AMENDMENT

                               TO

                    ASSET PURCHASE AGREEMENT


     THIS AMENDMENT (this "Amendment"), dated March 2 , 2009, is
made and entered into by and among TRANSCONTINENTAL CAPITAL
CORPORATION (BERMUDA) LTD., a Bermuda company limited by shares
("Seller"); SEABOARD CORPORATION, a Delaware corporation ("Seller
Parent"); and PUEBLO VIEJO DOMINICANA CORPORATION, a Barbados
corporation registered as a branch in the Dominican Republic
("Buyer").  Each of Seller, Seller Parent and Buyer are sometimes
individually referred to in this Amendment as a "Party" and
collectively as the "Parties."

                      W I T N E S S E T H:

     WHEREAS, the Parties are parties to the Asset Purchase
Agreement (the "Purchase Agreement"), dated September 23, 2008
(capitalized terms used in this Amendment which are not otherwise
defined herein shall have the respective meanings ascribed to
those terms in the Purchase Agreement);

     WHEREAS, the Parties have now completed the Pre-Effective
Date Inspection and, based on the results of that Inspection, now
desire to take steps to establish the Effective Date; and

     WHEREAS, the Parties desire to amend the Purchase Agreement
in certain respects as hereinafter provided;

     NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements contained in this Amendment,
and intending to be legally bound hereby, the Parties agree as
follows:

          Section 1.     Effective Date.

          1.1  Pre-Effective Date Inspection.  The Pre-Effective Date
Inspection was completed as of January 14, 2009.  A copy of the
Pre-Effective Date Inspection summary of results and an
accompanying cover letter, dated January 14, 2009, were delivered
by Seller and Seller Parent to Buyer.  Seller, Seller Parent and
Buyer subsequently agreed to certain changes to some of the
Pre-Effective Date Inspection summary results, which were
memorialized in a cover letter dated February 11, 2009 from
Seller and Seller Parent to Buyer attaching the updated results
of the Pre-Effective Date Inspection.

          1.2  Effective Date Certificate.  On February 13, 2009, Buyer
delivered the Effective Date Certificate to Seller and Seller
Parent (a copy of which is attached hereto as Exhibit I).

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          1.3  Effective Date.  Seller and Seller Parent hereby waive their
right to give Buyer a Baseline Termination Notice, and the
Parties hereby agree, notwithstanding anything in the Purchase
Agreement to the contrary, as follows:

          (a)  The Effective Date shall be deemed to be March 2, 2009; and

          (b)  Pursuant to Section 3.1(a) of the Purchase Agreement, Buyer
     shall deposit with Escrow Agent the sum of Fifteen Million
     Dollars (U.S. $15,000,000) as the Effective Escrow Deposit on or
     before March 3, 2009.

          Section 2.     Amendments.

          The Purchase Agreement is hereby amended as follows:

          (a)  The definitions set forth in Section 1.1 of the Purchase
     Agreement for the terms "Baseline Hull Condition," "Baseline
     Performance Levels" and "Effective Date" are hereby deleted in
     their entirety and the following definitions are hereby
     substituted in lieu thereof:

               "Baseline Hull Condition" means the state of the
          Barges' hulls, as determined based upon the Pre-
          Effective Date Inspection (tested in accordance with
          the Hull Test Guidelines and the Hull Test Procedures,
          listed in Schedule 1.1(a)) and set forth in Exhibit A
          to the Effective Date Certificate, which, for the
          avoidance of doubt, shall take into account, in the
          case of the covenants to be performed by Seller
          pursuant to Section 6.2(a) and the tests and covenants
          to be performed in connection with the Closing in
          accordance with Section 6.6, any tolerance or
          degradation, in the case of pitting, to the extent, but
          only to the extent, of pitting permitted as set forth
          in Table 4 (Pitting intensity and corresponding maximum
          average depth of pitting), in the case of the thickness
          of the "Neutral Axis Zone" or the "Bottom Zone" of the
          hull of each Barge, to the extent, but only to the
          extent, of wastage permitted as set forth in the
          "Neutral Axis Zone" and the "Bottom Zone" sections,
          respectively, of Table 5 (Local and global acceptance
          criteria for general cargo ships (given in % of
          wastage)), and, with respect to matters other than
          pitting and thickness, as otherwise expressly permitted
          by the Hull Test Guidelines and the Hull Test
          Procedures.  Notwithstanding the Pre-Effective Date
          Inspection results with respect to the state of the
          Barges' hull thickness, the Baseline Hull Condition
          hull thickness of each of the Barges shall be deemed to
          be no greater than the original manufactured thickness
          of such Barge.

               "Baseline Performance Levels" means those levels,
          as determined based upon the Pre-Effective Date
          Inspection and set forth in Exhibit B to the Effective
          Date Certificate, for the Heat Rate Baseline, the Net
          Electrical Capacity Baseline, the Capacity Factor
          Baseline, the Lubricating Oil Consumption Baseline, the
          Stack Emissions Baseline, the Noise Emissions Baseline
          and the Effluent Emissions Baseline (with respect to
          the Generation Assets operating individually or
          simultaneously in compliance with all applicable Laws
          and within acceptable

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          operating        limits        as        recommended
          by the manufacturer and specified in the manufacturer's
          operations and maintenance manuals), tested in
          accordance with the Performance Test Guidelines and the
          Performance Test Procedures, which, for the avoidance
          of doubt, shall take into account, in the case of the
          covenants to be performed by Seller pursuant to Section
          6.2(a) and the tests and covenants to be performed in
          connection with the Closing in accordance with Section
          6.6, (a) any tolerance or degradation expressly
          permitted by the Performance Test Guidelines and
          Performance Test Procedures and (b) with respect to the
          Noise Emissions Baseline, the fact that Seller's
          obligations shall be limited as provided in Section
          4.F.3 of Schedule 1.1(d).

          "Effective Date" means March 2, 2009.

          (b)  The following definitions are hereby added to Section 1.1 of
     the Purchase Agreement, in alphabetical order:

               "Table 4" means the narrative information under
          part 4.5 and the following Table 4: Pitting intensity
          and corresponding maximum average depth of pitting,
          which is set forth in Chapter 2 Appendix 3 (Thickness Measurements:
          Extent, Determination of Locations, Acceptance Criteria) of the Rules
          for the Classification of Steel Ships - Part A
          Classification and Surveys published by Bureau Veritas
          (May 2006) and which is attached hereto as Schedule
          1.1(j).

               "Table 5" means the narrative information under
          part 4.5 and the following Table 5: Local and global
          acceptance criteria for general cargo ships (given in %
          of wastage), which is set forth in Chapter 2, Appendix 3 (Thickness
          Measurements:  Extent, Determination of Locations, Acceptance
          Criteria) of the Rules for the Classification of Steel Ships - Part A
          Classification and Surveys published by Bureau Veritas
          (May 2006) and which is attached hereto as Schedule
          1.1(j).

          (c)  Schedule 1.1(j), which is attached to this Amendment, is
     hereby deemed attached to the Purchase Agreement as a part
     thereof.

          (d)  Subparagraph (c) of Section 2.11 (Conditions Precedent to
     Release of the Effective Escrow Deposit) of the Purchase
     Agreement is amended to read as follows:

               "(c) an official certificate of registration (i)
          of a valid and perfected naval mortgage (hipoteca
          naval) in the Barges in the Dominican Republic (based
          on the execution and delivery of the Hipoteca Naval in
          accordance with Section 2.8) and (ii) of a valid and
          perfected lien and security interest in the other
          Acquired Assets (other than the Concession) (based on
          the execution and delivery of the Contrato de Prenda
          sin Desapoderamiento in accordance with Section
          6.19(f));"

          (e)  As noted in the results of the Pre-Effective Date
     Inspection, the test of the oil and grease concentration of the
     Effluent Emissions resulted in a reading of 15.7 mg/l for Barge A
     against a maximum allowable concentration of 10 mg/l.  Section
     6.6(a)(ii)

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     (Baseline Performance Levels) of the Purchase
     Agreement is hereby amended by adding the following sentence as
     the last sentence of that Section:

          "Prior to the Wind Down Date, Seller shall
          make any repairs and/or improvements to
          Barge A which are necessary to enable Barge A
          to meet the Baseline Performance Level for
          the Effluent Emissions Baseline."

          (f)  Section 6.6(a)(iii) (Hull Inspection) of the Purchase
     Agreement shall be amended by adding the following sentences as
     the third and fourth sentences of that Section (immediately
     following the sentence in that Section which begins "If a Barge
     does not meet . . ."), with the remainder of that Section
     continuing in effect as currently set forth in the Purchase
     Agreement:

          "If there is any disagreement between Buyer
          or Seller as to whether a Barge meets the
          Baseline Hull Condition, then the final
          determination with respect to that issue
          shall be made by an independent and reputable
          expert mutually selected by Buyer and Seller
          promptly following Buyer's inspection of the
          Barges' hulls.  Notwithstanding the
          foregoing, with respect to the pitting or
          hull thickness of each of the Barge(s) only,
          if there is pitting or hull wastage, in
          either case, in excess of that permitted by
          the Baseline Hull Condition as determined in
          accordance with the Hull Test Guidelines and
          such condition is not repaired by the last
          day of the Delivery Window, then such
          condition shall be deemed to be a Minor
          Delivery Failure and Buyer shall be required
          to elect Option B under Section 6.6(d) (and,
          for the avoidance of doubt, shall not be
          entitled to elect Option A) with respect to
          the Minor Delivery Failure caused by such
          condition."

          (g)  The initial clause of the first sentence of Section
     6.6(a)(iv) (Known Hull Repair Issues) of the Purchase Agreement
     (which reads "Seller shall repair the Known Hull Repair Issues in
     a reasonable manner within one hundred eighty (180) days
     following the date hereof") shall be amended to read as follows:

          "Seller shall repair the Known Hull Repair
          Issues in a reasonable manner within one
          hundred eighty (180) days following
          February 23, 2009;"

     and the remainder of that sentence shall continue in effect
     as set out in the Purchase Agreement without change.

          (h)  Section 6.6(a)(v) (Allocation) of the Purchase Agreement
     shall be amended to read as follows:

                 "(v)  Allocation.  Notwithstanding anything in
            Section 6.6(a)(iii) or Section 6.6(a)(iv) to the
            contrary, it is understood that (a) to the extent
            Required Repairs or repairs for Known Hull Repair
            Issues are performed by


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            Buyer after the Closing, (b)
            those repairs are made to correct any pitting or
            deteriorated shell plating on a Barge's hull where
            pitting or deterioration exceeds that permitted by
            the Baseline Hull Condition, and (c) Buyer elects to
            make repairs to the shell plating such that,
            following such repairs, the remaining pitting or
            deterioration to the repaired area is less than that
            permitted by the Baseline Hull Condition then, for
            the purposes of Section 6.6(a)(iii) or Section
            6.6(a)(iv), the actual cost of making the Required
            Repairs or the repairs for Known Hull Repair Issues,
            as relates to such shell plating, shall be
            determined on a pro rata basis (thus, for example,
            if the relevant deterioration permitted by the
            Baseline Hull Condition was 30% and the actual
            deterioration was 35% of original manufactured
            thickness pre-repair and there was no (0%)
            deterioration from original manufactured thickness
            post-repair, then one-seventh (1/7th) (5% divided by
            35%) of the applicable repair costs would be deemed
            the cost of the applicable Required Repairs or
            repairs for Known Hull Repair Issues while the
            remaining six-sevenths (6/7ths) of the applicable
            repair costs would be disregarded for the purposes
            of Section 6.6(a)(iii) or Section 6.6(a)(iv), as
            applicable."

          (i)  Schedule 1.1(a) (Hull Test Guidelines for Minimum Hull
     Standards) of the Purchase Agreement and Schedule 1.1(g) (Hull
     Maintenance) of the Purchase Agreement are hereby replaced in
     their entirety by Schedule 1.1(a) (Hull Test Guidelines for
     Minimum Hull Standards) and Schedule 1.1(g) (Hull Maintenance),
     respectively, which are attached to this Amendment.

          (j)  In the definition of "Stack Emissions Baseline Tolerance" in
     part 1 (Definitions) of Schedule 1.1(d) (Performance Test
     Guidelines) of the Purchase Agreement, the four (4) references to
     "2,200 mg/Nm3" are hereby deleted and, in lieu thereof, are
     inserted references to "2,300 mg/Nm3."

          (k)  Schedule 1.1(i) (Known Hull Repair Issues) or the Purchase
     Agreement shall be amended by adding the following paragraph
     under the section entitled "Barge B - Known Hull Repair Issues:"

               "2.  The Cathodic Protection System shall be
                    serviced and/or repaired as necessary to
                    repair the issues listed in the report of
                    Miami Diver, Inc., dated 16 October 2008,
                    with respect to Barge B (Job Number 08510)
                    under the section entitled "Cathodic
                    Protection System" (a copy of which report is
                    attached to the Effective Date Certificate,
                    dated February 13, 2008)."

          Section 3.     Fulfillment of Certain Conditions.

          3.1  Security Agreement.  Contemporaneously with the execution of
this Amendment, Seller and Buyer have executed and delivered the
Security Agreement in accordance with Section 2.9 of the Purchase
Agreement.

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          3.2  Certificates.  Pursuant to Section 2.11 of the Purchase
Agreement, as promptly as practicable following the Effective
Date, Seller is to deliver, or cause to be delivered, certain
certifications/ confirmations (which deliveries are conditions
precedent to the release of the Effective Escrow Deposit).  As of
the date hereof, the Parties acknowledge that the following items
have been delivered to Buyer:

          (a)  an official certification from the Internal Revenue
     Directorate (Dirreci?n General de Impuestos Internos) in the
     Dominican Republic, dated January 29, 2009, confirming that
     Seller is in compliance with its fiscal obligations;

          (b)  official certifications, dated February 5, 2009, from the
     Naval Ministry (Marina de Guerra) in the Dominican Republic
     confirming that the Barges are registered in the Dominican
     Republic;

          (c)  a certificate of a duly authorized officer of Seller Parties
     certifying that the representations and warranties set forth in
     Article IV of the Purchase Agreement are true and correct in all
     material respects as of the Effective Date, except for (i)
     representations and warranties which are as of a specific date,
     which were true and correct in all material respects as of such
     date, and (ii) where the failure to be true and correct would not
     have a Material Adverse Effect, or have a material adverse effect
     on the ability of Seller to consummate the Acquisition; and

          (d)  written confirmation that the Chase Lien has been satisfied
     in full and discharged of record, as evidenced by a search
     performed by Buyer's Bermuda counsel.

          Section 4.     Miscellaneous.

          4.1  Binding Effect.  This Amendment and all of the provisions
hereof shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and permitted
assigns.

          4.2  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

          4.3  Counterparts.  This Amendment may be executed in
counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement and
shall become effective when one or more counterparts have been
signed by each of the Parties and delivered (including by
facsimile) to the other Party.

          4.4  Amendment; Modification.  This Amendment may only be
amended, modified or supplemented by express written agreement of
the Parties.

          4.5  Continuing Effect.  The Purchase Agreement, as amended
pursuant to the terms hereof, shall continue in full force and
effect in accordance with its terms.

                 [SIGNATURES ON SUCCEEDING PAGE]


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     IN WITNESS WHEREOF, the Parties have caused this Amendment
to be executed as of the date first above written.

                              SELLER:

                              TRANSCONTINENTAL CAPITAL
                              CORPORATION (BERMUDA) LTD.


                              By:  /s/ Robert L. Steer
                                   Name:   Robert L. Steer
                                   Title:  Vice President



                              SELLER PARENT:

                              SEABORD CORPORATION


                              By:  /s/ Robert L. Steer
                                   Name:   Robert L. Steer
                                   Title:  Senior Vice President and
                                           Chief Financial Officer



                              BUYER:

                              PUEBLO VIEJO DOMINICANA CORPORATION


                              By:  /s/ Gregory A. Lang
                                   Name:   Gregory A. Lang
                                   Title:  Director


                              By:  /s/ Rich Haddock
                                   Name:   Rich Haddock
                                   Title:  Director

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                    EXHIBITS AND SCHEDULES TO
              AMENDMENT TO ASSET PURCHASE AGREEMENT
                       DATED MARCH 2, 2009


Following  is  a  list  of  the Exhibits  and  Schedules  to  the
Amendment to Asset Purchase Agreement dated March 2, 2009,  among
Transcontinental Capital Corporation (Bermuda)  Ltd.,  a  Bermuda
company  limited  by shares ("Seller"), Seaboard  Corporation,  a
Delaware   corporation  ("Seller  Parent"),  and   Pueblo   Viejo
Dominicana  Corporation, a Barbados corporation registered  as  a
branch  in the Dominican Republic ("Buyer"), which is filed  with
the   Securities  and  Exchange  Commission  ("SEC").    Seaboard
Corporation  ("Seaboard") undertakes to provide to  the  SEC  the
Exhibits and Schedules, as requested, subject to Seaboard's right
to   request   confidential  treatment  under  the   Freedom   of
Information Act.

Exhibits

Exhibit I   Effective Date Certificate

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(j)     Chapter 2, Appendix 3 (Thickness Measurements: Extent,
                    Determination of Locations, Acceptance Criteria)
                    of the Rules for the Classification of Steel Ships - Part A
                    Classification and Surveys published by Bureau
                    Veritas (May 2006)


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