Exhibit 10.2

                       EMPLOYMENT AGREEMENT


     This  EMPLOYMENT AGREEMENT (this "Agreement") is entered  into
as  of July 1, 2005 by and between SEABOARD CORPORATION, a Delaware
corporation  (together with any Successor thereto, the  "Company"),
and Robert L. Steer ("Executive").

                            WITNESSETH:

     WHEREAS,  the  Company  desires  to  employ  and  secure   the
exclusive  services  of Executive on the terms and  conditions  set
forth in this Agreement;

     WHEREAS, Executive desires to accept such employment  on  such
terms and conditions; and

     NOW,  THEREFORE,  in  consideration of the  premises  and  the
mutual  covenants and promises contained herein and for other  good
and  valuable consideration, the Company and Executive hereby agree
as follows:

     1.   Agreement to Employ.   Upon the terms and subject to  the
conditions of this Agreement, the Company hereby agrees to continue
to  employ  Executive, and Executive hereby accepts such  continued
employment with the Company.

     2.   Term; Position and Responsibilities; and Location.

          (a)  Term of Employment.  Unless Executive's employment shall
sooner  terminate pursuant to Section 8, the Company shall continue
to  employ Executive on the terms and subject to the conditions  of
this  Agreement  for  a  term  commencing  on  July  1,  2005  (the
"Commencement  Date") and ending on the date which  is  five  years
after  the  Commencement Date, provided, however,  on  each  annual
anniversary  date of the Commencement Date (an "Annual  Anniversary
Date"),  Executive's employment hereunder shall  be  deemed  to  be
automatically extended, upon the same terms and conditions for five
years  after such Annual Anniversary Date, unless the Company shall
have  given written notice to Executive, at least thirty (30)  days
prior  to  the expiration of such Annual Anniversary Date,  of  its
intention  not  to extend the Employment Period (as defined  below)
hereunder.   Notwithstanding the foregoing, unless mutually  agreed
to  by  the  Company  and  the  Executive,  Executive's  employment
hereunder  shall under no circumstances extend beyond December  31,
2024.  The period during which Executive is employed by the Company
pursuant  to  this  Agreement, including any extension  thereof  in
accordance with the preceding sentence, shall be referred to as the
"Employment Period."

          (b)  Position and Responsibilities.  During the Employment Period,
Executive shall serve as Senior Vice President, Treasurer and Chief
Financial  Officer, and shall have such duties and responsibilities
as are customarily assigned to individuals serving in such position
and  such  other  duties  consistent  with  Executive's  title  and
position  as  the  Chief Executive Officer of the Company  and  the
Board of Directors of the Company (the "Board") specifies from time
to  time.   Executive  shall devote all of  his  skill,  knowledge,
commercial efforts and business time to the

<PAGE>

conscientious and  good   faith    performance  of  his  duties and
responsibilities  for  the Company to the best of his ability.

          (c)  Location.  During the Employment Period, Executive's services
shall  be performed primarily in the Kansas City metropolitan area.
However,  Executive may be required to travel  in  and  outside  of
Kansas City as the needs of the Company's business dictate.

     3.   Base Salary.  During the Employment Period, the Company shall
pay  Executive a base salary at an annualized rate of four  hundred
forty  thousand dollars ($440,000), payable in installments on  the
Company's   regular   payroll  dates.   The  Board   shall   review
Executive's base salary annually during the Employment  Period  and
may increase (but not decrease) such base salary from time to time,
based  on  its  periodic  review  of  Executive's  performance   in
accordance with the Company's regular policies and procedures.  The
annual  base  salary payable to Executive from time to  time  under
this  Section  3  shall hereinafter be referred  to  as  the  "Base
Salary."

     4.   Annual Bonus Compensation.  Executive shall be eligible to
receive  an  annual  bonus ("Annual Bonus") with  respect  to  each
calendar  year  ending during the Employment  Period.   The  Annual
Bonus  shall be determined under the Company's Executive  Officers'
Bonus  Plan  or  such  other annual bonus plan  maintained  by  the
Company   for  similarly  situated  Executives  that  the   Company
designates,  in  its  sole discretion (any such  plan,  the  "Bonus
Plan"), in accordance with the terms of such plan as in effect from
time to time.  Executive's Annual Bonus shall not be less than four
hundred  fifty  thousand dollars ($450,000) for any  calendar  year
during  the Employment Period.  The Annual Bonus is earned pro-rata
throughout  each  year.  The Annual Bonus for each  year  shall  be
payable in cash on or before March 1 of the following year.

     5.   Car   Allowance.   During Executive's Employment  Period,
Executive  will be entitled to receive an annual car allowance  and
gasoline  charge  privileges in accordance with the  Company's  car
allowance policy.

     6.   Executive Benefits.  During the Employment Period, Executive
will  be  eligible  to  participate in the employee  and  executive
benefit  plans and programs maintained by the Company from time  to
time  in which executives of the Company at Executive's grade level
are eligible to participate, including medical, dental, disability,
hospitalization,  life  insurance,  and  retirement  (i.e.,   401K,
pension and executive retirement plans), deferred compensation  and
savings plans, on the terms and subject to the conditions set forth
in  such  plans;  as  may be amended from time to  time;  provided,
however,  the benefits provided by the Company will not be  amended
to  provide  for any benefits which are materially  less  than  the
current benefits provided to Executive at the Commencement Date.

     7.   Indemnification; Expenses; Paid Time Off.

          (a)  Indemnification.  Except to the extent, if any, prohibited by
law,   the  Company  shall  indemnify  Executive  against  expenses
(including  attorneys'  fees  of counsel  selected  by  Executive),
judgments,  fines  and  amounts paid  in  settlement  actually  and
reasonably incurred by Executive in connection with any threatened,
pending  or  completed action, suit or proceeding,  whether  civil,
criminal, administrative or investigative, to which Executive  was,
is,  or is threatened

<PAGE> 2

to be, made a party by reason of facts  which  include  Executive's
being or having been  an  employee,  officer, director  or agent of
the  Company  or any  Affiliates.  Except to  the  extent,  if any,
prohibited   by law, the   Company   shall pay  expenses (including
attorneys'  fees  of  counsel selected  by  Executive) actually and
reasonably   incurred   by   Executive   in   defending   any  such
action,  suit or proceeding in advance of the final disposition  of
such  action, suit or proceeding upon receipt of an undertaking  by
Executive to repay such amounts so paid on Executive's behalf if it
shall ultimately be determined that Executive is not entitled to be
indemnified by the Company for such expenses under applicable  law.
The  provisions of this Section 7(a) shall (i) survive  termination
of  this  Agreement; and (ii) not be deemed exclusive of any  other
indemnification  or  expense  rights  to  which  Executive  may  be
entitled.

          (b)  Business Expenses.  During the Employment Period, the Company
will reimburse Executive for all reasonable and necessary business-
related  expenses incurred by Executive at the request  of  and  on
behalf  of  the  Company in accordance with  The  Company's  normal
expense reimbursement policies.

          (c)  Paid Time Off.  During the Employment Period, Executive shall
be  entitled to paid time off on an annualized basis in  accordance
with  the Company's paid time off policy.  Executive shall also  be
entitled to Company-designated holidays.

     8.   Termination of Employment.

          (a)  Termination Due to Death or Disability.  Executive's
employment shall automatically terminate upon Executive's death and
may  be terminated by the Company due to Executive's Disability (as
defined  below  in  this  subsection  (a)).   In  the  event   that
Executive's  employment  is terminated due  to  his  Disability  or
death, no termination benefits shall be payable to or in respect of
Executive except as provided in Section 8(f)(ii).  For purposes  of
this  Agreement, "Disability" means a physical or mental disability
that prevents or would prevent the performance by Executive of  his
duties  hereunder for a continuous period of six months or  longer.
The  determination of Executive's Disability will  be  made  by  an
independent physician agreed to by the parties.  If the parties are
unable  to  agree  within  ten  (10)  days  after  a  request   for
designation  by  a party, then the Company and the Executive  shall
each  select a physician, and the two (2) physicians selected shall
select  a  third physician.  The three (3) physicians  so  selected
shall  make  a  determination  of the  Executive's  Disability,  as
determined  by  at  least  two  (2) of  the  three  (3)  physicians
selected.   Such  determination shall be final and binding  on  the
parties  hereto,  and  shall  be based on  such  competent  medical
evidence  as  shall  be presented to such physicians  by  Executive
and/or  the  Company or by any physician or group of physicians  or
other  competent medical experts employed by Executive  and/or  the
Company to advise such physicians.

          (b)  Termination by the Company for Cause.  Executive's employment
may  be  terminated by the Company for Cause (as defined  below  in
this subsection (b)).  In the event of a termination of Executive's
employment  by the Company for Cause, Executive shall be  paid  the
termination benefits as provided in Section 8(f)(ii).  For purposes
of this Agreement, "Cause" means (i) a material breach by Executive
of  any  provision of this Agreement; (ii) a material violation  by
Executive  of  any Policy (as defined in Section 14), resulting  in
material   injury   to  the  Company;  (iii)  Executive's   willful
misconduct  or  gross negligence that has caused or  is  reasonably
expected  to

<PAGE> 3

result    in    material    injury   to  the business,  reputation
or   prospects   of   the  Company  or  any  of   its   Affiliates;
(iv)  Executive's material fraud or misappropriation of  funds;  or
(v)  the  commission  by  Executive of  a  felony  involving  moral
turpitude; provided that no termination under clauses (i)  or  (ii)
shall be effective unless Company shall have given Executive notice
of  the event or events constituting Cause and Executive shall have
failed  to  cure such event or events within thirty  (30)  business
days after receipt of such notice.

          (c)  Termination Without Cause.  Executive's employment may be
terminated by the Company Without Cause (as defined below  in  this
subsection  (c))  at any time.  In the event of  a  termination  of
Executive's employment by the Company Without Cause, the  Executive
shall   be   paid   the  termination  benefits   as   provided   in
Section  8(f)(i).   For purposes of this Agreement,  a  termination
"Without  Cause" shall mean a termination of Executive's employment
by the Company other than due to Executive's death or Disability as
described in Section 8(a) and other than for Cause as described  in
Section 8(b).

          (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 occurrence, without Executive's  consent,
of  any  of the following events: (i) a material diminution in  the
Executive's  position,  authority  or  responsibilities;  (ii)  any
involuntary  relocation of the 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 event  or
events  constituting Good Reason and the 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.

          (e)  Notice of Termination; Date of Termination.

               (i)  Notice of Termination.  Any termination of Executive's
     employment by the Company or by Executive (other than as a result
     of Executive's death) shall be communicated by a written Notice of
     Termination addressed to the other party to this Agreement.  A
     "Notice of Termination" shall mean a notice stating that Executive
     or  the  Company, as the case may be, is electing to terminate
     Executive's employment with the Company (and thereby terminating
     the Employment Period), stating the proposed effective date of such
     termination, indicating the specific provision of this Section 8
     under which such termination is being effected and, if applicable,
     setting forth in reasonable detail the circumstances claimed to
     provide the basis for such termination.  Any Notice of Termination
     given by an Executive must specify an effective date of termination
     which is at least thirty (30) days after the giving of the Notice
     of Termination.

<PAGE> 4

               (ii) Date of Termination.  The term "Date of Termination" shall
     mean (i) if Executive's employment is terminated by his death, the
     date of his death; and (ii) if Executive's employment is terminated
     for any other reason, the effective date of termination specified
     in such Notice of Termination.  The Employment Period shall expire
     on the Date of Termination.

          (f)  Payments Upon Certain Terminations.

               (i)  In the event of a termination of Executive's employment by
     the Company Without Cause or by Executive's resignation from employment
     for Good Reason during the Employment Period, the Company shall pay
     to Executive (or, following his death, to Executive's estate),
     within thirty (30) days of the Date of Termination, (x) his Base
     Salary  through  the Date of Termination, to  the  extent  not
     previously paid; (y) the pro-rata amount of the Annual Bonus (based
     on the amount paid for the previous year) which is accrued through
     the date of termination; and (z) reimbursement for any unreimbursed
     business expenses incurred by Executive prior to the  Date  of
     Termination that are subject to reimbursement pursuant to the terms
     hereof, and payment for paid time off accrued as of the Date of
     Termination but unused (such amounts under clauses (x), (y) and
     (z), collectively the "Accrued Obligations").  In addition, in the
     event  of  any such termination of Executive's employment,  if
     Executive  executes and delivers to the Company a Release  and
     Discharge of All Claims substantially in the form approved by the
     Company, Executive (or, following his death, Executive's estate)
     shall be entitled to the following payments and benefits:

                    (A)  the Executive's Base Salary (at the Base Salary being
          paid on the Date of Termination), for the longer of: (x) the
          remaining Employment Period or (y) one (1) year (the "Severance
          Period"), payable in installments in accordance with the Company's
          regular payroll policies for one year after the Date of Termination,
          with the balance, if any, being paid pursuant to a lump sum payment
          on the one year anniversary date of the Date of Termination; and

                    (B)  the Executive's Annual Bonus (at the amount of the
          Annual Bonus paid to the Executive for the year prior to the Date of
          Termination) which would have been paid to the Executive had
          Executive's employment continued for the Severance Period, duly
          apportioned for any partial year, such amount to be payable to
          Executive on the one year anniversary date of the Date of
          Termination; and

                    (C)  the Executive shall receive "Years of Service" credit
          for the number of years comprising the Severance Period for purposes
          of accruing the Executive's benefit under the Company's Executive
          Retirement Plan and the Final Average Earnings thereunder for the
          Severance Period shall be determined based on the Base Salary being
          paid on the Date of Termination and the Annual Bonus paid to the
          Executive for the year prior to the Date of Termination;

                    (D)  the Executive shall automatically vest in all employee
          welfare and benefit plans in which the Executive was participating as
          of the Date of

<PAGE> 5

          Termination and such benefits shall be paid to
          Executive in accordance with the terms of such plans;

                    (E)  the Company shall provide outplacement services to
          Executive for up to ninety (90) days.

          Executive shall not have a duty to mitigate the costs  to
the Company under this Section 8(f)(i), nor shall any payments from
the  Company to Executive hereunder be reduced, offset or  canceled
by  any  compensation  or  fees earned  by  (whether  or  not  paid
currently)  or  offered to Executive during the  remainder  of  the
fiscal year of the Company that includes the Date of Termination by
a  subsequent  employer  or  other  Person  (as  defined  below  in
Section   18(k)  below)  for  which  Executive  performs  services,
including, but not limited to, consulting services.

               (ii) If Executive's employment shall terminate upon his death or
     if the Company shall terminate Executive's employment for Cause or due
     to  Executive's Disability or Executive shall resign from  his
     employment  without Good Reason, in any such case  during  the
     Employment Period, the Company shall pay to Executive (or, in the
     event of Executive's death, to his estate) the Accrued Obligations
     within thirty (30) days following the Date of Termination.

               (iii)     Except as specifically set forth in this Section 8(f),
     no termination  benefits shall be payable to  or  in  respect  of
     Executive's employment with the Company or its Affiliates.

               (iv) The Company shall have the right to apply and set off
     against the Accrued Obligations or any other amounts owing to Executive
     hereunder, any amounts owing by the Executive to the  Company,
     whether pursuant to this Agreement or otherwise.

          (g)  Resignation upon Termination.  Effective as of any Date of
Termination  under this Section 8 or otherwise as of  the  date  of
Executive's  termination of employment with the Company,  Executive
shall  resign,  in  writing, from all Board memberships  and  other
positions  then  held  by him, or to which he has  been  appointed,
designated or nominated, with the Company and its Affiliates.

     9.   Confidentiality.

          (a)  Executive acknowledges and agrees that the terms of this
Agreement,  including  all addendums and  attachments  hereto,  are
confidential.   Executive  agrees not to disclose  any  information
contained  in  this  Agreement, or the fact of this  Agreement,  to
anyone,  other  than  to Executive's lawyer, financial  advisor  or
immediate  family members.  If Executive discloses any  information
contained  in  this Agreement to his lawyer, financial  advisor  or
immediate  family members as permitted herein, Executive agrees  to
immediately tell each such individual that he or she must abide  by
the  confidentiality restrictions contained herein  and  keep  such
information confidential as well.

<PAGE> 6

          (b)  Executive agrees that during his employment with the Company
and   thereafter,  Executive  will  not,  directly  or   indirectly
(i)  disclose  any  Confidential Information to any  Person  (other
than, only with respect to the period that Executive is employed by
the  Company,  to  an Executive of the Company  who  requires  such
information  to  perform his or her duties  for  the  Company);  or
(ii)  use any Confidential Information for Executive's own  benefit
or  the  benefit  of  any third party.  "Confidential  Information"
means   confidential,   proprietary   or   commercially   sensitive
information  relating  to (i) the Company  or  its  Affiliates,  or
members  of  their management or boards; or (ii) any third  parties
who  do  business  with  the Company or its  Affiliates,  including
customers   and  suppliers.   Confidential  Information   includes,
without  limitation,  marketing plans,  business  plans,  financial
information  and records, operation methods, personnel information,
drawings, designs, information regarding product development, other
commercial  or  business information and any other information  not
available to the public generally.  The foregoing obligation  shall
not  apply to any Confidential Information that has been previously
disclosed to the public or is in the public domain (other  than  by
reason  of  a  breach  of  Executive's  obligations  to  hold  such
Confidential Information confidential).  If Executive  is  required
or  requested  by  a  court  or  governmental  agency  to  disclose
Confidential Information, Executive must notify the General Counsel
of  the Company in writing of such disclosure obligation or request
no  later than three business days after Executive learns  of  such
obligation  or request, and permit the Company to take  all  lawful
steps  it  deems  appropriate  to prevent  or  limit  the  required
disclosure.

     10.  Partial Restraint on Post-termination Competition.

          (a)  Definitions.  For the purposes of this Section 10, the
following definitions shall apply:

               "Competitor"   means   any   business,   individual,
partnership, joint venture, association, firm, corporation or other
entity, other than the Company and its affiliates, that is engaging
or  actively  planning to engage, wholly or partly,  in  activities
("Competitive  Activities") that directly compete or would  compete
with  the  Company or its affiliates in the Company Activities  (as
hereinafter defined) in the Territory (as hereinafter defined).

               "Competitive  Position"  means  (i)  the  direct  or
indirect  ownership  or  control  of  all  or  any  portion  of   a
Competitor;  or  (ii)  any  employment  or  independent  contractor
arrangement with any Competitor whereby Executive will  serve  such
Competitor  in  any  managerial,  sales,  executive  or  consultant
capacity with respect to Competitive Activities in the Territory.

               "The  Company  Activities" means the  businesses  of
(i)  animal  production and processing, meat processing  (including
any  further processed meats) and fast food restaurants; (ii) cargo
transportation,  whether  over  land  or  water,  and  all  related
business,   including,  without  limitation,   logistics,   freight
forwarding,  agency  representation and  stevedoring;  (iii)  flour
milling  and  commodity trading; and (iv) any business acquired  or
commenced  by  the Company after the Commencement  Date  which  has
sales in excess of $100 million.

               "Non-compete  Period"  or "Non-solicitation  Period"
means  the  period beginning with the Commencement Date and  ending
on:  (x)  the  two year anniversary date of the Date of Termination
with  respect  to  any termination of employment by  the  Executive
pursuant  to

<PAGE> 7

Section  8 (d)   above    by   Executive's    resignation     other
than  for Good Reason; or (y) the one (1) year anniversary date  of
the  Date  of Termination with respect to any other termination  of
employment hereunder.

               "Territory" means the United States of America  with
respect to the businesses of hog production and processing, and the
United  States  of America, the Caribbean Basin,  and  Central  and
South   America   with   respect  to   the   business   of   marine
transportation,  and the United States of America,  Africa,  Haiti,
and  Ecuador  with  respect to the business of  flour  milling  and
commodity trading which Executive acknowledges and agrees  are  the
geographic  areas  in  which the Company  engages  in  the  Company
Activities.

          (b)  Non-competition.

               (i)  The parties hereto acknowledge that Executive, by virtue of
     his position with and responsibilities to the Company, is engaging
     and  is expected to continue to engage during the Term in  the
     Company  Activities throughout the Territory and has executive
     management  responsibilities  with  respect  to  the   Company
     responsibilities which extend throughout the Territory.  Executive
     acknowledges that to protect adequately the interest of the Company
     in the business of the Company it is essential that any non-compete
     covenant with respect thereto cover all the Company Activities and
     the entire Territory.

               (ii) Executive hereby agrees that, during the Non-compete
     Period, Executive will not, either directly or indirectly, alone or in
     conjunction  with  any other party, accept  or  enter  into  a
     Competitive Position.  Executive shall notify the Company promptly
     in writing if Executive receives an offer of a Competitive Position
     during the Non-compete Period, and such notice shall describe all
     material terms of such offer.

          Nothing  contained  in  this Section  10  shall  prohibit
Executive from (i) acquiring not more than five percent (5%) of any
company  whose  common  stock  is publicly  traded  on  a  national
securities   exchange  or  in  the  over-the-counter   market;   or
(ii)  owning  less  than a controlling interest in  any  fast  food
restaurant   or  restaurants,  so  long  as  Executive   does   not
participate in the management of the operation in any way.

          (c)  Severability.  If a judicial or arbitral determination is made
that  any  of  the  provisions of this Section  10  constitutes  an
unreasonable   or   otherwise  unenforceable  restriction   against
Executive the provisions of this Section 10 shall be rendered  void
only  to  the  extent that such judicial or arbitral  determination
finds such provisions to be unreasonable or otherwise unenforceable
with respect to Executive.  In this regard, Executive hereby agrees
that  any  judicial or arbitral authority construing this Agreement
shall  sever or reform any portion of the Territory, any prohibited
business  activity  or any time period from the  coverage  of  this
Agreement to allow the covenants in this Section 10 to be  enforced
to the maximum extent authorized by law, and shall then enforce the
covenants in this Section 10 as so severed or reformed.

          (d)  Reasonable Restrictions.  Executive acknowledges that the
restrictions   and  covenants  contained  in  this  Agreement   are
reasonably   necessary  to  protect  the  goodwill  and  legitimate
business interests of the Company, are not overbroad, overlong,  or
unfair  (including  in

<PAGE> 8

duration and scope), and will not curtail Executive's   ability  to
earn  a  livelihood   upon   Executive's termination of  employment
with the Company.

     11.  Non-Solicitation  of Employees and Customers.  During the
period of Executive's employment with the Company and for the  one-
year  period following the termination of his employment, Executive
shall  not, directly or indirectly, by himself or through any third
party, whether on Executive's own behalf or on behalf of any  other
Person  or  entity, (i) solicit or endeavor to solicit,  employ  or
retain; (ii) interfere with the relationship of the Company or  any
of  its  Affiliates with; or (iii) attempt to establish a  business
relationship  with  (A) any natural person who is  or  was  (during
Executive's employment with the Company) an employee or engaged  by
the  Company or any Affiliate to provide services to it, or (B) any
customer of the Company or any of its Affiliates who was a customer
at any time during which Executive was an employee of the Company.

     12.  Work Product.  Executive agrees that all of Executive's work
product  (created solely or jointly with others, and including  any
intellectual property or moral rights in such work product), given,
disclosed,  created,  developed  or  prepared  in  connection  with
Executive's employment with the Company, whether ensuing during  or
after  Executive's  employment with the  Company  ("Work  Product")
shall exclusively vest in and be the sole and exclusive property of
the Company and shall constitute "work made for hire" (as that term
is  defined under Section 101 of the U.S. Copyright Act, 17  U.S.C.
section 101) with the Company being the  person  for  whom the work
was prepared. In the event that any such Work Product is deemed not
to be a "work made for hire" or does not vest by  operation  of law
in the Company, Executive hereby irrevocably assigns, transfers and
conveys  to  the Company, exclusively and perpetually,  all  right,
title  and interest which Executive may have or acquire in  and  to
such   Work   Product  throughout  the  world,  including   without
limitation  any  copyrights and patents, and the  right  to  secure
registrations,  renewals, reissues, and  extensions  thereof.   The
Company  and  its  Affiliates or their  designees  shall  have  the
exclusive right to make full and complete use of, and make  changes
to  all  Work  Product without restrictions or liabilities  of  any
kind,  and  Executive  shall not have the right  to  use  any  such
materials,  other than within the legitimate scope and  purpose  of
Executive's employment with the Company.  Executive shall  promptly
disclose  to  the  Company the creation or existence  of  any  Work
Product  and  shall take whatever additional lawful action  may  be
necessary, and sign whatever documents the Company may require,  in
order  to secure and vest in the Company or its designee all right,
title  and interest in and to all Work Product and any intellectual
property  rights therein (including full cooperation in support  of
any  Company  applications for patents and copyright  or  trademark
registrations).

     13.  Return of Company Property.  In the event of termination of
Executive's  employment for any reason, Executive shall  return  to
the  Company all of the property of the Company and its Affiliates,
including  without limitation all materials or documents containing
or  pertaining  to Confidential Information, and including  without
limitation,  any  company car, all computers  (including  laptops),
cell  phones,  keys,  PDAs, Blackberries, credit  cards,  facsimile
machines,  card  access  to any Company building,  customer  lists,
computer disks, reports, files, e-mails, work papers, Work Product,
documents,  memoranda, records and software, computer access  codes
or  disks  and instructional manuals, internal policies, and  other
similar  materials or documents which Executive used,  received  or
prepared,  helped  prepare  or supervised  the  preparation  of  in
connection with Executive's employment with the Company.  Executive
agrees  not  to  retain  any copies, duplicates,  reproductions  or
excerpts of such material or documents.

<PAGE> 9

     14.  Compliance   With Company Policies.   During  Executive's
employment with the Company, Executive shall be governed by and  be
subject to, and Executive hereby agrees to comply with, all Company
policies  applicable  to employees generally  or  to  employees  at
Executive's   grade  level,  including  without   limitation,   the
Company's Code of Business Ethics and Conduct, in each case, as any
such  policies  may be amended from time to time in  the  Company's
sole discretion (collectively, the "Policies").

     15.  Injunctive Relief with Respect to Covenants; Forum, Venue and
Jurisdiction.  Executive acknowledges and agrees that a  breach  by
Executive  of any of Section 9, 10, 11, 12, 13 or 14 is a  material
breach of this Agreement and that remedies at law may be inadequate
to  protect  the Company and its Affiliates in the  event  of  such
breach,  and,  without prejudice to any other rights  and  remedies
otherwise  available  to  the  Company,  Executive  agrees  to  the
granting  of injunctive relief in the Company's favor in connection
with  any  such  breach or violation without proof  of  irreparable
harm,  plus  attorneys' fees and costs to enforce these provisions.
Executive  further  acknowledges  and  agrees  that  the  Company's
obligations  to pay Executive any amount or provide Executive  with
any  benefit  or  right  pursuant  to  Section  8  is  subject   to
Executive's   compliance   with   Executive's   obligations   under
Sections 9 through 14 inclusive, and that in the event of a  breach
by Executive of any of Section 9, 10, 11, 12, 13 or 14, the Company
shall immediately cease paying such benefits and Executive shall be
obligated   to  immediately  repay  to  the  Company  all   amounts
theretofore paid to Executive pursuant to Section 8.  In  addition,
if not repaid, the Company shall have the right to set off from any
amounts  otherwise  due  to Executive any amounts  previously  paid
pursuant  to  Section  8(f) (other than the  Accrued  Obligations).
Executive further agrees that the foregoing is appropriate for  any
such   breach  inasmuch  as  actual  damages  cannot   be   readily
calculated,   the   amount  is  fair  and  reasonable   under   the
circumstances, and the Company would suffer irreparable harm if any
of  these Sections were breached.  All disputes not relating to any
request  or  application for injunctive relief in  accordance  with
this Section 15 shall be resolved by arbitration in accordance with
Section 18(b).

     16.  Assumption  of Agreement.  The Company shall require  any
Successor  thereto,  by agreement in form and substance  reasonably
satisfactory to Executive, to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that  the
Company  would be required to perform it if no such succession  had
taken place.  Failure of the Company to obtain such agreement prior
to  the  effectiveness of any such succession shall be a breach  of
this Agreement and shall entitle Executive to compensation from the
Company in the same amount and on the same terms as Executive would
be  entitled  hereunder  if the Company had terminated  Executive's
employment Without Cause as described in Section 8, except that for
purposes of implementing the foregoing, the date on which any  such
succession   becomes  effective  shall  be  deemed  the   Date   of
Termination.

     17.  Entire  Agreement.  This Agreement constitutes the entire
agreement  among  the parties hereto with respect  to  the  subject
matter  hereof.  All prior correspondence and proposals (including,
but  not  limited to, summaries of proposed terms)  and  all  prior
promises,   representations,   understandings,   arrangements   and
agreements  relating to such subject matter are merged  herein  and
superseded hereby.

<PAGE> 10

     18.  Miscellaneous.

          (a)  Binding Effect; Assignment.  This Agreement shall be binding
on  and inure to the benefit of the Company and its Successors  and
permitted  assigns.  This Agreement shall also be  binding  on  and
inure  to  the  benefit  of  Executive and  his  heirs,  executors,
administrators and legal representatives.  This Agreement shall not
be assignable by any party hereto without the prior written consent
of  the  other  parties hereto.  The Company  may  effect  such  an
assignment  without  prior written approval of Executive  upon  the
transfer of all or substantially all of its business and/or  assets
(by  whatever  means), provided that the Successor to  the  Company
shall  expressly  assume  and agree to perform  this  Agreement  in
accordance with the provisions of Section 16.

          (b)  Arbitration.  The Company and Executive agree that any dispute
or  controversy arising under or in connection with this  Agreement
shall  be  resolved  by  final and binding arbitration  before  the
American Arbitration Association ("AAA").  The arbitration shall be
conducted  in  accordance  with  AAA's  National  Rules   for   the
Resolution of Employment Disputes then in effect at the time of the
arbitration.   The arbitration shall be held in the general  Kansas
City,  Kansas  metropolitan area.  The dispute shall be  heard  and
determined  by  one arbitrator selected from a list of  arbitrators
who  are  members  of AAA's Regional Employment Dispute  Resolution
roster.   If  the  parties cannot agree upon a mutually  acceptable
arbitrator  from  the list, each party shall number  the  names  in
order of preference and return the list to AAA within ten (10) days
from the date of the list.  A party may strike a name from the list
only  for good cause.  The arbitrator receiving the highest ranking
by the parties shall be selected.  Depositions, if permitted by the
arbitrator, shall be limited to a maximum of two (2) per party  and
to  a maximum of four (4) hours in duration.  The arbitration shall
not  impair  either  party's right to request injunctive  or  other
equitable relief in accordance with Section 15 of this Agreement.

          (c)  Governing Law.  This Agreement shall be governed by and
construed  in  accordance with the laws  of  the  State  of  Kansas
without reference to principles of conflicts of laws.

          (d)  Taxes.  The Company may withhold from any payments made under
this Agreement all applicable taxes, including, but not limited to,
income, employment and social insurance taxes, as shall be required
by law.

          (e)  Amendments.  No provision of this Agreement may be modified,
waived  or discharged unless such modification, waiver or discharge
is  approved  by  the  Company  and is  agreed  to  in  writing  by
Executive.  No waiver by any party hereto at any time of any breach
by  any other party hereto of, or compliance with, any condition or
provision  of  this Agreement to be performed by such  other  party
shall  be  deemed a waiver of similar or dissimilar  provisions  or
conditions  at  the  same or at any prior or subsequent  time.   No
waiver of any provision of this Agreement shall be implied from any
course  of dealing between or among the parties hereto or from  any
failure by any party hereto to assert its rights hereunder  on  any
occasion or series of occasions.

          (f)  Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable   in   any  respect,  the  validity,   legality   and
enforceability of the remaining provisions contained  herein  shall
not be affected thereby.

<PAGE> 11

          (g)  Notices.  Any notice or other communication required or
permitted  to  be delivered under this Agreement shall  be  (i)  in
writing;  (ii)  delivered  personally, by  courier  service  or  by
certified  or  registered  mail, first-class  postage  prepaid  and
return receipt requested; (iii) deemed to have been received on the
date of delivery or, if mailed, on the third business day after the
mailing  thereof; and (iv) addressed as follows (or to  such  other
address  as the party entitled to notice shall hereafter  designate
in accordance with the terms hereof):

               (i)  If to the Company, to it at:

                    Seaboard Corporation
                    9000 West 67th Street
                    Shawnee Mission, Kansas  66202
                    Attention:     General Counsel
                    Telephone:     (913) 676-8925
                    Facsimile:     (913) 676-8978

               (ii) if to Executive, to his residential address as currently on
     file with the Company.

          (h)  Voluntary Agreement; No Conflicts.  Executive represents that
he is entering into this Agreement voluntarily and that Executive's
employment  hereunder and compliance with the terms and  conditions
of this Agreement will not conflict with or result in the breach by
Executive of any agreement to which he is a party or by which he or
his properties or assets may be bound.

          (i)  Counterparts/Facsimile.  This Agreement may be executed in
counterparts  (including by facsimile),  each  of  which  shall  be
deemed  an original and all of which together shall constitute  one
and the same instrument.

          (j)  Headings.  The section and other headings contained in this
Agreement are for the convenience of the parties only and  are  not
intended  to  be  a  part  hereof  or  to  affect  the  meaning  or
interpretation hereof.

          (k)  Certain other Definitions.

               "Affiliate"  with respect to any Person,  means  any
other  Person  that,  directly or indirectly through  one  or  more
intermediaries,  Controls, is Controlled by,  or  is  under  common
Control  with  the first Person, including, but not limited  to,  a
Subsidiary of any such Person.

               "Control" (including, with correlative meanings, the
terms  "Controlling,"  "Controlled by" and  "under  common  Control
with"):   with  respect to any Person, shall mean  the  possession,
directly  or  indirectly,  of the power  to  direct  or  cause  the
direction  of  the management and policies of such Person,  whether
through  the  ownership  of  voting  securities,  by  contract   or
otherwise.

               "Person"  any  natural  person,  firm,  partnership,
limited   liability  company,  association,  corporation,  company,
trust, business trust, governmental authority or other entity.

<PAGE> 12

               "Subsidiary"   with  respect  to  any  Person,  each
corporation  or  other  Person in which the first  Person  owns  or
Controls,  directly or indirectly, capital stock or other ownership
interests representing fifty percent (50%) or more of the  combined
voting  power  of  the outstanding voting stock or other  ownership
interests of such corporation or other Person.

               "Successor" of a Person means a Person that succeeds
to   the   first  Person's  assets  and  liabilities   by   merger,
liquidation,  dissolution or otherwise by operation of  law,  or  a
Person to which all or substantially all the assets and/or business
of the first Person are transferred.

                      SIGNATURE PAGE FOLLOWS

<PAGE> 13

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

THIS  AGREEMENT  CONTAINS  A PROVISION REQUIRING  THAT  ARBITRATION
PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR
THE  RESILUTION OF EMPLOYMENT DISPUTES IS THE EXCLUSIVE  MEANS  FOR
RESOLVING  ANY  DISPUTE  BETWEEN THE  PARTIES  HERETO  AS  TO  THIS
AGREEMENT.

                                   SEABOARD CORPORATION



                                   By:    /s/ H. H. Bresky
                                   Name:  H. H. Bresky
                                   Title: President

                                   Executive:



                                   By:    /s/ Robert L. Steer
                                          Robert L. Steer

<PAGE> 14