  having satisfied  the  age  and  service
conditions  in  Section  3.3  if (a)  the  Eligible  Employee  is
involuntarily  terminated  by  the  Employer  (other  than  under
circumstances described in Section 3.2), or (b) there is a Change
of  Control  prior  to  the  Eligible Employee's  termination  of
employment  with  the  Employer, or (c) the  Employer  no  longer
provides  medical  benefits  to  Employees  other  than  benefits
provided under this Plan.

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     3.5   Commencement  of  Participation of  Eligible  Employee
Following Termination of Employment.     An Eligible Employee who
has  terminated  employment with the Employer and  who  prior  to
termination  of  employment has satisfied  the  age  and  service
conditions  under Section 3.3, or who under Section  3.4  is  not
required to satisfy the age and service conditions, will become a
Participant as follows:

           (a)   If  at  the  time  of  the  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee continues to receive medical benefits under the  Company
Health  Plan  pursuant  to  the provisions  of  COBRA,  then  the
Eligible  Employee will become a Participant upon the  expiration
of  the period that such individual is receiving medical benefits
pursuant to the provisions of COBRA.

           (b)   If  at  the  time  of such  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee continues to receive medical benefits under the  Company
Health  Plan  under provisions of the Company  Health  Plan  that
provide  benefits  to certain retirees who are not  eligible  for
coverage under Medicare, then the Eligible Employee will become a
Participant  at  the  time the Eligible  Employee  is  no  longer
eligible  to  receive  such retiree medical  benefits  under  the
Company Health Plan.

           (c)   If   at  the  time  of  an  Eligible  Employee's
termination  of  employment  with  the  Employer,  the   Eligible
Employee  is not entitled to receive medical benefits  under  the
provisions of Company Health Plan under paragraphs (a) or (b)  of
this  Section  3.5,  then  the Eligible Employee  will  become  a
Participant at the time of the Eligible Employee's termination of
employment with the Employer.

      3.6   Commencement  of Participation of  Eligible  Employee
Prior  to  Termination  of  Employment.       If  prior  to   the
termination  of  employment of an Eligible Employee  the  Company
terminates  the  Company Health Plan, then the Eligible  Employee
will  become a Participant at the time of the termination of  the
Company Health Plan.  Such Eligible Employee will continue to  be
a  Participant  upon  such  Eligible  Employee's  termination  of
employment unless such Eligible Employee ceases to be an Eligible
Employee under Section 3.2.

      3.7   Commencement of Participation of  Family  Member.   A
Family Member will become a Participant at the time of becoming a
Family Member under Section 2.13.

      3.8   Termination   of  Participation  of  Participant.   A
Participant  will  cease  to  be  a  Participant  only   if   the
Participant ceases to be an Eligible Employee under Section 3.2.

      3.9   Termination  of Participation of  Family  Member.   A
Participant who is a Family Member will cease to be a Participant
if he or she ceases to be a Family Member under Section 2.13.

      3.10  No Continuation Coverage.  The Employer will have  no
obligation  under COBRA or any other law to provide  continuation
coverage  to  any Participant following the date the  Participant
ceases to be a Participant hereunder.

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                           ARTICLE IV.
                            BENEFITS

      4.1   COBRA Payments.  If an Eligible Employee is receiving
medical  benefits under the Company Health Plan pursuant  to  the
provisions of COBRA, and if the Eligible Employee will  become  a
Participant  upon  the  expiration  of  the  period   that   such
individual  is  receiving  medical  benefits  pursuant   to   the
provisions  of  COBRA,  then the Employer will  pay  the  amounts
payable by the Eligible Employee pursuant to COBRA necessary  for
medical coverage of the Eligible Employee and any legal spouse or
Dependant of the Eligible Employee to continue for the period  of
coverage  allowed under COBRA.   Such payment may  be  by  direct
payment  to  the  Eligible Employee or by any  other  method  the
Employer determines.

      4.2   Insured Benefits.  All Benefits will be provided only
through   individual  medical  benefit  insurance   policies   or
contracts  purchased by the Employer.  Benefits may  be  provided
either  through  a  traditional  indemnity  insurance  policy  or
through  an  arrangement with a health maintenance  organization.
The  Company will select the provider of the Benefits in its sole
and  absolute  discretion and after making a good faith  judgment
that the provider has a history of good business practices and is
in  sound  financial  health.   If  at  any  time  prior  to  the
termination  of  an individual's participation in  the  Plan  the
provider of Benefits selected will no longer provide Benefits  of
any  type  to  the  Participant due to  the  dissolution  of  the
provider  or a change in the provider's business practices,  then
the Company will arrange for Benefits for the Participant through
another  provider.  If a provider fails to pay any Benefits  with
respect to a Participant that would otherwise be payable  by  the
provider  solely because the provider has become  insolvent,  the
Employer  will  pay such amounts that otherwise would  have  been
paid  by  the  provider.   Except as provided  in  the  preceding
sentences, the Employer will have no responsibility or  liability
for  any  action  or  inaction of the  provider  of  Benefits  in
connection  with  providing such Benefits to a Participant  other
than action or inaction due to the Employer's failure to pay  the
provider the payment amount specified in the initial arrangement.
The  Employer  may, in its sole and absolute discretion  with  no
obligation  to  do  so, pay Benefits hereunder from  the  general
assets  of  the Employer on a self-insured basis with respect  to
any one or more Participants.

      4.3   Income Tax Gross-up Payments.  In the event  Benefits
paid  to  a  Participant in a particular calendar year constitute
taxable income to the Participant and exceed in the aggregate the
sum  of $20,000, then the Employer will pay to the Participant  a
cash  amount determined by the Employer in its discretion  (which
determination shall be made in good faith) sufficient to pay  the
state  and  federal income tax liability of the Participant  with
respect  to the amount of taxable Benefits paid for such year  in
excess of the sum of $20,000.  Such payment by the Employer shall
be  made no later than the day the Participant remits the payment
in  the  amount of the applicable tax liability to the applicable
taxing authority.  The payment to be made under this Section  4.3
shall  be  only  with respect to taxable Benefits  and  not  with
respect to any other taxable income of the Participant (including
taxable amounts paid under this Section 4.3.)

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      4.4   Benefits for Participants Not Eligible for  Medicare.
Benefits provided hereunder for a Participant who is not eligible
for  medical  coverage under Medicare will be comparable  to  the
medical  benefits provided under the Company Health Plan  at  the
time  the  Participant  becomes a Participant  under  this  Plan;
provided, however, that the Benefits will not be subject  to  any
overall  lifetime or annual maximum dollar limits.  For  purposes
of this Section 4.4, "comparable" means as similar as possible as
determined by the Company in its discretion in good faith  taking
into account the options available for the Company in selecting a
provider  of Benefits at such time.  In the case of a Participant
who  was a participant in the Company Health Plan at the time  of
becoming  a  Participant, the Company will determine "comparable"
based  upon  the  medical  benefits of such  Participant  in  the
Company  Health Plan immediately prior to becoming a Participant.
In  the  case of any other Participant, the Company will  make  a
good  faith  effort to determine "comparable" in  its  discretion
based upon reasonable assumptions as to the type of coverage  the
Participant would have had under the Company Health Care Plan.

      4.5   Benefits  for  Participants  Eligible  for  Medicare.
Benefits provided hereunder for a Participant who is eligible for
medical coverage under Medicare will be comparable to the medical
coverage  provided  under  the Company Health  Plan  for  retired
employees of Seaboard Corporation eligible for Medicare  coverage
at  the  time  of  the  adoption of this Plan,  except  that  the
Benefits  will not be subject to any overall lifetime  or  annual
maximum  dollar  limits.   For  purposes  of  this  Section  4.5,
"comparable"  means as similar as possible as determined  by  the
Company  in its discretion in good faith taking into account  the
options  available  for the Company in selecting  a  provider  of
Benefits at such time.

      4.6   Benefits Secondary to Other Coverage.  At any time  a
Participant  has  medical coverage in addition  to  the  Benefits
hereunder then the Benefits hereunder shall be secondary  to  any
such   other  medical  coverage.   Therefore  Benefits  otherwise
provided  hereunder will be reduced to the extent provided  under
such other medical coverage.

      4.7   Participant Agreement to Provide Information.   As  a
condition to receiving Benefits, a Participant agrees to  provide
the  Employer or the Committee any information reasonably  needed
in order to administer any of the provisions of the Plan.

      4.8  No Benefits for Persons Related to Family Members.  In
no  event will any Benefits be provided to any individual who  is
not  an  Eligible Employee or the Family Member  of  an  Eligible
Employee.

      4.9   409A Compliance.  If necessary to comply with Section
409A of the Code, (a) the amount of benefits that the Company  is
obligated to pay under this Plan in any given calendar year shall
not  affect  the  amount of such benefits  that  the  Company  is
obligated  to  pay  in  any  other  calendar  year,  and  (b)   a
Participant's right to have the Company provide such benefits may
not be liquidated or exchanged for any other benefit.

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                           ARTICLE V.
                         ADMINISTRATION

      The  Company  may delegate the authority to administer  the
Plan  to a Committee.  In the absence of any such delegation  the
Company  will  be  the Committee for purposes of  the  Plan.  The
Committee  is  authorized in its sole and absolute discretion  to
construe   and  interpret  the  provisions  of  the  Plan.    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.   The Committee and the individual members  of  the
Committee will be indemnified by the Company against any and  all
liabilities,  losses, costs and expenses of any  kind  or  nature
incurred  by or asserted against the Committee or any  individual
member of the Committee in connection with any action or inaction
pursuant to this Plan.

                           ARTICLE VI.
                    MISCELLANEOUS PROVISIONS


      6.1   Amendment  or Termination of Plan.  The  Company  may
amend the Plan at any time in its sole discretion by execution of
a  written amendment to the Plan or by resolution of the Board of
Directors  of the Company.  An amendment to the Plan may  provide
for   a   partial   or   complete  termination   of   the   Plan.
Notwithstanding  the preceding sentences, if any  such  amendment
would   adversely  affect  any  individual  who  is  an  Eligible
Employee,  Participant  or Family Member  at  the  time  of  such
amendment,  then  the  Plan provisions as in  effect  immediately
prior  to  such  amendment  shall  remain  in  effect  for   such
individual  and  such amendment shall not apply with  respect  to
such individual.

      6.2   Special Rule for Substantial Change in United  States
Health Care.  Notwithstanding the provisions of Section 6.1,  the
Company  may  amend the Plan in any manner it deems advisable  in
its  sole  and absolute discretion, with respect to  current  and
future  Eligible  Employees  and  Participants,  if  there  is  a
substantial  change in the provision of health care  coverage  in
the United States (including, but not limited to, the adoption of
what  is often referred to as "socialized medicine" or "universal
coverage") such that medical coverage for Eligible Employees  and
Participants is available elsewhere and the nature of such  other
coverage  is  such that the Company would not have  adopted  this
Plan  had such other coverage been available at the time  of  the
adoption  of  this Plan.  The Company will act in good  faith  in
adopting any amendment to the Plan under this Section 6.2 and the
Company  will  endeavor  in  good  faith  to  assure  that  those
individuals  who are Eligible Employees, Participants  or  Family
Members  at  the  time  of  any such amendment  receive  benefits
comparable to the medical coverage they were receiving under  the
Plan,  or  were  anticipated to receive in the future  under  the
Plan, immediately prior to any such amendment.

      6.3   No Employment Rights.  Nothing contained herein shall
be construed as conferring upon an Eligible Employee the right to
continue in the employ of the Employer in the

<PAGE> 7

Eligible Employee's current position or in  any  other  capacity.
Each  Eligible Employee  shall have contractual rights to enforce
the provisions of the Plan.

      6.4   Successors and Assigns.  The provisions of this  Plan
are binding upon the Employer and its successors and assigns.

      6.5   Governing  Law.  This  Plan  shall  be subject to and
construed in accordance with the laws of the State of Kansas.


      IN  WITNESS WHEREOF, this Plan is executed this 22nd day of
December, 2008.


                            SEABOARD CORPORATION


                            By:     /s/ Steve J. Bresky
                            Title:  President

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                           ADDENDUM TO
                      SEABOARD CORPORATION
                  RETIREE MEDICAL BENEFIT PLAN,
                     AS AMENDED AND RESTATED
                    EFFECTIVE JANUARY 1, 2009


Following  is a list of the Addendum to the Seaboard  Corporation
Retiree  Medical Benefit Plan, as 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 Addendum, as requested,  subject  to
Seaboard's  right  to  request confidential treatment  under  the
Freedom of Information Act.

Addendum A  --  Eligible Employees on Effective Date

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