FIRST AMENDMENT TO
                      EMPLOYMENT AGREEMENT


     This   First   Amendment   to  Employment   Agreement   (the
"Amendment")  is  entered into as of December 15,  2008,  by  and
between  Seaboard  Foods LP, formerly known  as  Seaboard  Farms,
Inc.,   an  Oklahoma  limited  partnership  (together  with   any
Successor  thereto,  the  "Company"),  and  Rodney  K.  Brenneman
("Executive").

                      W I T N E S S E T H:

     WHEREAS,  the Company and Executive have entered  into  that
certain  Employment Agreement dated as of July 1,  2005,  setting
forth  the  terms  upon  which Executive  is  employed  with  the
Company; and

     WHEREAS,  the parties desire to amend certain provisions  of
the  Employment  Agreement  to ensure  compliance  with  Internal
Revenue Code  409A and the related regulations, ("Section  409A")
dealing with deferred compensation rules;

     NOW, THEREFORE, the parties agree as follows:

     1.   Definitions.  All  terms  used  herein  which  are  not
defined  shall  have  the  meanings  given  to  such terms in the
Employment Agreement.

     2.   Amendment to Section 8.(d) - Definition of Good Reason.
The  parties  agree  that  Section 8.(d)  is  hereby  amended and
restated to read as follows:

          (d)   Termination  by  Executive.   Executive  may
     resign  from  his employment for any reason,  including
     for   Good   Reason   (as   defined   below   in   this
     subsection  (d)).   In the event of  a  termination  of
     Executive's employment by Executive's resignation other
     than for Good Reason, no termination benefits shall  be
     payable  to  or  in  respect  of  Executive  except  as
     provided  in  Section 8(f)(ii) and in the  event  of  a
     termination of Executive's employment by Executive  for
     Good  Reason, no termination benefits shall be  payable
     to  or  in  respect of Executive except as provided  in
     Section  8(f)(i).   For purposes of this  Agreement,  a
     termination  of  employment  by  Executive  for   "Good
     Reason" shall mean a resignation by Executive from  his
     employment  with the Company within one hundred  eighty
     (180)  days  following the initial occurrence,  without
     Executive's  consent,  of  any  one  or  more  of   the
     following  events:  (i) a material  diminution  in  the
     Executive's   authority,  duties  or  responsibilities;
     (ii) a material change in the geographic location where
     Executive primarily performs his services; or (iii) any
     other  material breach by the Company of  any  material
     provision   of  this  Agreement;  provided   that   the
     Executive  shall have given the Company notice  of  the
     occurrence  of  the  event or events constituting  Good
     Reason  within ninety (90) days following  the  initial
     occurrence of such event or such events and the

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     Company shall have failed to cure such event or  events
     (to the extent capable of being  cured)  within  thirty
     (30) business days after receipt of such notice.

     3.    Amendment to Section 8.(f)(i) - Payments Upon  Certain
Terminations.  The parties agree that Section 8.(f)(i) is  hereby
amended  to add new subsections (F) and (G) immediately following
Section 8.(f)(i) (E), reading as follows:

               (F)  The  Company  and  Executive  agree that
          each  payment  made  by  the  Company to Executive
          pursuant  to  subsections  (A)  and  (B)  of  this
          Section 8.(f)(i)  shall be deemed to be a separate
          and  distinct  payment  for  purposes  of Internal
          Revenue  Code   Section   409A   and  the  related
          regulations,  as  opposed  to  an annuity or other
          collective series of payments.

               (G)  Notwithstanding anything to the contrary
          contained  herein,  to  the  extent  the aggregate
          amount  to  be  paid  to the Executive pursuant to
          Subsections  (A)  and  (B) of this Section 8(f)(i)
          during  the six (6)  months following  the Date of
          Termination  exceeds  two  (2)  times  the maximum
          amount  that  may  be  taken  into account under a
          qualified  retirement  plan  pursuant  to  Section
          401(a)(17)  of  the Internal Revenue Code of 1986,
          as amended ("Code"), for the calendar year of such
          Date of Termination (the "401(a)(17) Limit"), then
          payment of such amount  that  is in  excess of two
          (2) times the 401(a)(17) Limit shall not  be  paid
          during  the sixth (6) months following the Date of
          Termination  but  instead  shall be paid in a lump
          sum payment on  the  next day after the date which
          is  six  (6)   months   following   the   Date  of
          Termination.

     4.   Amendment to Section 8(f)(iv) - Set offs.   The parties
agree  that  Section  8(f)(iv)  is  hereby  amended  to  add  the
following sentence at the end thereof:

          Notwithstanding the foregoing, such set off  shall
          not  accelerate the time or schedule of a  payment
          of Deferred Compensation except as permitted under
          Treasury Regulation Section 1.409A-3(j)(4)(xiii).

     5.   Amendment to Section 18 - Additional  409A  Provisions.
The parties agree that Section 18 is hereby amended  to  add  new
subsections (l) (m), and (n) immediately following Section 18(k),
reading as follows:

               (l)  The Employment Agreement is intended  to
          comply   with,   or  otherwise  be  exempt   from,
          Section  409A.   The  Company shall  undertake  to
          administer, interpret, and construe the Employment
          Agreement in a manner that does not result in  the
          imposition to the Executive of additional taxes or
          interest under Section 409A.

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               (m)   With  respect  to any reimbursement  of
          expenses  of, or any provision of in-kind benefits
          to,   the   Executive,  as  specified  under   the
          Employment   Agreement,  such  reimbursement   any
          expenses or provision of in-kind benefits that are
          Deferred  Compensation shall  be  subject  to  the
          following  conditions: (A) the  expenses  eligible
          for   reimbursement  or  the  amount  of   in-kind
          benefits  provided in one taxable year  shall  not
          affect the expenses eligible for reimbursement  or
          the  amount  of in-kind benefits provided  in  any
          other   taxable  year,  except  for  any   medical
          reimbursement   arrangement  providing   for   the
          reimbursement   of   expenses   referred   to   in
          Section  105(b)  of the Internal Revenue  Code  of
          1986    and   related   regulations;    (B)    the
          reimbursement of an eligible expense shall be made
          no  later than the end of the year after the  year
          in  which such expense was incurred; and  (C)  the
          right  to reimbursement or in-kind benefits  shall
          not  be  subject  to liquidation or  exchange  for
          another benefit.

               (n)      "Termination     of     employment,"
          "termination," "resignation" or words  of  similar
          import, as used in the Employment Agreement  mean,
          for   purposes   of  any  payments   of   Deferred
          Compensation  under the Employment Agreement,  the
          Executive's "separation from service"  as  defined
          in Section 409A; provided that for this purpose, a
          "separation  from service" is deemed to  occur  on
          the  date  that  the  Company  and  the  Executive
          reasonably anticipate that the level of bona  fide
          services  the Executive would perform  after  that
          date   (whether  as  an  employee  or  independent
          contractor) would permanently decrease to no  more
          than twenty percent (20%) of the average level  of
          bona  fide  services provided in  the  immediately
          preceding thirty-six (36) months.


     6.   Miscellaneous.  This Amendment shall be governed by the
laws of the State of Kansas.  This Amendment may  be executed  in
counterparts, each of which shall be deemed an original, and  all
of  which  together shall constitute one and the same instrument.
This  Amendment  constitutes  the  entire  understanding  of  the
parties  with  respect to the subject matter hereof.   Except  as
amended  hereby, the Employment Agreement shall continue in  full
force and effect.

                     SIGNATURE PAGE FOLLOWS


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

                                   SEABOARD FOODS LP



                                   By:       /s/ Steven J. Bresky
                                   Name:     Steven J. Bresky
                                   Title:    Vice President


                                   EXECUTIVE:



                                   By:       /s/ Rodney K. Brenneman
                                             Rodney K. Brenneman

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