Exhibit 10.3

                      EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as  of  July  1,  2005 by and between SEABOARD  FARMS,  INC.,  an
Oklahoma  corporation (together with any Successor  thereto,  the
"Company"), and Rodney K. Brenneman ("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, 2029.  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 President, 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  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

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the  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 Three
Hundred   Seventy   thousand  dollars  ($370,000),   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 by the Board of  Directors,  in  its
discretion.  Executive's Annual Bonus shall not be less than four
hundred thousand dollars ($400,000) 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 to be, made a party  by
reason of facts which include Executive's being or having

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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 result in material injury  to
the  business, reputation or prospects of the

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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.

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               (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;

<PAGE> 5

                    (D)  the Executive shall automatically vest in all employee
          welfare  and  benefit plans in which the Executive  was
          participating as of the Date of Termination and such benefits
          shall be paid to Executive in accordance with the terms of such
          plans; and

                    (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

<PAGE> 6

individual  that he or she  must  abide  by  the  confidentiality
restrictions   contained   herein  and    keep   such information
confidential as well.

          (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
animal production and processing, meat processing (including  any
further  processed  meats)  and fast  food  restaurants  and  any
business   acquired  or  commenced  by  the  Company  after   the
Commencement Date which has sales in excess of $100 million.

<PAGE> 7

               "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 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 entire  United  States  of
America,  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  manner  which
materially  detracts from his ability to perform his  obligations
hereunder.

          (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.

<PAGE> 8

          (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 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-

<PAGE> 9

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.

     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.

<PAGE> 10

     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.

     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

<PAGE> 11

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.

          (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.

<PAGE> 12

          (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.

               "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 FARMS, INC.



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

                                   Executive:



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

<PAGE> 14